Charles River (NYSE: CRL) investors approve 2026 incentive plan, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Charles River Laboratories International, Inc. reported the results of its 2026 annual meeting of shareholders. Twelve directors were elected to serve until the 2027 annual meeting, each receiving more votes for than against, with broker non-votes recorded on each director proposal.

Shareholders approved, on an advisory, non-binding basis, the compensation of the company’s named executive officers and approved the new 2026 Long-Term Incentive Plan, which had previously been adopted by the board subject to shareholder approval. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for fiscal 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay votes for: 41,356,139 shares Say-on-pay votes against: 2,716,251 shares Incentive plan votes for: 41,523,179 shares +4 more

7 metrics

Say-on-pay votes for 41,356,139 shares Advisory approval of named executive officer compensation

Say-on-pay votes against 2,716,251 shares Advisory approval of named executive officer compensation

Incentive plan votes for 41,523,179 shares Approval of 2026 Long-Term Incentive Plan

Incentive plan votes against 2,561,994 shares Approval of 2026 Long-Term Incentive Plan

Auditor ratification votes for 43,646,371 shares Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Auditor ratification votes against 2,186,700 shares Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Number of directors elected 12 directors Elected to serve until 2027 annual meeting

Key Terms

2026 Long-Term Incentive Plan, advisory, non-binding basis, Broker Non-Votes, Inspector of Election, +1 more

5 terms

2026 Long-Term Incentive Plan financial

"the shareholders of the Company approved the Company’s 2026 Long-Term Incentive Plan (the “2026 Incentive Plan”)."

advisory, non-binding basis regulatory

"The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers."

Broker Non-Votes financial

"Number of Shares Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Inspector of Election regulatory

"acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders."

independent auditors financial

"approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2026."

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Understanding 8-K Material Events →

05/11/2026 - 05:01 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 5, 2026
Date of Report (Date of earliest event reported)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-15943	06-1397316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

251 Ballardvale Street
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices) (Zip Code)

781-222-6000
(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	CRL	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2026, Charles River Laboratories International, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the shareholders of the Company approved the Company’s 2026 Long-Term Incentive Plan (the “2026 Incentive Plan”). The Board of Directors of the Company had previously approved and adopted the 2026 Incentive Plan on March 11, 2026, subject to the approval of the shareholders of the Company.

The material features of the 2026 Incentive Plan are described in detail under “Proposal 3 - Approval of the 2026 Long-Term Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”).

A copy of the 2026 Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below. For more information on the following proposals, see the Company’s Proxy Statement.

(a) The following twelve (12) directors were elected to serve until our 2027 Annual Meeting of Shareholders and received the number of votes listed opposite each of their names below:


	Number of Shares Voted For	Number of Shares Voted Against	Number of Shares Abstained	Broker Non-Votes
Nancy C. Andrews	42,650,297	1,439,768	12,630	1,745,648
Steven Barg	43,590,311	493,258	19,126	1,745,648
Abraham Ceesay	35,798,426	8,288,770	15,499	1,745,648
Mark Enyedy	43,555,383	531,825	15,487	1,745,648
Birgit Girshick	44,023,112	67,096	12,487	1,745,648
Paul Graves	43,921,209	165,954	15,532	1,745,648
James C. Foster	43,504,046	580,009	18,640	1,745,648
Reshema Kemps-Polanco	42,762,359	1,325,991	14,345	1,745,648
George Llado, Sr.	43,433,616	624,853	44,226	1,745,648
Martin W. Mackay	43,893,349	195,758	13,588	1,745,648
Craig B. Thompson	43,544,080	543,155	15,460	1,745,648
Virginia M. Wilson	43,590,754	498,251	13,690	1,745,648

(b) The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.

For	Against	Abstain	Broker Non-Votes
41,356,139	2,716,251	30,305	1,745,648

For	Against	Abstain	Broker Non-Votes
41,523,179	2,561,994	17,522	1,745,648

(d) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2026.

For	Against	Abstain	Broker Non-Votes
43,646,371	2,186,700	15,272	0

Computershare Trust Company, N.A., our transfer agent, acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description

10.1	2026 Long-Term Incentive Plan
104	The cover page from this Current Report on Form 8-K, formatted as inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Date: May 11, 2026	By:	/s/ Matthew L. Daniel
		Matthew L. Daniel, Corporate Senior Vice President,
		General Counsel, Corporate Secretary & Chief Compliance Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Charles River Laboratories (CRL) shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Long-Term Incentive Plan, ratified PricewaterhouseCoopers LLP as independent auditors for fiscal 2026, and backed executive compensation on an advisory basis. They also elected twelve directors to serve until the 2027 annual meeting, with each director receiving more votes for than against.

Was the 2026 Long-Term Incentive Plan for CRL approved by shareholders?

Yes, shareholders approved Charles River Laboratories’ 2026 Long-Term Incentive Plan. The plan had been adopted by the board on March 11, 2026, subject to shareholder approval. The proposal received more votes for than against, with additional abstentions and broker non-votes recorded in the tabulation.

How did CRL shareholders vote on executive compensation at the 2026 meeting?

CRL shareholders approved, on an advisory, non-binding basis, the compensation of the company’s named executive officers. The say-on-pay proposal received 41,356,139 votes for, 2,716,251 against, 30,305 abstentions, and 1,745,648 broker non-votes, indicating broad support while still reflecting some shareholder dissent.

Which auditors did Charles River Laboratories (CRL) shareholders ratify for fiscal 2026?

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as CRL’s independent auditors for fiscal 2026. The proposal received 43,646,371 votes for, 2,186,700 against, and 15,272 abstentions, with no broker non-votes, confirming PwC as the company’s external audit firm for that fiscal year.

How many directors were elected at the 2026 CRL annual meeting?

Shareholders elected twelve directors to serve until the 2027 annual meeting. Each nominee, including James C. Foster and Virginia M. Wilson, received more votes for than against, with vote totals in the tens of millions and 1,745,648 broker non-votes recorded for each director election proposal.

Who tabulated the votes at the Charles River Laboratories 2026 annual meeting?

Computershare Trust Company, N.A. acted as independent proxy tabulator and Inspector of Election. This transfer agent handled the official counting and certification of votes for all proposals at the CRL 2026 annual meeting of shareholders, providing third-party oversight of the voting process.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 150.7 KB