UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 1, 2019, the Board of Directors (the “Board”) of Charles River Laboratories International, Inc. (the "Registrant") increased the size of the Board from ten to eleven. Following the increase in the size of the Board, the Board filled the vacancy and appointed Ms. Virginia M. Wilson to the Board, effective immediately.
Ms. Wilson has been appointed to the Registrant's existing Audit Committee and Corporate Governance and Nominating Committee. There are no arrangements or understandings between Ms. Wilson and any other person pursuant to which she was selected as a director, and there are no transactions in which Ms. Wilson has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Wilson will participate in the non-employee director compensation arrangements generally applicable to all of the Registrant’s non-employee directors. Under the terms of those arrangements as currently in effect, new directors initially appointed after the Annual Meeting of Shareholders will receive an initial equity award and cash retainer for board and board committee service on a pro-rata basis calculated based on the time of service. The annual equity award (before pro-rata adjustment) has a value of $243,500 and is in the form of restricted stock units issued on the first day of the month following initial election or appointment to the Board.
Ms. Wilson has more than 30 years of financial management experience overseeing the accounting, actuarial, tax, and financial planning and reporting functions at large, multinational organizations. Prior to retiring in March 2019, she was Senior Executive Vice President and Chief Financial Officer of TIAA, where she was responsible for leading the Fortune 100 company’s finance and actuarial functions, as well as overseeing its insurance company general account, corporate real estate, and sourcing. Prior to joining TIAA in 2010, Ms. Wilson served as Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation, leading Wyndham’s finance and technology organizations following its spin-off from Cendant Corporation in 2006. Previously, she served as Cendant’s Executive Vice President and Chief Accounting Officer and also served as Senior Vice President and Corporate Controller of both MetLife, Inc. and Transamerica’s life insurance division. Ms. Wilson began her career at Deloitte, and is a Certified Public Accountant. She is a Board member of Conduent Incorporated and Trustee and Vice Chair of Catholic Charities of the Archdiocese of New York.
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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: | October 1, 2019 | By: | /s/ Matthew L. Daniel |
Matthew L. Daniel, Corporate Senior Vice President, | |||
Legal Compliance, Deputy General Counsel and Assistant Secretary | |||
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