UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 | ||
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
(c) On November 11, 2021, Charles River Laboratories International, Inc. (the "Company") announced that Ms. Birgit Girshick, Corporate Executive Vice President, Discovery and Safety Assessment and Biologics Testing Solutions, will become Chief Operating Officer of the Company, effective immediately, and will add Research Models and Services to her responsibilities. Ms. Girshick will continue to report directly to James C. Foster, Chairman, President and Chief Executive Officer.
Ms. Girshick, age 51, has a proven track record of outstanding performance, leading many of the Company’s businesses through important strategic initiatives during her three decades with the Company. Ms. Girshick joined Charles River in 1989 and held positions of increasing responsibility in the Company’s Research Models and Services (RMS) Germany and Avian Vaccine Services businesses. In 2010, Ms. Girshick was promoted to Corporate Vice President, Biologics Testing Solutions, followed by a promotion to Corporate Senior Vice President, Research Models and Biologics Testing Solutions in 2013. In 2016, Ms. Girshick assumed responsibility for the Global Discovery Services business. In 2018, Ms. Girshick was promoted to Corporate Executive Vice President overseeing the Discovery, Safety Assessment, Biologics Testing Solutions, and Avian Vaccine Services business units. In 2021, she also assumed responsibility for the company’s Cell and Gene Therapy CDMO business. In her most recent role, Ms. Girshick was responsible for leading these global businesses, which includes guiding their strategic direction, driving operational excellence and growth, maintaining client and partnership relationships, leading the organization’s digital transformation and integrating acquisitions. In this new role, Ms. Girshick will be responsible for leading the RMS, Discovery Services, Safety Assessment, and Biologics Solutions businesses.
Ms. Girshick received a B.A. degree from Eastern Connecticut State University and an M.B.A. degree from the University of Rhode Island. She is also a graduate of the Advanced Management Program at the MIT Sloan School of Management.
The appointment of Ms. Girshick as Corporate Executive Vice President, Chief Operating Officer of the Company was not made pursuant to any arrangement or understanding between her and any other person. Ms. Girshick will receive salary, bonus and equity opportunity, and will participate in other benefit and compensation plans, at levels consistent with her position and scope of responsibility.
On November 11, 2021, the Company issued a press release that discussed the foregoing. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated November 11, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Date: November 12, 2021 |
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (Registrant)
| ||
| By: | /s/ Matthew Daniel | ||
| Name: | Matthew Daniel | ||
| Title: | Corporate Senior Vice President, General Counsel & Corporate Secretary | ||
Exhibit 99.1
|
NEWS RELEASE |
 |
CHARLES RIVER LABORATORIES PROMOTES
BIRGIT GIRSHICK TO CHIEF OPERATING OFFICER
WILMINGTON, MA, November 11, 2021 – Charles River Laboratories International, Inc. (NYSE: CRL) today announced that Birgit Girshick has been promoted to the position of Chief Operating Officer, effective immediately.
In her most recent role as Corporate Executive Vice President, Ms. Girshick has been responsible for oversight and leading the strategic direction of the Discovery Services, Safety Assessment, and Biologics Solutions businesses. She has also been overseeing the integration of the Cognate BioServices and Vigene Biosciences acquisitions, as well as the future growth strategy for the Company’s Cell and Gene Therapy CDMO business. In her new role as Executive Vice President and Chief Operating Officer, and in addition to her current responsibilities, Ms. Girshick will add oversight of the Research Models and Services business, at which she began her Charles River career in 1989. During her tenure at the Company, Ms. Girshick has established an exceptional record of operational management and leadership, including the development of growth strategies across a number of businesses and geographic regions, the integration of newly acquired businesses, the implementation of successful business transformation initiatives, and the enhancement of the Company’s digital enterprise and connectivity with its clients.
James C. Foster, Chairman, President and Chief Executive Officer commented, “Birgit’s promotion to Chief Operating Officer will further align our unique, non-clinical portfolio under an operational leader with a track record of success at Charles River. Her operational expertise will enable us to further advance our mission and enhance the value that we provide to all of our stakeholders, as we strive to make continued progress towards our strategic and financial goals. I look forward to continuing to work side-by-side with Birgit as we drive the Company’s growth strategy and enhance our position as the leading, non-clinical contract research organization.”
Ms. Girshick will continue to report directly to James C. Foster, Chairman, President and Chief Executive Officer. In May 2021, the Company announced that Mr. Foster entered into an amended employment agreement with the Company, which extended his employment through February 12, 2026. The purpose of the agreement was to continue to benefit from Mr. Foster’s decades of experience at Charles River and unique skill set by promoting the retention of Mr. Foster.
Management Biography
Birgit Girshick joined Charles River in 1989 and held positions of increasing responsibility in the Company’s Research Models and Services (RMS) Germany and Avian Vaccine Services businesses. In 2010, Ms. Girshick was promoted to Corporate Vice President, Biologics Testing Solutions, followed by a promotion to Corporate Senior Vice President, Research Models and Biologics Testing Solutions in 2013. In 2016, Ms. Girshick assumed responsibility for the Global Discovery Services business. In 2018, Ms. Girshick was promoted to Corporate Executive Vice President overseeing the Discovery, Safety Assessment, Biologics Testing Solutions, and Avian Vaccine Services business units. In 2021, she also assumed responsibility for the company’s Cell and Gene Therapy CDMO business. In her most recent role, Ms. Girshick was responsible for leading these global businesses, which includes guiding their strategic direction, driving operational excellence and growth, maintaining client and partnership relationships, leading the organization’s digital transformation and integrating acquisitions.
Ms. Girshick received a B.A. degree from Eastern Connecticut State University and an M.B.A. degree from the University of Rhode Island. She is also a graduate of the Advanced Management Program at the MIT Sloan School of Management.
Caution Concerning Forward-Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “will,” “may,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements include statements in this news release regarding Charles River’s projected future performance, including revenue and earnings per share growth. Forward-looking statements are based on Charles River’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A further description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Charles River's Annual Report on Form 10-K as filed on February 17, 2021 and the Quarterly Report on Form 10-Q as filed on November 3, 2021, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Charles River, and Charles River assumes no obligation and expressly disclaims any duty to update information contained in this news release except as required by law.
About Charles River
Charles River provides essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts. Our dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development and safe manufacture of new therapies for the patients who need them. To learn more about our unique portfolio and breadth of services, visit www.criver.com.
# # #
| Investor Contact: | Media Contact: |
| Todd Spencer | Amy Cianciaruso |
| Corporate Vice President, | Corporate Vice President, |
| Investor Relations | Chief Communications Officer |
| 781.222.6455 | 781.222.6168 |
| todd.spencer@crl.com | amy.cianciaruso@crl.com |