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
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Item 5.07 Submission of Matters to a Vote of Security Holders
Charles River Laboratories International, Inc. (the "Company") held its Annual Meeting of Shareholders on May 9, 2023. For more information on the following proposals, see the Company’s proxy statement dated March 30, 2023. At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below:
(a) The following eleven (11) directors were elected to serve until our 2024 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 | |||||||||||
| James C. Foster | 43,579,312 | 2,358,658 | 73,207 | 1,946,418 | ||||||||||
| Nancy C. Andrews | 44,650,631 | 1,341,754 | 18,792 | 1,946,418 | ||||||||||
| Robert J. Bertolini | 44,516,198 | 1,475,422 | 19,557 | 1,946,418 | ||||||||||
| Deborah T. Kochevar | 39,420,122 | 6,572,677 | 18,378 | 1,946,418 | ||||||||||
| George Llado, Sr. | 43,662,653 | 2,329,118 | 19,406 | 1,946,418 | ||||||||||
| Martin W. Mackay | 28,520,093 | 17,471,571 | 19,513 | 1,946,418 | ||||||||||
| George E. Massaro | 43,360,879 | 2,632,513 | 17,785 | 1,946,418 | ||||||||||
| C. Richard Reese | 43,199,915 | 2,793,600 | 17,662 | 1,946,418 | ||||||||||
| Craig B. Thompson | 45,551,367 | 440,372 | 19,438 | 1,946,418 | ||||||||||
| Richard F. Wallman | 43,370,869 | 2,394,188 | 246,120 | 1,946,418 | ||||||||||
| Virginia M. Wilson | 44,631,226 | 1,363,328 | 16,623 | 1,946,418 | ||||||||||
(b) The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,252,161 | 5,727,678 | 31,338 | 1,946,418 | ||||||||
(c) The shareholders voted for one year with respect to the frequency with which shareholders are provided a non-binding, advisory vote on compensation paid to our named executive officers.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||
| 45,471,178 | 10,778 | 515,767 | 13,454 | 1,946,418 | ||||||||||
As described above, a majority of the votes cast voted, in an advisory, non-binding vote, in favor of having a shareholder vote to approve the compensation of the Company’s named executive officers every year. In light of such vote, and consistent with the Company’s recommendation, the Company’s board of directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.
(d) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2023.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 45,515,845 | 2,419,202 | 22,548 | 0 | ||||||||
(e) The shareholders did not approve the shareholder proposal submitted by PETA to publish a report on non-human primates imported by the Company.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 16,382,651 | 29,395,105 | 233,421 | 1,946,418 | ||||||||
Computershare Trust Company, N.A., our transfer agent, acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders.
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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: | May 15, 2023 | By: | /s/ Matthew L. Daniel | ||||||||
| Matthew L. Daniel, Corporate Senior Vice President, | |||||||||||
| General Counsel, Corporate Secretary & Chief Compliance Officer | |||||||||||
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