8-K
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (CRL)
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 6, 2020
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<br>Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer<br>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 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 6, 2020. For more information on the following proposals, see the Company’s proxy statement dated March 26, 2020. 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 2021 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 | 40,873,379 | 1,772,542 | 143,858 | 2,531,426 |
| Nancy C. Andrews | 42,694,056 | 61,885 | 33,838 | 2,531,426 |
| Robert J. Bertolini | 42,614,372 | 139,355 | 36,052 | 2,531,426 |
| Stephen D. Chubb | 41,574,235 | 1,179,292 | 36,252 | 2,531,426 |
| Deborah T. Kochevar | 40,415,548 | 2,340,408 | 33,823 | 2,531,426 |
| Martin W. MacKay | 42,078,214 | 675,513 | 36,052 | 2,531,426 |
| George E. Massaro | 41,659,797 | 1,093,930 | 36,052 | 2,531,426 |
| George M. Milne, Jr. | 41,030,912 | 1,722,528 | 36,339 | 2,531,426 |
| C. Richard Reese | 41,248,768 | 1,504,959 | 36,052 | 2,531,426 |
| Richard F. Wallman | 42,022,173 | 731,500 | 36,106 | 2,531,426 |
| Virginia M. Wilson | 42,582,133 | 173,958 | 33,688 | 2,531,426 |
(b)The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 35,632,054 | 7,117,476 | 40,249 | 2,531,426 |
(c)The shareholders approved amendments to our 2018 Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 38,426,154 | 4,312,836 | 50,789 | 2,531,426 |
(d)The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2020.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 44,106,254 | 1,177,777 | 37,174 | 0 |
Computershare Trust Company, N.A., our transfer agent, acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders.
SIGNATURES
Puruant 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 8, 2020 | By: | /s/ Matthew L. Daniel |
| Matthew L. Daniel, Corporate Senior Vice President, | |||
| Legal Compliance, Deputy General Counsel and Assistant Secretary |
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