8-K - CRL - Equibles

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 10, 2022

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 classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $0.01 par valueCRLNew 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

Charles River Laboratories International, Inc. (the "Company") held its Annual Meeting of Shareholders on May 10, 2022. For more information on the following proposals, see the Company’s proxy statement dated March 30, 2022. At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below:

(a) The following ten (10) directors were elected to serve until our 2023 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	42,534,751	2,405,964	55,803	2,058,945
Nancy C. Andrews	44,365,867	615,186	15,465	2,058,945
Robert J. Bertolini	44,352,102	628,678	15,738	2,058,945
Deborah T. Kochevar	42,451,764	2,502,610	42,144	2,058,945
George Llado, Sr.	43,842,377	1,133,006	21,135	2,058,945
Martin W. Mackay	36,951,004	8,029,626	15,888	2,058,945
George E. Massaro	42,907,679	2,074,825	14,014	2,058,945
C. Richard Reese	43,127,533	1,854,566	14,419	2,058,945
Richard F. Wallman	43,636,549	1,346,183	13,786	2,058,945
Virginia M. Wilson	44,272,229	708,615	15,674	2,058,945

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

For	Against	Abstain	Broker Non-Votes
39,792,720	5,179,352	24,446	2,058,945

(c) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2022.

For	Against	Abstain	Broker Non-Votes
44,673,788	2,366,772	14,903	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

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 12, 2022	By:	/s/ Matthew L. Daniel
			Matthew L. Daniel, Corporate Senior Vice President,
			General Counsel, Corporate Secretary & Chief Compliance Officer