Charles River Laboratories International, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   May 9, 2017

Charles River Laboratories International, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-15943 06-1397316
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
251 Ballardvale St., Wilmington, Massachusetts   01887
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   781-222-6000

Not Applicable
Former name or former address, if changed since last report


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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. [  ]

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Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 9, 2017. For more information on the following proposals, see the Company’s proxy statement dated March 30, 2017. At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below:

(a) The following nine (9) directors were elected to serve until our 2018 Annual Meeting of Shareholders and received the number of votes listed opposite each of their names below:

    Number of Shares   Number of Shares   Number of Shares   Broker Non-Votes
    Voted For   Voted Against   Abstained        
James C. Foster
    38,283,813       1,204,425       115,255       1,927,504  
Robert J. Bertolini
    39,164,988       327,909       110,596       1, 927,504  
Stephen D. Chubb
    38,832,169       660,558       110,766       1, 927,504  
Deborah T. Kochevar
    38,508,124       985,369       110,000       1, 927,504  
George E. Massaro
    39,018,756       475,839       108,898       1, 927,504  
George M. Milne, Jr.
    33,262,119       6,331,442       9,932       1, 927,504  
C. Richard Reese
    38,972,763       521,887       108,843       1, 927,504  
Craig B. Thompson
    38,492,641       999,535       111,317       1, 927,504  
Richard F. Wallman
    35,008,916       4,485,565       109,012       1, 927,504  

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

For   Against   Abstain   Broker Non-Votes
    902,734       83,353       1,927,504  

(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
    13,858       4,552,989       82,283       1,927,504  

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 Incentive Compensation Plan.

For   Against   Abstain   Broker Non-Votes
    481,840       93,412       1,927,504  

(e) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2017.

For   Against   Abstain   Broker Non-Votes
    473,317       14,552       0  

(f) The shareholders did not approve the shareholder proposal submitted by PETA to prohibit conducting business with certain dealers and laboratories who violate the Animal Welfare Act or are under investigation by the U.S. Department of Agriculture Investigative Enforcement Services.

For   Against   Abstain   Broker Non-Votes
    37,578,697       1,021,061       1,927,504  

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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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.
May 11, 2017   By:   Karen Queen Stern
        Name: Karen Queen Stern
        Title: Assistant Secretary/Corporate Counsel