8-K
filed May 7, 2025, 7:59 PM ET
ticker CRL
CIK 0001100682
other material
confidence high
sentiment positive
materiality 0.75
CRL enters cooperation with Elliott, adds 4 directors, launches strategic review
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
- Four new directors (Steven Barg, Abe Ceesay, Mark Enyedy, Paul Graves) to join board after May 20 annual meeting.
- Four incumbent directors (Bertolini, Kochevar, Massaro, Wallman) will not stand for re-election at 2025 meeting.
- Board will conduct comprehensive strategic review via new Strategic Planning and Capital Allocation Committee.
- Cooperation agreement with Elliott includes standstill, voting commitments, and mutual non-disparagement.
- Board size capped at 11 members during cooperation period; Barg and Enyedy appointed as Elliott designees.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Graves was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- elected
- Role
- Director
Exact text from the filing
the Board has agreed to, as promptly as practical following the Annual Meeting of Stockholders scheduled for May 20, 2025, to elect the Cooperation Agreement Directors as members of the Board (to fill the vacancies described in the preceding paragraph), effective immediately following such election
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Abe Ceesay was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- elected
- Role
- Director
Exact text from the filing
the Board has agreed to, as promptly as practical following the Annual Meeting of Stockholders scheduled for May 20, 2025, to elect the Cooperation Agreement Directors as members of the Board (to fill the vacancies described in the preceding paragraph), effective immediately following such election
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Barg was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- elected
- Role
- Director
Exact text from the filing
the Board has agreed to, as promptly as practical following the Annual Meeting of Stockholders scheduled for May 20, 2025, to elect the Cooperation Agreement Directors as members of the Board (to fill the vacancies described in the preceding paragraph), effective immediately following such election
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George E. Massaro departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- not stand for re-election
- Role
- Director
Exact text from the filing
On May 6, 2025, Robert Bertolini, Deborah T. Kochevar, George E. Massaro and Richard F. Wallman each notified the Company of his or her decision to not stand for re-election to the Board at the 2025 Annual Meeting following the expiration of their respective terms prior to the 2025 Annual Meeting (resulting in four vacancies on the Board).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah T. Kochevar departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- not stand for re-election
- Role
- Director
Exact text from the filing
On May 6, 2025, Robert Bertolini, Deborah T. Kochevar, George E. Massaro and Richard F. Wallman each notified the Company of his or her decision to not stand for re-election to the Board at the 2025 Annual Meeting following the expiration of their respective terms prior to the 2025 Annual Meeting (resulting in four vacancies on the Board).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Enyedy was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- elected
- Role
- Director
Exact text from the filing
the Board has agreed to, as promptly as practical following the Annual Meeting of Stockholders scheduled for May 20, 2025, to elect the Cooperation Agreement Directors as members of the Board (to fill the vacancies described in the preceding paragraph), effective immediately following such election
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Bertolini departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- not stand for re-election
- Role
- Director
Exact text from the filing
On May 6, 2025, Robert Bertolini, Deborah T. Kochevar, George E. Massaro and Richard F. Wallman each notified the Company of his or her decision to not stand for re-election to the Board at the 2025 Annual Meeting following the expiration of their respective terms prior to the 2025 Annual Meeting (resulting in four vacancies on the Board).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard F. Wallman departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC..
- Action
- not stand for re-election
- Role
- Director
Exact text from the filing
On May 6, 2025, Robert Bertolini, Deborah T. Kochevar, George E. Massaro and Richard F. Wallman each notified the Company of his or her decision to not stand for re-election to the Board at the 2025 Annual Meeting following the expiration of their respective terms prior to the 2025 Annual Meeting (resulting in four vacancies on the Board).
View on SEC.gov
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