--- schema_version: "secwatch.filing_event.v1" accession: "0000950103-25-005798" form_type: "8-K" ticker: "CRL" cik: "0001100682" company_name: "CHARLES RIVER LABORATORIES INTERNATIONAL, INC." filed_at: "2025-05-07T23:59:59+00:00" generated_at: "2026-05-22T06:56:27.062065+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # CRL enters cooperation with Elliott, adds 4 directors, launches strategic review ## Summary - 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. ## SEC filing metadata - accession: 0000950103-25-005798 - form_type: 8-K - ticker: CRL - cik: 0001100682 - company_name: CHARLES RIVER LABORATORIES INTERNATIONAL, INC. - filed_at: 2025-05-07T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/dp228602_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950103-25-005798 - JSON: https://secwatch.observer/filing/0000950103-25-005798.json - Plain text: https://secwatch.observer/filing/0000950103-25-005798.txt ## Key facts - Executive change Paul Graves was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: elected - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change Abe Ceesay was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: elected - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change Steven Barg was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: elected - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change George E. Massaro departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: not stand for re-election - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change Deborah T. Kochevar departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: not stand for re-election - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change Mark Enyedy was elected as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: elected - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change Robert Bertolini departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: not stand for re-election - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm - Executive change Richard F. Wallman departed as Director at CHARLES RIVER LABORATORIES INTERNATIONAL, INC.. - Action: not stand for re-election - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000095010325005798/0000950103-25-005798-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.