--- schema_version: "secwatch.filing_event.v1" accession: "0001100682-23-000012" form_type: "8-K" ticker: "CRL" cik: "0001100682" company_name: "CHARLES RIVER LABORATORIES INTERNATIONAL, INC." filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T00:36:07.254076+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Charles River Labs annual meeting: directors elected, say-on-pay approved, PETA proposal defeated ## Summary - All 11 director nominees elected; Martin W. Mackay received 28.5M for vs 17.5M against (significant opposition). - Advisory say-on-pay approved with 40.3M for vs 5.7M against. - Shareholders voted for one-year frequency of say-on-pay votes (45.5M for one year). - Ratification of PwC as auditor approved (45.5M for). - PETA shareholder proposal to report on non-human primate imports defeated (29.4M against vs 16.4M for). ## SEC filing metadata - accession: 0001100682-23-000012 - form_type: 8-K - ticker: CRL - cik: 0001100682 - company_name: CHARLES RIVER LABORATORIES INTERNATIONAL, INC. - filed_at: 2023-05-15T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/0001100682-23-000012-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/crl-20230515.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001100682-23-000012 - JSON: https://secwatch.observer/filing/0001100682-23-000012.json - Plain text: https://secwatch.observer/filing/0001100682-23-000012.txt ## Key facts - Shareholder Votes CHARLES RIVER LABORATORIES INTERNATIONAL, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-09 source text: The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers. For Against Abstain Broker Non-Votes 40,252,161 5,727,678 31,338 1,946,418 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/0001100682-23-000012-index.htm - Shareholder Votes CHARLES RIVER LABORATORIES INTERNATIONAL, INC. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors at the 2023-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-09 source text: The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2023. For Against Abstain Broker Non-Votes 45,515,845 2,419,202 22,548 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/0001100682-23-000012-index.htm - Shareholder Votes CHARLES RIVER LABORATORIES INTERNATIONAL, INC. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-05-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-09 source text: 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 45,471,178 10,778 515,767 13,454 1,946,418 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/0001100682-23-000012-index.htm - Shareholder Votes CHARLES RIVER LABORATORIES INTERNATIONAL, INC. shareholders approved Election of Directors at the 2023-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-09 source text: The following eleven (11) directors were elected to serve until our 2024 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 43,579,312 2,358,658 73,207 1,946,418 Nancy C. Andrews 44,650,631 1,341,754 18,792 1,946,418 Robert J. Bertolini 44,516,198 1,475,422 19,557 1,946,418 Deborah T. Kochevar 39,420,122 6,572,677 18,378 1,946,418 George Llado, Sr. 43,662,653 2,329,118 19,406 1,946,418 Martin W. Mackay 28,520,093 17,471,571 19,513 1,946,418 George E. Massaro 43,360,879 2,632,513 17,785 1,946,418 C. Richard Reese 43,199,915 2,793,600 17,662 1,946,418 Craig B. Thompson 45,551,367 440,372 19,438 1,946,418 Richard F. Wallman 43,370,869 2,394,188 246,120 1,946,418 Virginia M. Wilson 44,631,226 1,363,328 16,623 1,946,418 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/0001100682-23-000012-index.htm - Shareholder Votes CHARLES RIVER LABORATORIES INTERNATIONAL, INC. shareholders rejected Shareholder proposal to publish a report on non-human primates imported by the Company at the 2023-05-09 meeting. - Outcome: failed - Meeting: 2023-05-09 source text: The shareholders did not approve the shareholder proposal submitted by PETA to publish a report on non-human primates imported by the Company. For Against Abstain Broker Non-Votes 16,382,651 29,395,105 233,421 1,946,418 evidence_url: https://www.sec.gov/Archives/edgar/data/1100682/000110068223000012/0001100682-23-000012-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.