0001564590-19-020141.txt : 20190522 0001564590-19-020141.hdr.sgml : 20190522 20190522144310 ACCESSION NUMBER: 0001564590-19-020141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190521 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190522 DATE AS OF CHANGE: 20190522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES RIVER LABORATORIES INTERNATIONAL INC CENTRAL INDEX KEY: 0001100682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061397316 FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15943 FILM NUMBER: 19845216 BUSINESS ADDRESS: STREET 1: 251 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 781-222-6000 MAIL ADDRESS: STREET 1: 251 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: CHARLES RIVER LABORATORIES HOLDINGS INC DATE OF NAME CHANGE: 19991208 8-K 1 crl-8k_20190521.htm 8-K crl-8k_20190521.htm

 

 

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

Date of Report (Date of earliest event reported): May 21, 2019

 

Charles River Laboratories International, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15943

06-1397316

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

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 (see General Instructions A.2. below):

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

CRL

 

New York Stock Exchange

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. ☐

 

 

 

 

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

The Company held its Annual Meeting of Shareholders on May 21, 2019.  For more information on the following proposals, see the Company’s proxy statement dated April 4, 2019.  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 2020 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

39,570,848

1,695,075

23,141

1,773,654

Robert J. Bertolini

41,100,930

171,492

16,642

1,773,654

Stephen D. Chubb

40,200,993

1,071,686

16,385

1,773,654

Deborah T. Kochevar

36,194,155

5,079,021

15,888

1,773,654

Martin W. MacKay

40,461,897

810,773

16,394

1,773,654

Jean-Paul Mangeolle

41,100,164

172,466

16,434

1,773,654

George E. Massaro

40,244,121

1,030,492

14,451

1,773,654

George M. Milne, Jr.

31,332,635

9,939,980

16,449

1,773,654

C. Richard Reese

40,484,367

790,337

14,360

1,773,654

Richard F. Wallman

29,392,447

11,882,097

14,520

1,773,654

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

For

Against

Abstain

Broker Non-Votes

40,033,905

1,228,499

26,660

1,773,654

                           

(c)The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2019.

For

Against

Abstain

Broker Non-Votes

42,089,606

957,472

15,640

0

 

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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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 thereunto duly authorized.

 

 

 

Charles River Laboratories International, Inc.

 

 

 

 

Date: May 22, 2019

 

By:

/s/ Matthew Daniel

 

 

 

Name: Matthew Daniel

 

 

 

Title: Corporate Senior Vice President, Legal Compliance & Deputy General Counsel

 

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