Item 5.07 Submission of Matters to a Vote of Security Holders
Charles River Laboratories International, Inc. (the "Company") held its Annual
Meeting of Shareholders on May 9, 2023. For more information on the following
proposals, see the Company's proxy statement dated March 30, 2023. At the
Company's Annual Meeting, the following proposals were adopted by the votes
specified below:
(a) 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 Number of Shares Broker Non-Votes
Against Abstained
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
(b) 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 (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 45,471,178 10,778 515,767 13,454 1,946,418 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 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
(e) 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
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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