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 9, 2017 |
Charles River Laboratories International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-15943 | 06-1397316 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | 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:
[ ] 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))
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 9, 2017. For more information on the following proposals, see the Company’s proxy statement dated March 30, 2017. At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below:
(a) The following nine (9) directors were elected to serve until our 2018 Annual Meeting of Shareholders and received the number of votes listed opposite each of their names below:
| Number of Shares | Number of Shares | Number of Shares | Broker Non-Votes | |||||||||||||
| Voted For | Voted Against | Abstained | ||||||||||||||
James C. Foster |
38,283,813 | 1,204,425 | 115,255 | 1,927,504 | ||||||||||||
Robert J. Bertolini |
39,164,988 | 327,909 | 110,596 | 1, 927,504 | ||||||||||||
Stephen D. Chubb |
38,832,169 | 660,558 | 110,766 | 1, 927,504 | ||||||||||||
Deborah T. Kochevar |
38,508,124 | 985,369 | 110,000 | 1, 927,504 | ||||||||||||
George E. Massaro |
39,018,756 | 475,839 | 108,898 | 1, 927,504 | ||||||||||||
George M. Milne, Jr. |
33,262,119 | 6,331,442 | 9,932 | 1, 927,504 | ||||||||||||
C. Richard Reese |
38,972,763 | 521,887 | 108,843 | 1, 927,504 | ||||||||||||
Craig B. Thompson |
38,492,641 | 999,535 | 111,317 | 1, 927,504 | ||||||||||||
Richard F. Wallman |
35,008,916 | 4,485,565 | 109,012 | 1, 927,504 | ||||||||||||
(b) The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||
38,617,406
|
902,734 | 83,353 | 1,927,504 | |||||||||
(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 | ||||||||||||
34,954,363
|
13,858 | 4,552,989 | 82,283 | 1,927,504 | ||||||||||||
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 Incentive Compensation Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||
39,028,241
|
481,840 | 93,412 | 1,927,504 | |||||||||
(e) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2017.
| For | Against | Abstain | Broker Non-Votes | |||||||||
41,043,128
|
473,317 | 14,552 | 0 | |||||||||
(f) The shareholders did not approve the shareholder proposal submitted by PETA to prohibit conducting business with certain dealers and laboratories who violate the Animal Welfare Act or are under investigation by the U.S. Department of Agriculture Investigative Enforcement Services.
| For | Against | Abstain | Broker Non-Votes | |||||||||
1,003,735
|
37,578,697 | 1,021,061 | 1,927,504 | |||||||||
Computershare Trust Company, N.A., our transfer agent, acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders.
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 hereunto duly authorized.
| Charles River Laboratories International, Inc. | ||||
| May 11, 2017 | By: |
Karen Queen Stern
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| Name: Karen Queen Stern | ||||
| Title: Assistant Secretary/Corporate Counsel | ||||