CHARLES RIVER LABORATORIES INTERNATIONAL, INC. 8-K

What Happened
Charles River Laboratories International, Inc. announced that at its Annual Meeting on May 5, 2026 shareholders approved the company's 2026 Long‑Term Incentive Plan (the “2026 Incentive Plan”), which the Board had adopted March 11, 2026 subject to shareholder approval. At the same meeting shareholders elected twelve directors to serve until the 2027 annual meeting and voted on other routine matters, including an advisory vote on executive compensation and ratification of PricewaterhouseCoopers LLP as independent auditors.

Key Details

• 2026 Incentive Plan approval vote: For 41,523,179; Against 2,561,994; Abstain 17,522; Broker non‑votes 1,745,648. A copy of the plan is filed as Exhibit 10.1.
• Director elections: twelve directors were elected (names include Nancy C. Andrews; Steven Barg; Abraham Ceesay; Mark Enyedy; Birgit Girshick; Paul Graves; James C. Foster; Reshema Kemps‑Polanco; George Llado, Sr.; Martin W. Mackay; Craig B. Thompson; Virginia M. Wilson). Example vote totals: Birgit Girshick 44,023,112 For / 67,096 Against; Abraham Ceesay 35,798,426 For / 8,288,770 Against. Broker non‑votes for director items: 1,745,648.
• Advisory (say‑on‑pay) vote: For 41,356,139; Against 2,716,251; Abstain 30,305; Broker non‑votes 1,745,648.
• Auditor ratification: PwC ratified as auditor for fiscal 2026 (For 43,646,371; Against 2,186,700; Abstain 15,272). Computershare acted as independent inspector/tabulator.

Why It Matters
Approval of the 2026 Incentive Plan authorizes the company to grant equity and other long‑term awards to executives and employees under the plan’s terms (see filed Exhibit 10.1 and the proxy statement for details), which may affect future share dilution and executive compensation structure. The re‑election of the incumbent directors and passage of the advisory compensation vote indicate shareholder support for current governance and pay practices. Ratification of PwC as auditor maintains continuity in external financial oversight. Investors should review the proxy statement and the filed plan for specifics on award types, share pool size, vesting, and potential dilution.