Not independent
Tenure on this board
37.4 yrs
12 nominees · 4 ballot items.
Elect 12 directors; approve advisory vote on executive compensation (say-on-pay); approve the 2026 Long-Term Incentive Plan authorizing 4,825,000 shares; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.
Elect twelve persons nominated to the Board of Directors to hold office until the next annual meeting.
Non-binding, advisory approval of the 2025 compensation of named executive officers as disclosed in the Proxy Statement (say-on-pay).
Proposal requests an advisory (non-binding) shareholder vote approving the compensation of named executives for fiscal year 2025 as disclosed in the proxy, including the CD&A and compensation tables. Management seeks confirmation of its pay practices—pay mix heavily weighted to at-risk compensation (PSUs and RSUs), annual cash incentives tied to revenue and operating income, and governance practices such as clawback, no hedging/pledging, and independent compensation committee oversight. The Board recommends FOR, citing prior strong shareholder support (~96% in 2025), robust shareholder outreach, and program features intended to align pay with performance and retention needs. A FOR vote signals investor endorsement of the mix of metrics (non-GAAP EPS, rTSR, revenue, OI) and recent changes (elimination of options for named executives, double-trigger change-in-control provisions). An AGAINST or significant dissent could prompt additional engagement, potential program adjustments, or changes to incentive design; but the vote is advisory only and not binding on the Board.
Approve the Charles River Laboratories International, Inc. 2026 Long-Term Incentive Plan authorizing issuance of up to 4,825,000 shares and replacing the 2018 Incentive Plan.
The proposal asks shareholders to replace the existing 2018 Incentive Plan with a new 2026 Long-Term Incentive Plan that authorizes up to 4,825,000 shares (counting full-value awards as 2.0 units) for issuance. Management seeks approval because the current plan’s remaining reserve (2,274,083 shares as of the record date) is unlikely to meet future grant needs, and the new plan would ensure continuity of equity-based compensation critical for recruiting, retention, and aligning executives with shareholder interests. The Plan incorporates governance-oriented features: minimum vesting (12 months, with 3-year minimum for most awards and 95% of awards subject to vesting), double-trigger change-in-control protection, no liberal share recycling, no repricing without shareholder approval, no discounted options, director compensation caps, clawback/forfeiture provisions, and French Sub-Plan mechanics. The board and Compensation Committee relied on Pay Governance and historical burn-rate analysis (three-year average burn rate 1.1%) and overhang assessment (15.6% fully diluted) to justify the requested share amount. If approved, outstanding awards under the 2018 Plan will remain outstanding but no further grants will be made under it; if not approved, the company could be compelled to shift to cash compensation or delay grants, potentially impairing retention. The Plan’s fungible pool design and explicit governance safeguards aim to balance dilution with the company’s competitive talent needs while limiting shareholder dilution and preserving alignment with performance metrics.
Ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 3,202,204 | $552M |
| 2 | FMR LLC | 5.5% | 2,631,118 | $454M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 2,294,670 | $396M |
| 4 | HARRIS ASSOCIATES L P | 4.5% | 2,153,296 | $371M |
| 5 | Allspring Global Investments Holdings, LLC | 4.1% | 1,966,402 | $344M |
| 6 | STATE STREET CORP | 3.9% | 1,873,618 | $323M |
| 7 | BlackRock, Inc. | 3.8% | 1,824,994 | $315M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 1,536,282 | $265M |
| 9 | ARIEL INVESTMENTS, LLC | 2.9% | 1,393,699 | $240M |
| 10 | CITADEL ADVISORS LLC | 2.5% | 1,212,152 | $209M |
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