Charles River Laboratories International, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   May 8, 2012

Charles River Laboratories International, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-15943 06-1397316
(State or other jurisdiction
(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))

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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 8, 2012. For more information on the following proposals, see the Company’s proxy statement dated March 30, 2012. At the Annual Meeting the proposals were adopted by the votes specified below:

  (a)   The following ten (10) directors were elected to serve until the Company’s 2013 Annual Meeting of Shareholders and received the number of votes listed opposite each of their names below:
    Number of   Number of    
    Shares Voted For   Shares Withheld   Broker Non-Votes
James C. Foster
    41,412,893       931,554       2,636,858  
Robert J. Bertolini.
    42,193,351       151,096       2,636,858  
Stephen D. Chubb
    38,565,658       3,778,789       2,636,858  
Deborah T. Kochevar.
    32,856,098       9,488,349       2,636,858  
George E. Massaro
    41,173,968       1,170,479       2,636,858  
George M. Milne, Jr.
    42,191,911       152,536       2,636,858  
C. Richard Reese
    33,194,572       9,149,875       2,636,858  
Samuel O. Thier
    39,565,602       2,778,845       2,636,858  
Richard F. Wallman
    37,367,180       4,977,267       2,636,858  
William H. Waltrip
    29,157,749       13,186,698       2,636,858  

  (b)   The shareholders did not approve, on an advisory, non-binding basis, the compensation of our named executive officers.
For   Against   Abstain   Broker Non-Votes
    27,050,696       19,248       2,636,858  

While this vote is advisory, the Board of Directors takes these results seriously and intends to factor its shareholders’ views into its executive compensation program.

  (e)   The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal 2012.
For   Against   Abstain   Broker Non-Votes
    457,835       18,406       0  

  (e)   The shareholders did not approve the Shareholder Proposal submitted by PETA to require annual reports by the Board of Directors pertaining to USDA citations and animal welfare considerations.
For   Against   Abstain   Broker Non-Votes
    33,445,457       7,315,050       2,636,858  

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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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, 2012   By:   /s/ Matthew L. Daniel
        Name: Matthew L. Daniel
        Title: Corporate Vice President, Deputy General Counsel and Assistant Secretary