Charles River Laboratories (CRL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 5, 2026, with 12 director nominees, including a planned CEO transition from Mr. Foster to Ms. Girshick effective at the meeting.

• Shareholders will vote on executive compensation, a new long-term incentive plan, and ratification of PricewaterhouseCoopers LLP as auditor.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Four main proposals: election of directors, advisory vote on executive compensation, approval of the 2026 Long-Term Incentive Plan, and auditor ratification.

• Proxy access by-law allows eligible shareholders to nominate directors for inclusion in the proxy statement.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026.

Board of directors and corporate governance

• Board will separate Chair and CEO roles after the 2026 meeting, with Dr. Mackay becoming Chair.

• Majority of directors are independent; annual board and committee evaluations are conducted.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, New Approach Methodologies and Science, and Strategic Planning and Capital Allocation.

• Directors are subject to stock ownership requirements and a mandatory retirement age.