🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Charles River Laboratories. It's a formal invitation and information packet for the company's 2026 Annual Meeting of Shareholders. Think of it as the company's official "meeting agenda and voter guide," where shareholders are asked to vote on key company matters.

👉 The meeting is on Tuesday, May 5, 2026, at 8:00 a.m. in Boston, MA.

🏢 What The Company Does

Charles River Labs is a major player behind the scenes of medical research. In simple terms, they are a contract research organization (CRO). They provide essential research services, lab animals, and testing solutions to pharmaceutical and biotech companies to help develop new drugs and therapies. They don't make drugs themselves; they help other companies discover, test, and produce them.

📅 The Meeting & Your Vote

• Record Date: March 16, 2026. You must be a shareholder by this date to vote.
• Quorum Needed: Over 50% of shares must be present (in person or by proxy) for the meeting to be valid.
• Your Vote is Crucial: The company strongly urges all shareholders to vote, even if you can't attend. You can vote by mail, internet, or in person.

🗳️ The Four Proposals to Vote On

The Board of Directors recommends a "FOR" vote on all four items.

1. Elect 12 Directors: Vote to approve the proposed Board members for the coming year.
2. Advisory Vote on Executive Pay ("Say-on-Pay"): A non-binding vote to approve the compensation of top executives.
3. Approve the 2026 Long-Term Incentive Plan: Authorize a new stock-based compensation plan for employees.
4. Ratify the Auditor: Approve PricewaterhouseCoopers LLP as the company's independent accounting firm for 2026.

👥 A Major Leadership Change

The most significant news is a planned leadership transition.

• Retiring: James C. Foster, Chair, President, and CEO, who has led the company for over 30 years, will retire from those roles effective May 5, 2026. He will stay on the Board as a director.
• Incoming CEO: Birgit Girshick, the current Chief Operating Officer, will become the new CEO on May 5, 2026. She is also a nominee for the Board.
• New Board Chair: If shareholders elect the nominees, Dr. Martin W. Mackay will become the independent Chair of the Board, separating the Chair and CEO roles.

💰 Financial Snapshot & Executive Pay

The proxy provides a snapshot of 2025 performance and defends its executive pay philosophy.

• 2025 Performance: Revenue decreased 0.9%. GAAP diluted loss per share was $(2.91), down from earnings in 2024. Non-GAAP EPS decreased 0.4%. Cash flow from operations was $737.6 million.
• Pay Philosophy: The Compensation Committee states pay is strongly tied to performance. In 2025, shareholders approved pay with 96% support. The company highlights its "pay-for-performance" alignment and good governance practices (like clawback policies and holding shareholder-friendly votes).

📦 Proposal 3: The New Equity Plan

This is a key ask. The company needs shareholder approval for a new 2026 Long-Term Incentive Plan because the pool of shares under the old 2018 plan is running low.

• Shares Requested: Up to 4,825,000 shares of common stock.
• Why It Matters: Equity awards (like stock options) are a critical tool to attract, retain, and motivate employees. Without this new plan, the company says it would have to increase cash compensation, which would be more costly.

⚖️ Big Picture: Governance & Risks

👍 Strengths:

• The Board is undergoing a planned, orderly CEO succession.
• The Board is composed of experienced directors with diverse skills in science, finance, and biotech.
• The company states it has strong governance policies, including majority voting, annual board assessments, and a commitment to ESG principles.

⚠️ Risks & Considerations:

• The company faced financial headwinds in 2025, with declining revenue and a GAAP loss.
• Shareholders must evaluate if the new equity plan's share count is reasonable and aligned with shareholder interests.
• The new CEO, Ms. Girshick, is transitioning from the COO role, and her first year will be closely watched.

🔮 What's Next

If shareholders approve the proposals, the company will:

1. Install its new Board of Directors.
2. Officially separate the Chair and CEO roles, with Dr. Mackay as Chair and Ms. Girshick as CEO.
3. Implement its new equity compensation plan.
4. Continue its business of supporting drug development for its clients.

🧠 The Analogy

Voting on this proxy is like electing the board of directors and approving the employee handbook for a major sports league. You're choosing the overseers (the Board) and the rules for how the star coaches and players (executives and employees) get paid and incentivized, all to ensure the league (the company) competes and succeeds long-term.

📇 Key Contacts & People

• James C. Foster: Chair, President, and CEO (retiring May 5, 2026)
• Birgit Girshick: Chief Operating Officer (incoming CEO on May 5, 2026)
• Matthew L. Daniel: Corporate Secretary
• General Counsel Email for Meeting Tickets: [email protected]
• Corporate Secretary Address: 251 Ballardvale Street, Wilmington, Massachusetts 01887

🧩 Final Takeaway

This proxy centers on a pivotal moment for Charles River Labs: a generational CEO transition from founder James Foster to insider Birgit Girshick. Alongside standard votes on the board and auditors, shareholders must decide on a new employee equity plan and give an advisory nod to executive pay during a period of mixed financial results.