CRL - CHARLES RIVER LABORATORIES INTERNATIONAL INC
Form DEF 14A Period: MAY.08.18 Date Filed: MAR.29.18
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  Form DEF 14A (Entire Filing)

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Page 1: UNITED STATES

Page 2: YOUR VOTE IS IMPORTANT.

Page 3: Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholder

Page 4: CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Page 5: PROXY SUMMARY

Page 6: Advisory Vote on Executive Compensation

Page 7: Ratification of Auditors

Page 8: CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Page 9: Votes Required

Page 10: PROPOSAL ONE

Page 11: NOMINEES FOR DIRECTORS

Page 12: N/A

Page 13: N/A

Page 14: N/A

Page 15: N/A

Page 16: Corporate Governance

Page 17: CRLLeadDirector@crl.com

Page 18: The Board of Directors and Its Committees

Page 19: Audit Committee and Financial Experts

Page 20: Compensation Committee

Page 21: Corporate Governance and Nominating Committee

Page 22: Science and Technology Committee

Page 23: Strategic Planning and Capital Allocation Committee

Page 24: Meeting Attendance

Page 25: N/A

Page 26: Director Stock Ownership Requirement

Page 27: BENEFICIAL OWNERSHIP OF SECURITIES

Page 28: SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Page 29: PROPOSAL TWO ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Page 30: N/A

Page 31: N/A

Page 32: Advisory Vote and Board Recommendation

Page 33: PROPOSAL THREE APPROVAL OF THE 2018 INCENTIVE PLAN

Page 34: There are a number of reasons why we believe approving this Plan is important:

Page 35: The Plan includes features designed to protect shareholder interests

Page 36: If the Plan is not approved, we would experience a serious disruption of our compensation programs a

Page 37: Non-Employee Director Limit

Page 38: Description of Awards

Page 39: Restricted Stock

Page 40: Repricings

Page 41: Certain Transactions

Page 42: French Schedule

Page 43: Stock Appreciation Rights

Page 44: Deferred Stock

Page 45: Equity Compensation Plan Information

Page 46: i.e.

Page 47: Share Utilization Disclosure

Page 48: COMPENSATION DISCUSSION AND ANALYSIS

Page 49: 2017 Advisory Vote on Executive Compensation

Page 50: Introduced Performance Share Units and Increased the Performance Orientation of the Long-Term Incent

Page 51: Historical Elements of Our Compensation Practices

Page 52: N/A

Page 53: Appendix A

Page 54: Objectives of the Compensation Program

Page 55: Compensation Elements

Page 56: Total Compensation Strategy and Peer Group

Page 57: Fiscal Year 2017 Compensation Analysis Methodology

Page 58: Annual Base Salary

Page 59: N/A

Page 60: N/A

Page 61: Long-Term Equity Incentive Awards

Page 62: N/A

Page 63: N/A

Page 64: Benefits and Perquisites

Page 65: Deferred Compensation Plan Contributions

Page 66: Clawback Policy

Page 67: REPORT OF COMPENSATION COMMITTEE

Page 68: 2017 Summary Compensation Table

Page 69: 2017 Grants of Plan-Based Awards

Page 70: Description of Certain Awards Granted in 2017

Page 71: N/A

Page 72: Outstanding Equity Awards at Fiscal 2017 Year-End

Page 73: 2017 Option Exercises and Stock Vested

Page 74: N/A

Page 75: 2017 Nonqualified Deferred Compensation

Page 76: Potential Payments upon Termination or Change in Control

Page 77: Severance Plans

Page 78: N/A

Page 79: Severance Payments Absent a Change-in-Control

Page 80: N/A

Page 81: N/A

Page 82: Severance Payments Following a Change in Control

Page 83: N/A

Page 84: 2017 Pay Ratio Disclosure

Page 85: Determining our Median Employee

Page 86: REPORT OF THE AUDIT COMMITTEE

Page 87: The foregoing report should not be deemed incorporated by reference into any filing under the Securi

Page 88: PROPOSAL FOUR

Page 89: Policy and Procedures on Engagement and Retention of the Independent Auditor for Audit, Audit-Relate

Page 90: Certain Matters Relating to Proxy Materials and Annual Reports

Page 91: Appendix A

Page 92: N/A

Page 93: Appendix B

Page 94: OTHER AWARD LIMITS.

Page 95: N/A

Page 96: N/A

Page 97: AWARDS REQUIRING EXERCISE

Page 98: PERFORMANCE AWARDS

Page 99: 5. EFFECT OF CERTAIN TRANSACTIONS

Page 100: CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

Page 101: 8. NON-LIMITATION OF THE COMPANY'S RIGHTS

Page 102: N/A

Page 103: N/A

Page 104: 13. SECTION 409A OF THE CODE

Page 105: 14. EFFECTIVE DATE OF THE PLAN

Page 106: French Schedule

Page 107: "ELIGIBLE FRENCH EMPLOYEE

Page 108: 10 percent

Page 109: To the extent that a Qualified Deferred Stock Award vests less than two years after the Grant Date,

Page 110: If the French Participant ceases to be in employment due to Disability after the vesting but before

Page 111: 15 Conclusion

Page 112: N/A

Page 113: N/A

Page 114: . q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE

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