Item 16. Form 10-K Summary

17K characters. Original on sec.gov · Markdown

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
February 17, 2021	By:	/s/ DAVID R. SMITH
	David R. Smith
	Corporate Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.


Signatures		Title	Date
By:	/s/ JAMES C. FOSTER	Chairman, President and Chief Executive Officer	February 17, 2021
	James C. Foster

By:	/s/ DAVID R. SMITH	Corporate Executive Vice President and	February 17, 2021
	David R. Smith	Chief Financial Officer

By:	/s/ MICHAEL G. KNELL	Corporate Senior Vice President and	February 17, 2021
	Michael G. Knell	Chief Accounting Officer

By:	/s/ NANCY C. ANDREWS	Director	February 17, 2021
	Nancy C. Andrews

By:	/s/ ROBERT J. BERTOLINI	Director	February 17, 2021
	Robert J. Bertolini

By:	/s/ STEPHEN D. CHUBB	Director	February 17, 2021
	Stephen D. Chubb

By:	/s/ DEBORAH T. KOCHEVAR	Director	February 17, 2021
	Deborah T. Kochevar

By:	/s/ GEORGE LLADO	Director	February 17, 2021
	George Llado

By:	/s/ MARTIN MACKAY	Director	February 17, 2021
	Martin Mackay

By:	/s/ GEORGE E. MASSARO	Director	February 17, 2021
	George E. Massaro

By:	/s/ GEORGE M. MILNE, JR.	Director	February 17, 2021
	George M. Milne, Jr.

By:	/s/ C. RICHARD REESE	Director	February 17, 2021
	C. Richard Reese

By:	/s/ RICHARD F. WALLMAN	Director	February 17, 2021
	Richard F. Wallman

By:	/s/ VIRGINIA M. WILSON	Director	February 17, 2021
	Virginia M. Wilson

EXHIBIT INDEX


Exhibit No.	Description	Filed with this Form 10-K	Incorporation by Reference
Form	Filing Date	Exhibit No.
2.1	Agreement and Plan of Merger, dated as of February 17, 2021, by and among Charles River Laboratories International, Inc., Memphis Merger Sub, Inc., Cognate BioServices, Inc. and Mercury Fund 2 Holdco LLC, solely in its capacity as the initial representative of the Company Shareholders		8-K	February 17, 2021	2.1
3.1	Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc. dated June 5, 2000		S-1/A	June 23, 2000	3.1
3.2	Fifth Amended and Restated By-Laws of Charles River Laboratories International, Inc.		8-K	May 16, 2016	3.2
4.1	Form of Common Stock certificate, $0.01 par value, of Charles River Laboratories International, Inc.		S-1/A	June 23, 2000	4.1
4.2	Description of Securities		10-K	February 11, 2020	4.2
4.3*	Charles River Laboratories International, Inc. Form of Performance Share Unit granted under the 2007 Incentive Plan		10-K	February 27, 2013	4.4
4.4*	Charles River Laboratories International, Inc. Form of Performance Share Unit granted under the 2016 Incentive Plan		10-K	February 14, 2017	4.3
4.5*	Charles River Laboratories International, Inc. Form of Performance Share Unit granted under the 2018 Incentive Plan		10-Q	August 5, 2020	10.3
4.6	Charles River Laboratories International, Inc. Indenture Agreement with MUFG Union Bank, N.A. as Trustee dated April 3, 2018		8-K	April 3, 2018	4.1
4.7	Charles River Laboratories International, Inc. First Supplemental Indenture dated as of April 3, 2018 to the Indenture dated as of April 3, 2018		8-K	April 3, 2018	4.2
4.8	Form of Note for 5.500% Senior Notes due 2026		8-K	April 3, 2018	4.3
4.9	Charles River Laboratories International, Inc. Second Supplemental Indenture, dates as of October 23, 2019, to the Indenture dated as of April 3, 2018		8-K	October 23, 2019	4.1
4.10	Form of Note for 4.250% Senior Notes due 2028		8-K	October 23, 2019	4.2
10.1*	Charles River Laboratories International, Inc. 2007 Incentive Plan, as amended		10-K	February 17, 2015	10.13
10.2*	Charles River Laboratories International, Inc. 2016 Incentive Plan		10-Q	August 3, 2016	10.1
10.3*	Charles River Laboratories International, Inc. Amended and Restated 2018 Incentive Plan, dated March 20, 2018, as amended and restated May 6, 2020		10-Q	May 7, 2020	10.1
10.4*	Charles River Laboratories International, Inc. Form of Stock Option granted under the 2007 Incentive Plan, as amended		10-K	February 20, 2008	10.17
10.5*	Charles River Laboratories International, Inc. Form of Stock Option granted under the 2016 Incentive Plan		10-K	February 14, 2017	10.4
10.6*	Charles River Laboratories International, Inc. Form of Restricted Stock Award granted under the 2007 Incentive Plan, as amended		10-K	February 20, 2008	10.18
10.7*	Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2007 Incentive Plan		10-K	February 14, 2017	10.6
10.8*	Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2016 Incentive Plan		10-K	February 14, 2017	10.7
10.9*	Charles River Laboratories International, Inc. Form of Non-Qualified Stock Option granted under the 2018 Incentive Plan		10-Q	August 5, 2020	10.1
10.10*	Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2018 Incentive Plan		10-Q	August 5, 2020	10.2
10.11*	Charles River Corporate Officer Separation Plan dated April 30, 2010		10-Q	August 3, 2010	10.1
10.12*	Form of Change in Control Agreement		10-K	February 23, 2009	10.7
10.13*	Executive Incentive Compensation Plan dated January 1, 2016		10-K	February 12, 2016	10.4


Exhibit No.	Description	Filed with this Form 10-K	Incorporation by Reference
Form	Filing Date	Exhibit No.
10.14*	Charles River Laboratories International, Inc. Non-Employee Directors Deferral Plan dated April 5, 2016		10-Q	May 4, 2016	10.1
10.15*	Charles River Laboratories, Inc. Executive Life Insurance/Supplemental Retirement Income Plan		10-K	March 9, 2005	10.23
10.16*	Charles River Laboratories amended and restated Deferred Compensation Plan, as amended		10-K	February 27, 2012	10.11
10.17*	Amended and Restated Deferred Compensation Plan Document dated July 17, 2012		10-Q	August 7, 2012	10.1
10.18*	Employment Agreement by and Between James C. Foster and the Company dated February 12, 2018		8-K	February 13, 2018	99.2
10.19*	Agreement between David Smith and Charles River Laboratories, Inc. effective October 26, 2020		10-Q	October 29, 2020	10.1
10.20	Charles River Laboratories International, Inc. Eighth Amended and Restated Credit Agreement dated March 26, 2018		8-K	March 26, 2018	10.1
10.21	Charles River Laboratories International, Inc. Second Amendment dated September 25, 2019 relating to the Eighth Amended and Restated Credit Agreement dated March 26, 2018		10-Q	November 6, 2019	10.2
10.22	Charles River Laboratories International, Inc. Third Amendment dated November 4, 2019 relating to the Eighth Amended and Restated Credit Agreement dated March 26, 2018		10-Q	November 6, 2019	10.3
10.23*	Agreement between David Johst and Charles River Laboratories, Inc. effective July 26, 2019		10-Q	November 6, 2019	10.1
10.24	Share Sale and Purchase Agreement dated April 27, 2019		8-K	May 1, 2019	2.1
21.1	Subsidiaries of Charles River Laboratories International, Inc.	X
23.1	Consent of PricewaterhouseCoopers LLP	X
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	X
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	X
32.1	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer	X
101.INS	eXtensible Business Reporting Language (XBRL) Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	XBRL Taxonomy Extension Labels Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X
* Management contract or compensatory plan, contract or arrangement.

Previous: Item 15. (a)(1) and (2) Financial Statements and Schedules