UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

March 31, 201630, 2017

Dear Shareholder,

        You are cordially invited to attend the 20162017 Annual Meeting of Shareholders of Charles River Laboratories International, Inc. to be held at 8:30 a.m. on Wednesday,Tuesday, May 11, 2016, at the Conference Center9, 2017, at the offices of Goodwin ProcterCooley LLP, Exchange Place, 53 State500 Boylston Street, Boston, Massachusetts 02109.02116.

        At the Annual Meeting, nine persons will be elected to our Board of Directors. We will also seek shareholder approval of the Charles River Laboratories International, Inc. 2016 Incentive Compensation Plan. In addition, we will also hold a vote on an advisory resolution on our executive compensation, hold a vote on an advisory resolution of the frequency of future advisory votes on executive compensation and ask shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2016.2017. Finally, a shareholder has proposed a resolution as described in this Proxy Statement. Our Board of Directors recommends the approval of the proposals to elect the nine directors, to authorize the new equity incentive plan, to approve the advisory votevotes on our executive compensation and frequency of future advisory votes on executive compensation, to authorize the new incentive compensation plan, and to ratify the selection of PricewaterhouseCoopers LLP. Our Board of Directors recommends that you vote against the shareholder proposal. Such other business will be transacted as may properly come before the Annual Meeting.

        Whether you plan to attend the Annual Meeting or not, it is important that your shares are represented. Therefore, we urge you to complete, sign, date, and return the enclosed proxy card promptly in accordance with the instructions set forth on the card. This will ensure your proper representation at the Annual Meeting.

		Sincerely,
		James C. Foster Chairman, President and Chief Executive Officer

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 11, 2016.9, 2017.

        This Proxy Statement and our Annual Report to Shareholders are available atwww.criver.com/annual2016annual2017.

        In addition, our Annual Report on Form 10-K for fiscal year 20152016 can be found on the same website.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To beto Be Held on May 11, 20169, 2017

To the Shareholders of
Charles River Laboratories International, Inc.:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Charles River Laboratories International, Inc., a Delaware corporation, will be held on Wednesday,Tuesday, May 11, 2016, at the Conference Center9, 2017, at the offices of Goodwin ProcterCooley LLP, Exchange Place, 53 State500 Boylston Street, Boston, Massachusetts 02109,02116, at 8:30 a.m., for the following purposes:

1.

To elect the nine (9) persons named in this Proxy Statement to our Board of Directors to hold office until the next Annual Meeting of Shareholders.



2.

To approve an advisory resolutionvote on our executive compensation.



3.

To hold an advisory vote on the frequency of future advisory votes on executive compensation.



4.

To approve the Charles River Laboratories International, Inc. 2016 Incentive Compensation Plan.



4.5.

To consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.30, 2017.



5.6.

To vote on a shareholder proposal described in this Proxy Statement if properly presented at this meeting.



7.

To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

        The Board of Directors has fixed the close of business on March 15, 201613, 2017 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments thereof.

        All shareholders are cordially invited to attend the Annual Meeting. Attendance at the Annual Meeting will be limited to shareholders and those holding proxies from shareholders.

        An admission ticket and government-issued picture identification will be required to enter the Annual Meeting. Any individual arriving without an admission ticket will not be admitted to the Annual Meeting unless it can be verified that the individual is a Charles River shareholder as of the record date for the Annual Meeting. Shareholders may obtain an Annual Meeting ticket by writing to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887. If you are a registered holder, please so indicate in your request. If your shares are held by a bank, broker, or nominee, you must enclose evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee. Please submit your ticket request and proof of ownership as promptly as possible in order to ensure you receive your ticket in time for the meeting. Admission to the Annual Meeting will be on a first-come, first-served basis.

		By Order of the Board of Directors
		David P. Johst Corporate Secretary

March 31, 201630, 2017

        Whether you plan to attend the Annual Meeting or not, you are requested to complete, sign, date and return the enclosed proxy card as soon as possible in accordance with the instructions on the proxy card. A pre-addressed, postage prepaidpostage-prepaid return envelope is enclosed for your convenience.

PROXY SUMMARY

        The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

Voting Matters and Vote Recommendations

        There are foursix items of business which we currently expect to be considered at our 20162017 Annual Meeting. The following table lists those items of business and our Board's vote recommendation.

Director Nominees

        The following table provides summary information about each of our director nominees.

Key: AC: AC—Audit Committee; CC: CC—Compensation Committee; CGNC: CGNC—Corporate Governance and Nominating Committee; SPCAC: SPCAC—Strategic Planning and Capital Allocation Committee; STC: STC—Science and Technology Committee; EC: EC—Executive Committee; C: FC—Finance Committee; C—Chairperson; M: M—Member. The Finance Committee became effective January 1, 2017.

Advisory Vote on Executive Compensation/Changes to Executive Compensation Program in Fiscal 2015

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 20152016 annual meeting of shareholders (97.7%(98.4% of shares voted on this matter; 98.2%98.7% excluding abstentions). We attribute this level of support to the significant actions we implemented from 2012 through 2014,2015, including significant changes to our executive compensation program during that period, as noted below:

•

We obtainhave obtained advice and recommendations on executive compensation best practices from our independent external compensation consultant, Pay Governance LLC.



•

We shifted our Executive Long-Term Equity Incentive Compensation Program for our officers (including each of our named executives) to be more directly performance basedperformance-based by restructuring awards made to those officers so that they were comprised of approximately 60% Performance Share Units (PSUs) incorporating relative Total Shareholder Return (TSR) and non-GAAP Earnings Per Share (EPS) metrics, 20% stock options, and 20% restricted stock/units.



•

For the limited number of our executives with whom we had change-in-control agreements (which included each of our executive officers), we amended these agreements to eliminate any "gross up""gross-up" payment by the Company of any "golden parachute" excise taxes.



•

We eliminated our Corporate Officer Discretionary Allowance (CODA) program.



•

In the 2016 Incentive Plan approved by shareholders at the 2016 Annual Meeting, we added a "double-trigger requirement" for accelerated equity vesting.



•

We added a Clawback Policy to our Corporate Governance Guidelines.



•

We engagehave engaged in substantial outreach efforts with our major shareholders to gather feedback, including 65%who together comprised more than a majority of the holders of our outstanding shares.

        In addition to the changes noted above, we have taken further action this year by including "double-trigger" accelerated equity vesting in the 2016 Incentive Plan, which we are submitting to shareholders for their approval this year.year an Incentive Compensation Plan, which will allow us to maximize the tax deductibility of certain elements of our executive compensation program.

        The Compensation Committee believes that these changes were responsive to feedback from investors and enhanced the performance orientation of our executive compensation program. In addition, we had a very strong fiscal year in 2015, with a 24.6% increase in our total shareholder return, and an 8.7% increase in non-GAAP EPS from continuing operations. Please seeAppendix A to this Proxy Statement for a reconciliation of our non-GAAP EPS to GAAP EPS for 2015.

        Accordingly, we are asking for shareholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement.

2016 Advisory Vote on Frequency of Future Advisory Vote on Executive Compensation

        In 2011, our shareholders indicated their preference for having a "say-on-pay" vote every year. This advisory (non-binding) "frequency" vote is required once every six years. Shareholders are able to specify one of four choices for this proposal on the proxy card: one year, two years, three years, or abstain.

        The Board of Directors recommends an annual advisory vote on executive compensation.

Incentive Compensation Plan

        We are asking our shareholders to approve our 2016the Company's Incentive Plan (the Plan) authorizing the issuance of up to 6,116,000 shares of our common stock. This includes 3,649,000 new shares and 2,467,000 of the shares remaining available for issuance under the existing 2007 IncentiveCompensation Plan, which expires in 2017. Our Board believes that our continued growth depends, in large part, upon our ability to attract, motivate and retain key employees and directors, and that stock incentive awards are an important means of doing so. However, our current pool is not likely to be sufficient to satisfy our prospective equity compensation needs and with the 2007 Incentive Plan expiring, approval of a new plan is necessary to ensure that we can continue to issue stock incentive awards without disruption.

        In addition, there are a number of other reasons why we believe approving this 2016 Incentive Plan is important:

•

The Plan will allow us to continuestructure grants of certain incentive awards to key executives to maximize their tax deductibility as performance-based awards under Section 162(m) of the Internal Revenue Code.

        The Board of Directors has determined that it would be in the Company's best interests to preserve the flexibility to grant equitycertain cash incentive awards an importantfor 2018 and future years that are structured to comply with the qualified performance-based compensation exception under Section 162(m), and therefore has adopted the Charles River Laboratories International, Inc. Incentive Compensation Plan (the Incentive Compensation Plan) under which such awards may be granted. One of the requirements of the qualified performance-based compensation exception under Section 162(m) is that the material terms of the performance objective for the pool under which compensation may be paid be disclosed to and approved by the Company's shareholders.

        If our shareholders approve the Incentive Compensation Plan, then certain cash incentive toolawards for creating shareholder value.

•

Equity2018 and future years awarded to our chief executive officer and our next three most highly compensated executive officers (other than our chief financial officer) may be structured to comply with the qualified performance-based compensation exception under Section 162(m), subject to compliance with the terms of the Incentive Compensation Plan. If our shareholders do not approve the Incentive Compensation Plan, then, due to the application of Section 162(m), certain cash incentive awards are critical as a recruitingfor 2018 and retention tool.



•

Equity awards are critical as a motivational tool.



•

We have demonstrated prudent equity compensation practices.



•

The Plan includes features designedfuture years awarded to protect shareholder interests.



•

Ifthose executive officers may not be fully tax deductible to the Plan is not approved, we would experience a serious disruption of our compensation programs and we would be compelled to increase the cash component of employee compensation.

Ratification of Auditors

        We are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2016.2017. Set forth below is a summary of PricewaterhouseCoopers' fees for services for fiscal years 20152016 and 2014.2015.

        Detail regarding these fees can be found on page 8268 of this Proxy Statement.

Shareholder Proposal

        The Board recommends a vote against a proposal submitted by the People for the Ethical Treatment of Animals.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
251 Ballardvale Street
Wilmington, Massachusetts 01887
(781) 222-6000

PROXY STATEMENT

For Annual Meeting of Shareholders
To beto Be Held May 11, 20169, 2017

GENERAL INFORMATION

        This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Charles River Laboratories International, Inc., a Delaware corporation, of proxies, in the accompanying form, to be used at the Annual Meeting of Shareholders to be held at the Conference Center at the offices of Goodwin ProcterCooley LLP, Exchange Place, 53 State500 Boylston Street, Boston, Massachusetts 0210902116 on Wednesday,Tuesday, May 11, 2016,9, 2017, at 8:30 a.m., and any postponements or adjournments thereof (the Meeting). The Notice of Meeting, this Proxy Statement, the enclosed proxy card and our Annual Report to Shareholders for the year ended December 26, 201531, 2016 are being mailed to shareholders on or about March 31, 2016.30, 2017. Copies of these documents may also be obtained free of charge through our website atwww.criver.com/annual2016.annual2017.

        When proxies in the accompanying form are properly executed and received, the shares represented thereby will be voted at the Meeting in accordance with the directions noted thereon. If no direction is indicated on the proxy and it is signed, the shares represented thereby will be voted "FOR" the election of the Board's nominees as directors, 2016 Incentive Plan, the advisory vote on executive compensation, an annual advisory vote on the frequency of advisory vote on executive compensation, the Charles River Laboratories International, Inc. Incentive Compensation Plan and the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2016.2017, and "AGAINST" the shareholder proposal, as described in this Proxy Statement.

        Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to us a written notice of revocation or a duly executed proxy bearing a later date. Any shareholder who has executed a proxy but is present at the Meeting, and who wishes to vote in person, may do so by revoking his or her proxy as described in the preceding sentence. Shares represented by valid proxies in the form enclosed, received in time for use at the Meeting and not revoked at or prior to the Meeting, will be voted at the Meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Meeting. Votes of shareholders of record who are present at the Meeting in person or by proxy, abstentions, and broker non-votes are counted as present or represented at the Meeting for purposes of determining whether a quorum exists.

        If you hold your shares of common stock through a broker, bank or other representative, generally the broker or your representative may only vote the common stock that it holds for you in accordance with your instructions. However, if it has not timely received your instructions, the broker or your representative may vote on certain matters for which it has discretionary voting authority. Brokers may not vote without specified instruction in the election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 2), the advisory vote on frequency of advisory vote on executive compensation (Proposal 3), the Charles River Laboratories International, Inc. Incentive Compensation Plan (Proposal 4), and the 2016 Incentive Planshareholder proposal, as described in this Proxy Statement (Proposal 3)6), but may cast discretionary votes in the ratification of the independent registered public accounting firm (Proposal 4)5). If a broker or your representative cannot vote on a particular matter because it does not have discretionary voting authority, this is considered to be a "broker non-vote" on that matter.

        The close of business on March 15, 201613, 2017 has been fixed as the record date for determining the shareholders entitled to notice of and to vote at the Meeting. As of the close of business on March 15,

2016,13, 2017, we had 47,101,22147,624,868 shares of common stock outstanding and entitled to vote. Holders of common stock at the close of business on the record date are entitled to one vote per share on all matters to be voted on by shareholders.

        An admission ticket and government-issued picture identification will be required to enter the Meeting. Any individual arriving without an admission ticket will not be admitted to the Meeting unless it can be verified that the individual is a Charles River shareholder as of the record date for the meeting. You may obtain a Meeting ticket by writing to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887. If you are a registered holder, please indicate that in your request. If your shares are held by a broker, bank, broker or nominee, you must enclose with your request evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee (and, if you wish to vote in person at the Meeting, you will need to bring a proxy from your broker, bank, or nominee). Please submit your ticket request and proof of ownership as promptly as possible in order to ensure that you receive your ticket in time for the Meeting. Admission to the Meeting will be on a first-come, first-served basis.

        The cost of soliciting proxies, including expenses in connection with preparing and mailing this Proxy Statement, will be paid by the Company. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of our common stock for their expenses in forwarding proxy material to such beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, facsimile and personal solicitation by our directors, officers, or employees. No additional compensation will be paid for such solicitation. We have retained Morrow & Co.,Sodali LLC to assist in the solicitation of proxies at a cost of approximately $12,500 plus reimbursement of expenses.

Votes Required

        In accordance with our amended and restated by-laws, nomineesBylaws, a nominee for election as directorsdirector at the Meeting will be elected by a majority ofif the votes ofnominee receives the shares properly cast at the Meeting. The affirmative vote of the holders of a majority of the shares of common stock cast on the matter is required to approve the 2016 Incentive Plan. The affirmative vote of the holders of a majority of the votes cast with respect to that nominee's election. Our Bylaws require an incumbent director who has been nominated for reelection and fails to receive a majority of the votes cast in an uncontested election to immediately tender his or her resignation to the Board. The Corporate Governance and Nominating Committee (or another committee designated by the Board) will make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee's recommendation, and will publicly disclose its decision within 90 days following certification of the election results. If a director's resignation is accepted by the Board or if a nominee is not elected and the nominee is not an incumbent director, the Board may fill the vacancy or decrease the size of the Board. The affirmative vote of a majority of the votes cast upon the matter is required to constitute the shareholders' non-binding approval with respect to our executive compensation program and the frequency of future advisory votes on executive compensation, approve our 2016Charles River Laboratories International, Inc. Incentive Compensation Plan, and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016,30, 2017, and will constitute approval of the shareholders' non-binding approval with respect to our executive compensation program.shareholder proposal as described in this proxy statement.

        Shares which abstain from voting as to a particular matter and broker non-votes will not be voted in favor of such matter, and will also not be counted as shares voting on such matter. Accordingly, broker non-votes and abstentions will have no effect on the voting on any matter that requires the affirmative vote of a majority of the sharesvotes cast on the matter (with the exception of Proposal 3, in which caseProposals 4). In accordance with NYSE rules, abstentions will have the effect of a vote counted "against" Proposal 4 and broker non-votes will have no effect on the proposal).voting of Proposal 4.

PROPOSAL ONEONE—
ELECTION OF DIRECTORS

        Under our By-laws,Bylaws, the number of members of our Board of Directors is fixed from time to time by the Board of Directors, but may be increased or decreased either by the shareholders or by the majority of directors then in office. Directors serve in office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier death, resignation or removal.

        The Board of Directors has voted to nominate Mr. James C. Foster, Mr. Robert Bertolini, Mr. Stephen D. Chubb, Dr. Deborah T. Kochevar, Mr. George E. Massaro, Dr. George M. Milne, Jr., Mr. C. Richard Reese, Dr. Craig B. Thompson, and Mr. Richard F. Wallman for election at the Meeting. There are no family relationships between any of our directors or executive officers.

        In the event that any nominee shall become unable or unwilling to serve, the shares represented by the enclosed proxy may be voted for the election of such other person as the Board of Directors may recommend in that nominee's place or the Board may reduce its size. Our Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve.

        The Board of Directors unanimously recommends a vote "FOR" the election of each of these nominees for directors.

NOMINEES FOR DIRECTORS

        The following table provides information as of the date of this Proxy Statementproxy statement about each nominee. In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes, and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business or scientific acumen and an ability to exercise sound judgment, as well as a commitment of service to Charles River and our Board.

Name and Age as of the 20162017 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
James C. Foster		6566		Mr. Foster joined us in 1976 as General Counsel and over his tenure has held various staff and managerial positions. Mr. Foster was named President in 1991, Chief Executive Officer in 1992, and Chairman in 2000. Mr. Foster has been a director since 1989. Mr. Foster was selected to serve as a director on our Board due to his role as our Chief Executive Officer, his depth of knowledge of us and our operations, his acute business judgment, extensive familiarity with the businesses in which we compete, and his lengthy experience with us.
​	​	​	​	​
Robert Bertolini		5455		President and Chief Financial Officer of Bausch & Lomb Incorporated from February 2013 to August 2013 (until its acquisition by Valeant Pharmaceuticals International, Inc.). Mr. Bertolini served as Executive Vice President and Chief Financial Officer at Schering-Plough Corp. from November 2003 until November 2009 (until its merger with Merck & Co) with responsibility for tax, accounting, and financial asset management. Prior to joining Schering-Plough, Mr. Bertolini spent 20 years at PricewaterhouseCoopers LLP, ultimately leading its global pharmaceutical industry practice. Mr. Bertolini also serves as a director of Actelion Pharmaceuticals Ltd. and Bristol-Meyers Squibb Company. He served as a director of Genzyme Corporation until its merger with Sanofi-Aventis in 2011. Mr. Bertolini has been a director since January 2011. Mr. Bertolini's qualifications to serve as a director include his industry and financial expertise. He has extensive experience in building world-class finance and information technology functions and in leading business development and strategy. Having joined Schering-Plough at a time when it was facing challenges across several areas, Mr. Bertolini was part of the team that turned Schering-Plough around and drove strategic decisions. He has had responsibility for key financial areas including tax, accounting, and financial asset management, and extensive experience in audit, financial controls and corporate governance. He has expertise in working with small and large health care companies on initial public offerings, licensing, and other strategic issues. As a result of his extensive background in public accounting and prior experience as a public company Chief Financial Officer, Mr. Bertolini qualifies as an "audit committee financial expert" under SEC guidelines.
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Name and Age as of the 20162017 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
Stephen D. Chubb		7273		Special Limited Partner of Catalyst Healthcare Ventures, a venture investment firm specializing in medical devices and diagnostic products, since June 2010. From September 2010 through March 2011, Mr. Chubb served as President and Chief Executive Officer of Allegro Diagnostics, Inc., a privately held molecular diagnostics company focused on the development and future sale of innovative genomic tests for the diagnosis, staging, and guided treatment of lung cancer and lung diseases. Mr. Chubb was previously Chairman and Chief Executive Officer of Matritech, Inc., a publicly traded leading developer of proteomics-based diagnostic products for the early detection of cancer, from its inception in 1987 until December 2007. Mr. Chubb served as President and Chief Executive Officer of T Cell Sciences, Inc. and as President and Chief Executive Officer of Cytogen Corp., both publicly traded biotechnology companies. Mr. Chubb also previously served as Chairman of the Board of Trustees of Mount Auburn Hospital in Cambridge, Massachusetts and as a director of Caregroup Healthcare System, and currently serves as a director of Immunetics, Inc. and Amylyx Pharmaceuticals Inc. Mr. Chubb has been a director since 1994. Mr. Chubb brings to the Board a wealth of industry and business expertise, drawing upon his 30-year history as a Chief Executive Officer, president and board member at a variety of public and private life sciences companies. The Board benefits particularly from Mr. Chubb's strong biotechnology industry expertise, and he also brings a valued perspective given his service to hospitals and healthcare providers. In addition, as a result of his background as a Certified Public Accountant and prior service as a public company Chief Financial Officer, Mr. Chubb qualifies as an "audit committee financial expert" under SEC guidelines.
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Deborah T. Kochevar,     D.V.M., Ph.D.		5960		Dean of the Cummings School of Veterinary Medicine at Tufts University since 2006. Previously, Dr. Kochevar was a long-time faculty member and administrator at the College of Veterinary Medicine and Biomedical Sciences, Texas A&M University, where she held the Wiley Chair of Veterinary Medical Education. Dr. Kochevar is a past-president of the Association of American Veterinary Medical Colleges and American College of Veterinary Clinical Pharmacology. Dr. Kochevar is active in the American Veterinary Medical Association, having chaired its Council on Education and the Educational Commission for Foreign Veterinary Graduates. Dr. Kochevar has been a director since October 2008. Dr. Kochevar was selected to the Board in recognition of her distinct perspective as a highly distinguished academic and educator in the life sciences. As a boarded diplomate of the American College of Veterinary Clinical Pharmacology, with a Ph.D. in cell and molecular biology combined with a D.V.M. degree, and with a deep knowledge base of comparative medicine and complex animal models, Dr. Kochevar's training and experience is particularly suited to understanding and providing insights into the veterinary medical, contract research and drug development support activities that we conduct. Dr. Kochevar also provides the Board with current industry and scientific insights through her on-goingongoing involvement in a broad array of biomedical professional and trade organizations.
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Name and Age as of the 20162017 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
George E. Massaro		6869		Director and Vice Chairman of Huron Consulting Group, Inc., a management consulting company, since May 2010. Mr. Massaro was non-Executive Chairman of the Board of Huron Consulting Group from July 2009 to May 2010, Director and Vice Chairman of Huron Consulting Group since June 2004 (Vice Chairman since March 2005), Chief Operating Officer of Huron Consulting Group, Inc. and Huron Consulting Services LLC from June 2003 until March 2005, and Managing Director of Huron Consulting Services LLC from August 2002 to May 2003. He was the Managing Partner of Arthur Andersen LLP's New England practice from 1998 to 2002. Mr. Massaro also serves as a director of Eastern Bank Corporation, an independent mutual bank holding company in New England. Mr. Massaro has been a director since 2003. Mr. Massaro has more than 35 years of accounting and auditing experience with expertise in a broad range of areas. As a former managing partner of a major accounting firm, Mr. Massaro brings a deep knowledge of financial reporting, and auditing and tax matters applicable to a variety of industries. Mr. Massaro also provides business acumen from his numerous senior positions at Huron Consulting, as well as his service on boards of other companies. As a result of his extensive background in public accounting and prior experience at Arthur Andersen, Mr. Massaro qualifies as an "audit committee financial expert" under SEC guidelines.
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George M. Milne, Jr., Ph.D.		7273		Venture partner of Radius Ventures LLC since 2003. Dr. Milne retired from Pfizer Inc. in 2002 after a 32-year career encompassing a broad array of management responsibilities, including as Executive Vice President, Pfizer Global Research and Development; President, Worldwide Strategic Sales and Operations Management; President of Central Research with global responsibility for Pfizer's Human and Veterinary Medicine Research and Development; Senior Vice President of Pfizer Inc.; and a member of the Pfizer Management Council. Dr. Milne is a director of Mettler-Toledo International, Inc. and also serves on the boards of several private companies and charitable organizations. He was previously a directorIn the past five years, he has served on the boards of MedImmune,Mettler-Toledo International, Inc. from 2005-2007,and Athersys, Inc. from 2002-2012, Aspreva Pharmaceutical Corporation from 2004-2007, and Conor Medsystems, Inc. from 2003-2006. Dr. Milne has been a director since 2002. With his strong scientific background (including a Ph.D. in Organic Chemistry), his long tenure at Pfizer Inc., his work as a venture partner with Radius Ventures and through his service on multiple life science boards, Dr. Milne has a deep understanding of R&D processes and the services, tools, and technologies used in the life sciences industry, and supplies particular insights into industry drivers as well as the concerns and perspectives of the consumers of our products and services. In addition, he has had exposure to strategic and operational issues relevant to board leadership through his prior roles at Pfizer and on other public and private company boards. Dr. Milne also brings a unique industry perspective from his biomedical venture capital activities through Radius Ventures.
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Name and Age as of the 20162017 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
C. Richard Reese		7071		Former Chairman and Chief Executive Officer of Iron Mountain Incorporated, a global public information protection and storage company. Mr. Reese originally served as the Chief Executive Officer of Iron Mountain from 1981-2008 and then again from 2011-2012, and served as its Chairman from 1995-2008 and as Executive Chairman between June 2008 and April 2011. Mr. Reese has been a director since 2007. Mr. Reese is a proven global business leader who, from the time he joined Iron Mountain as its president in 1981 with only $3 million in annual revenue, developed it into a global company with over $3 billion in revenue and more than 100,000 corporate customers. As a member of our Board, Mr. Reese provides us with invaluable guidance and advice, particularly in the areas of strategic execution, customer service, and innovation, drawing upon his extensive experience, entrepreneurial spirit, and proven track record.
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Craig B. Thompson, M.D.		6364		President and Chief Executive Officer of Memorial Sloan-Kettering Cancer Center since November 2010. From 2006 to 2010, Dr. Thompson served as the Director of the Abramson Cancer Center at the University of Pennsylvania School of Medicine, and, from 1999 to 2011, he was a Professor of Medicine and Cancer Biology at the University of Pennsylvania. Dr. Thompson is a fellow of the American Academy of Arts and Sciences; and member of the Medical Advisory Board of the Howard Hughes Medical Institute, and of the National Academy of Sciences and its InstituteNational Academy of Medicine. Dr. Thompson is a director of Merck & Co. HeDr. Thompson has been a director since 2013. Dr. Thompson was selected to the Board in recognition of his distinct perspective as a highly distinguished academic and educator in medicine as well as his extensive scientific and medical expertise relevant to life science industries, including the research and development activities of our clients. Dr. Thompson's training and experience is particularly suited to understanding and providing insights into the contract research and drug development support activities we conduct. Dr. Thompson also provides the Board with current industry and medical insights.
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Richard F. Wallman		6465		From 1995 through 2003, Mr. Wallman served as the Senior Vice President and Chief Financial Officer of Honeywell International, Inc., a diversified technology company, and AlliedSignal, Inc. (prior to its merger with Honeywell). He is also a member of the boards of directors of Convergys Corporation, Roper Industries Inc., Wright Medical Group, Inc., and Extended Stay America, Inc., and in the past five years has served as a member of the boards of Dana Holding Corporation and Ariba, Inc. Mr. Wallman also currently serves as a director of ESH Hospitality, Inc., but has declared his intention to resign from that board effective upon the election of his successor at that company's next annual meeting of shareholders. Mr. Wallman has been a director since January 2011. Mr. Wallman's leadership experience, including his role as a Chief Financial Officer, and his financial and outside board experience, provide him with an informed understanding of the financial issues and risks that affect us.
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Corporate Governance

        We are committed to operating our business with integrity and accountability. We aim to meet or exceed all of the corporate governance standards established by the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). Each member of our Board of Directors (Board), other than Mr. Foster who is also our Chief Executive Officer and President, is independent and has no significant financial, business or personal ties to us or management, and all of our required Board committees are composed of independent directors. Our Board adheres to our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, which have been communicated to employees and posted on our website. We are diligent in complying with established accounting principles and are committed to providing financial information that is transparent, timely, and accurate. We have a Related Person Transactions Policy in order to promote the timely identification of transactions with related persons (as defined by the SEC) and to ensure we give appropriate consideration to any real or perceived conflicts in our commercial arrangements. We have established global processes through which employees, either directly or anonymously, can notify management (and the Audit Committee of the Board of Directors) of alleged accounting and auditing concerns or violations including fraud. Our internal Disclosure Committee meets regularly and operates pursuant to formal disclosure procedures and guidelines to help ensure that our public disclosures, including our periodic reports filed with the SEC, earnings releases and other written information that we disclose to the investment community, are complete, accurate and timely. We will continue to monitor developments in the law and stock exchange regulations and will adopt new procedures consistent with new legislation or regulations. Copies of our Corporate Governance Guidelines and our Related Person Transactions Policy are available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption.

Code of Business Conduct and Ethics

        All our employees and officers, including our Chief Executive Officer and Chief Financial Officer, and members of our Board, are required to abide by our Code of Business Conduct and Ethics (Code) to ensure that our business is conducted in a consistently legal and ethical manner. This Code forms the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and an abiding belief in the importance of integrity of our employees. Our policies and procedures cover areas of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.

        Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Business Conduct and Ethics. Consistent with the Sarbanes-Oxley Act of 2002, we maintain procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

        The full text of our Code is available on our website atwww.criver.com, under the "Investor Relations—Corporate Governance" caption. We will disclose any future material amendments to the Code and any waivers granted to any director or officer within the period required following the date of such amendment or waiver on our website.

Contacting the Board of Directors

        In order to provide shareholders and other interested parties with a direct and open line of communication to the Board, we adopted the following procedures for communications to directors. Shareholders and other interested parties may contact the lead director, any other directors, or the

independent members of the Board as a group through its Lead Director, Dr. Milne, by writing to the Lead Director, c/o Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887, or by email atCRLLeadDirector@crl.com. All communications received in this manner will be kept confidential and relevant information will be forwarded by the Corporate Secretary to the Lead Director or to other directors if the communication is so directed. Items that are unrelated to a director's duties and responsibilities as a board member may be excluded by the Corporate Secretary, including, without limitation, solicitations and advertisements;advertisements, junk mail;mail, product-related communications;communications, job referral materials such as resumes; surveys;resumes, surveys, and material that is determined to be illegal or otherwise inappropriate. Any communication so excluded will be made available to any independent director upon request.

Director Qualification Standards; Director Independence

        Our Board has adopted a formal set of Director Qualification Standards (Standards) with respect to the determination of director independence. The Standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. In accordance with these Standards, we must determine that the director has no material relationship with us other than as a director. The Standards also prohibit Audit Committee members from any direct or indirect financial relationship with us, and restrict commercial relationships of all directors with us. Directors may not be given personal loans or extensions of credit by us, and all directors are required to deal at arm's length with us and our subsidiaries and to disclose any circumstance that might be perceived as a conflict of interest. The full text of our Standards is available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption, within our Corporate Governance Guidelines.

        The Board has determined that eight of the nine directors standing for re-electionreelection to the Board are independent under these Standards. The Board has determined that Mr. Foster does not qualify as an independent director due to his employment as our Chief Executive Officer and President. As a result, with the exception of the Strategic Planning and Capital Allocation Committee and the Executive Committee, Mr. Foster does not serve as a member of any committee of the Board.

        In the course of the Board's determining the independence of each director other than Mr. Foster, it considered any transactions, relationships and arrangements as required by the Standards. In particular, with respect to each of the most recent three completed fiscal years, the Board evaluated:

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for each of our non-employee directors, the annual amount of sales to and/or purchases from any organization where he or she serves as an executive officer; and



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for Dr. Kochevar, the annual amount of sales (net of any charitable contributions made by us) to and/or purchases from the academic institution where she serves as Dean of the School of Veterinary Medicine.

In all such evaluations, we determined that the applicable amounts were below the greater of (1) $1 million or (2) two percent (2%) of the consolidated gross annual revenue of each of those organizations.

        In addition, with respect to all of our non-employee directors, the Board considered the amount of our discretionary charitable contributions to organizations where he or she serves as an officer, director, or trustee, and determined that our contributions constituted less than the greater of $1 million or two percent (2%) of such organization's total annual gross revenue in each of the organization's last three completed fiscal years.

        In conducting this analysis, the Board considered all relevant facts and circumstances, utilizing information derived from our records and responses to questionnaires completed by the directors in

connection with the preparation of this Proxy Statement.proxy statement. For information about the entities our non-employee directors serve or have served as either (1) an executive officer or (2) an officer, director, or trustee of a charitable institution (other than any such charitable institution with which the Company has no transactions, relationships, or arrangements), you are directed to their biographies adjacent to their pictures above in this Proxy Statement.

        The independent members of the Board typically meet in executive session following each regularly scheduled meeting of the full Board. Our Lead Director, Dr. Milne, leads these sessions.

The Board of Directors and itsIts Committees

Board Leadership Structure and the Role of the Board of Directors in Risk Oversight

        We are led by Mr. James C. Foster, who has served as Chief Executive Officer (CEO) since 1992 and Chairman of the Board since 2000. Our Board of Directors is currently comprisedcomposed of Mr. Foster and eight independent directors. One of these directors, currently Dr. George M. Milne, serves as our Lead Director.

It is our current practice that the positions of Chairman of the Board and CEO be held by the same person. We believe that this leadership structure has been effective for us because it promotes clear accountability, effective decision-making and alignment on corporate strategy. Our Corporate Governance Guidelines require the election, by the independent directors, of a Lead Director. The Lead Director helps to provide independent oversight and is responsible for ensuring that the Board is acting in conformity with good corporate governance practices and in our long-term best interests. Our Lead Director has broad responsibility and authority, including to:

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with the Chairman of the Board, establish logistics of scheduling and setting agendas for Board and committee meetings, including approving meeting agendas and assuring there is sufficient time for discussion of all agenda items;



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develop agendas for, and preside over, executive sessions of the Board's independent directors;



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assist the Board and the Corporate Governance and Nominating Committee in monitoring and implementing our Corporate Governance Guidelines;



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serve as the principal liaison between the Chairman and the independent directors;



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interview all director candidates and make recommendations to the Corporate Governance and Nominating Committee;



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be available, when appropriate, for consultation and direct communication with shareholders;



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retain outside advisors and consultants who report directly to the Board of Directors on Board-level issues; and



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on an annual basis, in consultation with the independent directors, review his responsibility and authority and recommend for approval any modifications or changes to the Board.

        We believe that having a combined chairman/CEO, independent chairs for each of our Board committees and an independent Lead Director provides the right form of leadership for us. The benefit of a combined chairman/CEO roles is complemented by the benefit of oversight of our operations by experienced independent directors who have appointed a Lead Director and independent committee chairs. This combination has served us well for many years and we have found it to be an efficient and effective leadership model for us. The Board selects our CEO and Chairman in the manner that it determines to be in the best interests of our shareholders. From time to time, and at least annually, the Corporate Governance and Nominating Committee conducts an assessment of this leadership structure.

        The Board oversees our risk oversight process and performs this oversight role using several different levels of review. In connection with its reviews of the operations of our business units and

corporate functions, particularly during the annual strategic planning sessions, the Board is informed of the primary risks associated with those units and functions. Principally, the Board satisfies its responsibility through receiving regular reports from each committee chair regarding such committee's consideration and actions, as well as through receiving regular reports directly from officers responsible for oversight of our particular risks, including operational, financial, legal, regulatory, strategic, and reputational risks. Such reporting enables the Board to understand our risk identification, management, and mitigation strategies.

        Areas of risk oversight which generally remain at the Board level and are not delegated to any Committee include risks related to our operational regulatory matters (such as quality control and humane care), cybersecurity, and significant business decisions. The Board satisfies this oversight responsibility through regular reports from our officers responsible for each of these risk areas, reports from Board committees and related discussions, as well as through periodic progress reports from officers on our critical on-going initiatives. The Board also consults periodically with outside financial advisors.and other advisors it determines necessary.

        Each of the Board's committees oversees the management of our risks that fall within the committee's areas of responsibility. A description of each committee's risk oversight focus is below. In performing this function, each committee has full access to management, as well as the ability to engage advisors. When a committee receives a report or update regarding an area of potential risk to us, the chairman of the relevant committee determines whether it is materially significant enough to report on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Audit Committee and Financial Experts

        The Audit Committee met eight times in 2015.2016. During 2015,2016, the members of the Audit Committee included Messrs. Bertolini, Chubb and Massaro (Chair). The Board of Directors has unanimously determined that Messrs. Bertolini, Chubb and Massaro qualify as "audit committee financial experts" under Item 401(h) of Regulation S-K promulgated under the Securities Exchange Act of 1934 and the NYSE regulations. In addition, the Board has determined that each of the members of the Audit Committee is "independent" under the rules of the NYSE and the SEC. The Audit Committee is responsible for the engagement of our independent registered public accounting firm; reviewing the plans and results of the audit engagement with our independent registered public accounting firm; approving services performed by, and the independence of, our independent registered public accounting firm; considering the range of audit and non-audit fees; discussing with our independent registered public accounting firm the adequacy of our internal control over financial reporting; and reviewing annual and quarterly financial statements. The Audit Committee is also responsible for administering our Related Persons Transaction Policy. A copy of the Audit Committee Charter is available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption.

        As part of its charter and as required by the NYSE, the Audit Committee discusses our policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps that have been taken to monitor and control these exposures. The Audit Committee assumes primary oversight responsibility for our risk management framework as it applies to our financial reporting and disclosures, system of internal controls, and operations, including the identification of the primary risks to our business and interim updates of those risks, and periodically monitors and evaluates the primary risks associated with particular business units and functions through participation and monitoring of the development of the annual external and internal audit plans. The Audit Committee is particularly responsible for oversight of our risks relating to accounting matters, financial reporting (including tax,

legal, and related regulatory compliance), financial policies, and cash management. The head of our Internal Audit department, who functionally reports to the Audit

Committee, assists us in identifying and evaluating risk management controls and methodologies to address identified risks. At each of its regularly scheduled meetings, the Audit Committee meets in executive session with representatives from our independent registered public accounting firm. The Audit Committee also has direct interaction with our Chief Financial Officer, Chief Accounting Officer, our General Counsel, and other members of management. In addition to the items mentioned above, the Audit Committee also receives regular reports, including quarterly reports from the Company's management Disclosure Committee, regarding issues such as the status of material litigation, allegations of accounting and auditing concerns or fraud, and related party transactions.

Compensation Committee

        The Compensation Committee met five times during 20152016 and was comprisedcomposed of the following members: Dr. Kochevar and Messrs. Reese (Chair) and Wallman. Our Board of Directors has determined that each of the members of the Compensation Committee is "independent" under the rules of the NYSE and the SEC. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that are appropriate for us in light of all relevant circumstances and which provide incentives that further our long-term strategic plan and are consistent with our culture and the overall goal of enhancing shareholder value. The Compensation Committee reviews compensation structure, policies, and programs to ensure (1) that legal and fiduciary responsibilities of the Board of Directors are carried out, and (2) that such structure, policies, and programs contribute to our success. In addition, the Compensation Committee reviews, approves, and makes recommendations on our compensation and benefit plans to ensure that they meet corporate objectives. The Compensation Committee determines and approves the compensation of the CEO, and reviews the CEO's recommendations on compensation for all of our executive officers, and approves such compensation when determined. As discussed below under "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process," other than Mr. Foster and Mr. David P. Johst, our Corporate Executive Vice President, Human Resources, General Counsel and Chief Administrative Officer, none of our executive officers plays a significant, ongoing role in assisting the Compensation Committee in setting executive compensation. The Compensation Committee also administers our equity incentive plans. A copy of the Compensation Committee Charter is available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption.

        The Compensation Committee is responsible for oversight of risks relating to employment compensation policies and our general compensation and benefits programs. The Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. To assist it in satisfying these oversight responsibilities, from time to time the Compensation Committee has retained its own outside compensation consultant, and it meets both regularly and periodically as needed with management to understand the financial, human resources, and shareholder implications of compensation decisions being made. Between formal Compensation Committee meetings, the Compensation Committee Chairman also interacts regularly with management and the Committee's outside consultants. In addition, at the direction of the Compensation Committee, Mr. Johst and his staff annually conduct a review of our overall compensation programs.

        The Compensation Committee engaged Pay Governance LLC (Pay Governance) as the sole independent compensation consultant to advise the Compensation Committee on matters related to 20152016 executive compensation. Pay Governance is engaged by, and reports directly to, the Compensation Committee, which has the sole authority to hire or dismiss Pay Governance and to approve fee arrangements for work performed. Pay Governance generally assists the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for our top executives, compensation program design, and market practices generally. TheWith respect to 2016 compensation matters, the Compensation

Committee has authorized Pay Governance (1) to interact with

management on behalf of the Compensation Committee, as needed, in connection with advising the Compensation Committee, andCommittee; (2) to assist with the calculations of compensation information to be included in our proxy statements.statements, including the calculations and analysis related to the valuation of our PSUs; (3) to provide advice with respect to, and to assist in the formulation of, our 2016 Incentive Plan that was approved by our shareholders at the 2016 Annual Meeting; (4) to analyze and recommend approaches to 162(m) structured incentive programs; and (5) to provide advice with respect to the Committee's analysis of director compensation, including competitive market data. For more information on assistancethe input Pay Governance provided to our fiscal year 20152016 compensation determinations, please see "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process" on pages 48-4938-39 of this Proxy Statement.

        Except as described above, in 20152016 we did not receive any other services from Pay Governance, nor have we utilized the services of any other compensation consultant in matters affecting senior executive or director compensation. Any significant Pay Governance fees outside of the normal scope of work are approved for payment by the Chairman of the Compensation Committee, with authority delegated to Mr. Johst to approve the processing of payment of routine invoices.

        Pay Governance provided the Compensation Committee with a letter addressing the independence factors under NYSE listing rules, and in compliance with SEC and the NYSE disclosure requirements regarding the independence of compensation consultants, the Committee took that information into account in concluding that there was no conflict of interest within the meaning of Section 10C-1 of the Securities Exchange Act of 1934. Based upon this and other relevant factors, the Compensation Committee has assessed the independence of Pay Governance and concluded that Pay Governance's work for the Compensation Committee does not raise any conflict of interest.

Corporate Governance and Nominating Committee

        The Corporate Governance and Nominating Committee met threetwo times during 2015.2016. The members of the committee included Drs. Kochevar, Milne (Chair), and Thompson. The Board of Directors has determined that each of the members of the Corporate Governance and Nominating Committee is "independent" under the rules of the NYSE. The Corporate Governance and Nominating Committee makes recommendations to the Board on all matters relating to the Board, including development and implementation of policies on composition, participation and size of the Board, changes in the organization and procedures of the Board, the processes used by the Board in its self-assessment, and compensation (including equity compensation) of non-employee directors. The Corporate Governance and Nominating Committee oversees matters of corporate governance, including Board performance and director education, and considers and selects director nominees, including those submitted by shareholders in accordance with the by-laws.Bylaws. The Corporate Governance and Nominating Committee also recommends directors for appointment to committees of the Board. Typically, committee rotations are determined in February, made effective immediately following the annual meeting of shareholders, and are reevaluated on a yearly basis. The Corporate Governance and Nominating Committee oversees our Corporate Governance Guidelines and Code. A copy of the Corporate Governance and Nominating Committee Charter is available on our website atwww.criver.comir.criver.com under the "Investor Relations—Corporate Governance" caption.

        The Corporate Governance and Nominating Committee is responsible for conducting an annual evaluation of the performance of the full Board and its committees to determine whether it and the committees are functioning effectively. This process includes annual self-assessments by each Board committee with performance criteria for each committee established on the basis of its charter, as well as interviews conducted by the chair of the committee. As part of this process, the Corporate Governance and Nominating Committee also assesses the performance of each individual director.director and the Chair of the committee/Lead Director conducts a personal discussion with each individual member of the Board. This performance assessment addresses factors such as each director's meeting

attendance, core competencies, independence, and level of commitment. Upon completion of the individual director evaluation process, the Committee reports its conclusions to the full Board.

        The Corporate Governance and Nominating Committee is responsible for oversight of risks relating to Board succession planning, ethics practices, matters addressed in our Corporate Governance

Guidelines, and other corporate governance issues, particularly to the extent that any of these could affect our operations and strategic decisions. To satisfy these oversight responsibilities, the Committee receives assistance and reports from our senior management from time to time.

        The Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate nominees for director. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to pending retirement or other factors. In the event that vacancies are anticipated, or otherwise arise, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current Board members, executive officers, professional search firms, shareholders, or other persons. All candidates complete a nominee questionnaire that solicits information regarding the nominee's background, board experience, industry experience, independence, financial expertise, and other relevant information, and are interviewed by at least one member of the Corporate Governance and Nominating Committee. These candidates are discussed at regular or special meetings of the Committee and may be considered at any point during the year. As described below, the Corporate Governance and Nominating Committee considers any director candidates recommended by shareholders as well as properly submitted shareholder nominations for candidates for the Board. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are forwarded to the Corporate Governance and Nominating Committee. Such nominations must be in accordance with our bylaws.Bylaws. The Corporate Governance and Nominating Committee also reviews materials provided by professional search firms or other parties. The Corporate Governance and Nominating Committee evaluates all candidates based on the minimum qualifications described below as well as the criteria set forth in our Corporate Governance Guidelines. In evaluating nominations, the Corporate Governance and Nominating Committee seeks to recommend to shareholders a group that can best oversee our success and represent shareholder interests through the exercise of sound judgment using its diversity of experience in various areas. Whether the nominee is recommended by a shareholder or the Board, there is no difference in the manner in which the Committee evaluates nominees.

Science and Technology Committee

        The Science and Technology Committee met oncefour times during 20152016 and was comprisedcomposed of the following members: Drs. Kochevar, Milne, and Thompson (Chair), and Mr. Chubb. The Science and Technology Committee is responsible for identifying and discussing significant emerging trends and issues in science and technology. The Science and Technology Committee is responsible for periodically reviewing and advising the Board on our strategic direction, and on investment in research and development and in technology. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from consultants and has access to members of management.

Strategic Planning and Capital Allocation Committee

        The Strategic Planning and Capital Allocation Committee met sixfive times during 20152016 and was comprisedcomposed of the following members: Messrs. Bertolini (Chair), Foster, Reese, and Wallman. The Strategic Planning and Capital Allocation Committee is responsible for reviewing our capital structure, financial strategies, major acquisitions and investment policies to support prudent and effective capital allocation. The Strategic Planning and Capital Allocation Committee is responsible for oversight of risks relating to material financial decisions, credit policies and ratings, investment strategies, and our

debt and equity structure. To satisfy these oversight responsibilities, the CommitteeCommitte may obtain advice and assistance from outside consultants and advisors, and receives assistance and reports from our senior management from time to time.

Finance Committee

        Effective January 1, 2017, we established a Finance Committee. It is comprised of the following members: Dr. Milne, and Mr. Wallman (Chair). The Finance Committee is responsible for providing on-going, broad-based guidance and input to management regarding opportunities to enhance finance systems and practices and to promote heightened levels of financial performance and efficiency. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from consultants and has access to members of management.

Executive Committee

        While it is our general policy that all major decisions be considered by the Board as a whole, the Board has delegated authority to an Executive Committee to act on its behalf only in circumstances in which it is not feasible to convene the full Board or when authority has been specifically delegated to the Executive Committee by the full Board. In 2015,2016, the Executive Committee (which did not meet) consistedconsisting of Messrs. Bertolini, Foster (Chair), Massaro, and Reese, and Drs. Milne and Thompson.Thompson, was not required to meet.

Board Nomination Process

        The Corporate Governance and Nominating Committee adopted criteria regarding the qualifications required for Board nominees, which can be found in our Corporate Governance Guidelines. These criteria are designed to assure that the Board of Directors is composed of successful individuals who demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to work well together. The primary consideration in the selection and retention of directors is their respective ability to fairly represent the interests of our stakeholders. Diversity in business background, area of expertise, skills, educational background, gender, national origin, and ethnicity are also considered, as well as other factors that can provide the Board with a range of informative viewpoints and perspectives. The criteria for director nominees include: the candidate's professional experience and personal accomplishments; the candidate's independence from us and management; the ability of the candidate to attend Board and committee meetings regularly and devote an appropriate amount of effort in preparation for those meetings; the candidate's ability to function as a member of a diverse group; and the candidate's understanding of the Board's governance role. In addition, the Board evaluates each individual in the context of the Board as a whole, with the objective of recommending to shareholders a group that can best oversee the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in various areas. In determining whether to recommend a director for re-election,reelection, the director's past attendance at meetings and participation in and contributions to the activities of the Board is also taken into consideration.

        The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders. Shareholders may submit director recommendations to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887. Pursuant to our bylaws,Bylaws, nominations for directors at the Annual Meeting of Shareholders must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of our Proxy Statement released to shareholders in conjunction with the previous year's meetingmeeting. For information about submitting shareholder proposals, including director nomination proposals, please see the section of this Proxy Statement entitled "Shareholder Proposals for 2017 Annual Meeting."

Meeting Attendance

        All Board members are expected to attend our Annual Meetings of Shareholders, unless an emergency prevents them from doing so. All members of the Board serving at that time attended the 20152016 Annual Meeting of Shareholders. During 20152016 there were sixfive meetings of the Board of Directors. Each director attended 75% or more of the aggregate number of Board meetings and the committee meetings of the Board on which he or she served during 2015.2016.

Other Board Service

        Our Corporate Governance Guidelines provide that directors generally may not serve on more than five boards of directors of other publicly traded companies (in addition to our Board or the board of directors of a director's employer). Members of the Audit Committee generally may not serve on more than twothree publicly traded company audit committees simultaneously (including that of our

company). In addition, service on boards and/or committees of other organizations must be consistent with our conflict of interest policies.

20152016 Director Compensation

        We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. Linking a portion of their compensation to stock aligns the interests of directors with the interests of shareholders. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to us as well as the skill levellevels required by us of members of the Board.

        The following table sets forth all of the compensation awarded to, earned by, or paid to our directors for the year ended December 26, 2015.31, 2016. Please note that Mr. Foster receives no compensation for his role as director, and the entirety of his compensation is reported in the Summary Compensation Table located on pages 62-6351-52 of this proxy statement.Proxy Statement.

        We payDuring 2016, we paid each non-employee director an annual fee of $60,000 for service as our director, except for members of the Audit Committee, who are paid an annual fee of $65,000. Additional fees are paid to the Lead Independent Director ($15,000), the Chair of the Audit Committee ($15,000), the Chair of the Compensation Committee ($10,000), the Chair of the Corporate Governance and Nominating Committee ($10,000), the Chair of the Science and Technology Committee ($10,000), and the Chair of the Strategic Planning and Capital Allocation Committee ($10,000) for their added responsibilities. No additional fees are paid for attending meetings of the Board or any Committee of the Board. Commencing in January 2017, we will also pay an additional fee to the Chair of the Finance Committee of $10,000 per year. We reimburse expenses incurred by directors in attending Board of Directors meetings and committee meetings.

        ThePrior to 2016, the policy established by the Corporate Governance and Nominating Committee iswas to award each unaffiliated non-employee director (1) stock options and restricted stock having an intended value of approximately $275,000 on the first day of the month following his or her initial election or appointment to the Board and (2) stock options and restricted stock having an intended value of approximately $185,000 thereafter on an annual basis following our annual meeting of shareholders. Consistent with the long-term incentive equity awards to our employees, the targeted award value has been traditionally issued in the form of a blend of stock options and restricted stock awards/units (in the same proportions as issued to non-officers during that same fiscal year) utilizing Black-Scholes pricing models. At the time this policy was established, effective in 2009, the Corporate Governance and Nominating Committee consulted with an independent compensation consultant in determining these values, which were based upon a general comparative review of director compensation and competitive market practices for similarly sized companies operating in the area of life sciences, with a target value based upon the 50^th percentile. Options and restrictedRestricted stock units granted to non-employee directors in 2015 expire five years after grant and2016 vest upon the earlier of (1) the first anniversary of the date of grant or (2) the business day prior to the Company's next annual meeting of stockholders after the date of grant of the optionrestricted share unit.

        On April 5, 2016, the Board, upon the recommendation of the Corporate Governance and Nominating Committee, determined there would be a greater opportunity for alignment of the Board's compensation structure with the interests of the Company's shareholders in creating sustained, long-term value by affording the Company's independent directors the opportunity to receive all or a significant percentage of their compensation in the form of Restricted Stock Units (RSUs), with the ability to defer receipt of those RSUs for an extended period of time. Accordingly, on that date, the Board (1) determined that all equity awards granted to non-employee directors would be in the form of RSUs, (2) established a process pursuant to which directors could elect in advance to receive their annual cash fees in the form of equivalent value RSUs, and (3) adopted the Charles River Laboratories

International, Inc. Non-Employee Directors Deferral Plan (Board DC Plan) which allows directors, if they so choose, to defer receipt of all or a portion of their RSUs for up to a period of five years.

        Director compensation levels in 2016 were consistent with prior years, as the Company last made any significant adjustment in 2009. In October 2016, following a detailed review and analysis of market data prepared by Pay Governance regarding the Board compensation practices of comparable companies, the Corporate Governance and Nominating Committee revised the non-employee director compensation policy, commencing January 1, 2017, as follows: the Company will award each unaffiliated non-employee director (1) restricted stock having an intended value of approximately $215,000 on the first day of the month following his or her initial election or appointment to the Board; provided, however, that such award will only be granted if a director is initially appointed to the Board of Directors after the date of the annual meeting of shareholders and prior to or on September 30^th of the same calendar year, and (2) restricted stock or restricted share.stock units having an intended value of approximately $215,000 on an annual basis following our annual meeting of shareholders. The Company will also discontinue its practice of awarding non-employee directors stock options and restricted stock having an intended value of approximately $275,000 in conjunction with their initial election or appointment.

Director Stock Ownership Requirement

        In order to further align the interests of directors and shareholders, the Board of Directors has mandated that, to the extent permissible, directors have a significant financial stake in the Company. Accordingly, as set forth in our Corporate Governance Guidelines, prior to October 2016, each director who has served on the Board for at least three years iswas required to own a minimum of 5,000 shares of our stock (excluding stock options, stock subject to future vesting requirement, or other similar unvested and inchoate equity holdings). Board members who are subject to third-party restrictions on their stock holdings (e.g., certain academic institutions) were permitted to own stock in an amount that is appropriate for them in light of such other restrictions.

        In October 2016, the Company revised these provisions in the Corporate Governance Guidelines as follows: each director who has served on the Board for at least three years is required to own a minimum number of shares of Company stock (excluding stock options, stock subject to future vesting requirement, or other similar unvested and inchoate equity holdings) equivalent to four times the amount of the base cash annual fee that directors are eligible to receive for such services. Board members who are subject to third-party restrictions on their stock holdings (e.g., certain academic institutions) shall be permitted to own stock in an amount that is appropriate for them in light of such other restrictions. As of the date of this Proxy Statement, all of our directors who have served at least three years are in compliance with this holding requirement.

BENEFICIAL OWNERSHIP OF SECURITIES

        The following table sets forth certain information as of March 11, 2016,10, 2017, with respect to the beneficial ownership of shares of our common stock by (1) each person known to us to own beneficially more than 5% of the outstanding shares of common stock, (2) each of our current directors and nominees for director, (3) each of the executive officers listed in the Summary Compensation Table set forth below under the caption "Compensation of Executive Officers" (the named executives), and (4) our current directors and executive officers as a group. As of March 11, 2016,10, 2017, there were 47,101,22147,681,857 shares of common stock outstanding.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity securities. Officers, directors, and such beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 26, 201531, 2016, our officers, directors, and such beneficial owners complied with all applicable Section 16(a) filing requirements.

PROPOSAL TWO—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        In 2011, our shareholders approved the Board of Director'sDirectors' recommendation that we conduct an annual advisory vote on executive compensation on an annual basis. Accordingly, Proposal Two requests shareholder approval of the 20152016 compensation of our named executives as disclosed in this Proxy Statement.proxy statement.

        We had a very strong fiscal year 2015.2016. Demand for outsourced services increased, as did demand for products and services to support our clients' manufacturing activities.increased. Our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and access capabilities that they do not maintain internally. Many of our large biopharmaceutical clients have refocused their efforts on drug discovery and early-stage development, after a period of greater emphasis on delivering late-stage programs to bring new drugs to market. In addition, small and mid-size biotechnology clients benefited from continued strength in the funding environment, including the capital markets, partnering with large biopharmaceutical companies, and investment by venture capital. Academia has also benefited from partnering activities, as large biopharmaceutical companies have increasingly utilized academic research to broaden the scope of their drug discovery activities. Our full service, early-stage portfolio continued to lead to additional client discussions in fiscal year 2016 regarding strategic relationships, where clients seek to outsource larger portions of their early-stage drug research programs to us.

        The primary result of these trends was improved demand for our discovery and safety assessment services in 2015,fiscal year 2016, particularly from biotechnology clients. This improvement led to increased capacity continuing to fillutilization in our safety assessment facilities, which were open during 2015,with utilization approaching optimal levels. Price also improved moderately in fiscal year 2016, as industry capacity utilization continued to increase. In view of client demand, we expanded our global footprint and reinforced our scientific leadership in which utilization approached optimal levels.safety assessment services by acquiring WRH, Inc. (WIL Research) in April 2016. We also opened small amounts of new capacity in fiscal year 2016, including the re-opening of our Charles River Massachusetts facility. We believe that our scientific expertise, quality of service, and responsiveness remain key criteria when our clients make the decision to outsource to us.

        Demand for our products and services that support our clients' manufacturing activities was also robust in 2015.fiscal year 2016. Demand for our Microbial Solutions business remained strong as manufacturers continued to increase their use of our rapid microbial testing solutions. Our Biologics Testing Solutions (Biologics) business continued to benefit from increased demand for services associated with the growing proportion of biologic drugs in the pipeline and on the market. Demand for our Microbial Solutions (formerly Endotoxin and Microbial Detection, or EMD) products and services also remained strong as we addressed manufacturers' requirements for a comprehensive rapid microbial testing solution. To further enhance our rapid testing portfolio,ability to support biologic and biosimilar development, we acquired CelsisBlue Stream Laboratories, Inc. (Blue Stream) in 2015June 2016.

        As our clients continue to expand in the non-sterile quality control testing market.

        Our clients' intensified focus on the earliest stagespursue their goal of their pipelines has been visible in increasing demand for discovery services,more efficient and the willingness to outsourceeffective drug research, they are evaluating outsourcing new areas of their research programs. To address these emerging needs and move further upstream in the drug research and development continuum, weprograms, such as discovery services. We have significantly enhanced our Discovery Services capabilities over the past twothree years to enable us to work with clients at the earliest stages of the discovery process. In fiscal year 2016, demand from biotechnology clients was strong for discovery services, but demand from larger biopharmaceutical clients fluctuated, particularly for our early discovery capabilities. We believe that this is due to the fact that large biopharmaceutical companies have significant internal discovery capabilities, on which they can choose to rely. In order for large biopharmaceutical clients to increasingly outsource more work to us, we must continue to demonstrate that our services can augment and accelerate our clients' drug discovery process. To expedite this process, in fiscal year 2016, we implemented business changes in our early discovery business, including a small site consolidation and realignment of sales strategies. Demand for ourin vivo discovery services continued to increase in fiscal year 2016, and we acquired Agilux Laboratories, Inc. (Agilux) in September 2016 to strengthen our bioanalytical services offering, and reinforce the Discovery Services businesses of Argenta, BioFocus, ChanTest,linkage between our discovery and VivoPath in 2014, and Oncotest in 2015.safety assessment capabilities.

        Demand for research models continued to stabilizeand services improved modestly in 2015, particularlyfiscal year 2016. We remain confident in North Americathe long-term drivers of this business because research models and Europe. Clients' efforts to consolidate infrastructureservices remain essential tools for our clients' drug discovery and seek greater pipeline productivity have begun to moderate as these initiatives generate the desired benefits.early-stage development efforts.

        We believe the strong results in 20152016 were, in part, derived from our focus on our key initiatives of:

•

enhancing our ability to support our clients in today's challenging drug research environment, through a focus on portfolio expansion, scientific expertise, and flexible working arrangements;



•

improving productivity and efficiency, initiatives, and generally strengthening our business model;



•

maintaining disciplined investment in growth businesses; and



•

returning value to shareholders.

        Our continued actions toward the achievement of these initiatives in 20152016 included the following:

•

We continued our focus on operating efficiencies through further optimizing our infrastructure, utilizing automation to reduce manual processes, and generating greater savings from our procurement activities.



•

We expanded our project management office (PMO) in order to strengthen our ability to identify and manage initiatives that contribute to our organization's productivity, efficiency, and risk management. This group participates globally with all businesses to support maximizing revenues, minimizing costs, and reducing risks. The PMO provides regular updates to our management Executive Committee, at which projects are prioritized.



•

We made three acquisitions of various sizes and in different business segments:



•

In May 2015,April 2016, we acquired Sunrise Farms, Inc. (Sunrise),WIL Research, a New York based producerpremier provider of specific-pathogen-free fertile chicken eggssafety assessment and chickens used in the manufacture of live viruses.contract development and manufacturing services to biopharmaceutical, and agricultural and industrial chemical companies worldwide.



•

In July 2015,June 2016, we acquired Celsis Group Limited (Celsis), a leading providerBlue Stream, an analytical contract research organization (CRO) supporting the development of rapid testing systems for nonsterile bacterial contamination for the biopharmaceuticalcomplex biologics and consumer products industries, located in Europe and the United States.biosimilars.



•

In November 2015,September 2016, we acquired Oncotest GmbH (Oncotest),Agilux, a German CRO providingthat provides a suite of integrated discovery small and large molecule bioanalytical services, for oncology, one of the largest therapeutic areas for biopharmaceutical researchdrug metabolism and development spending.

pharmacokinetic services, and pharmacology services.

•

We continued to repurchase our stock with the intent to offset dilution of shareholder value due to stock and option awards to employees and directors in order to align their interests with those of shareholders. During 2015, we repurchased approximately 1.5 million shares on the open market based on our stock repurchase program. As a result of our repurchase program, weighted average shares outstanding were 47.6 million for the year ending December 26, 2015, essentially unchanged from the prior year.

        We believe these actions, together with others we made in 2015 and from which we benefited more fully in 2016, significantly contributed to the 24.6% increase in our total shareholder return during 2015, and the 8.7%21.3% increase in non-GAAP earnings per share from continuing operations in 2015.2016. For a detailed discussion of our 20152016 financial performance, the factors that we believe are influencing demand from our clients, and the actions we have taken during the past years, please see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 12, 2016.14, 2017.

        Pursuant to Section 14A of the Securities Exchange Act, we are asking our shareholders to approve an advisory resolution on our executive compensation as described in this Proxy Statement.proxy statement. This proposal, commonly known as a "say-on-pay" proposal and required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), provides our shareholders with the opportunity to express their views, on an advisory (non-binding) basis, on our executive compensation for our named executives for fiscal year 20152016 as described in the "Compensation Discussion and Analysis" (CD&A) section beginning on page 4131 of this Proxy Statement, as well as the Summary Compensation Table and other related compensation tables and narratives found on pages 6251 through 6366 of this Proxy Statement. The advisory vote is not a vote on our general compensation

policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 20152016 Annual Meeting of Shareholders (97.7%(98.4% of shares voted on this matter; 98.2%98.7% excluding abstentions). We attribute this level of support to the significant actions we

implemented from 2012 through 2014,2015, including significant changes to our executive compensation program during that period, as noted below:

•

We obtainhave obtained advice and recommendations on executive compensation best practices from our independent external compensation consultant, Pay Governance LLC.



•

We shifted our Executive Long-Term Equity Incentive Compensation Program for our officers (including each of our named executives) to be more directly performance basedperformance-based by restructuring awards made to those officers so that they were comprisedcomposed of approximately 60% Performance Share Units (PSUs) incorporating relative Total Shareholder Return (TSR) and non-GAAP EPS metrics, 20% stock options, and 20% restricted stock awards/units.



•

For the limited number of our executives with whom we had change-in-control agreements (which included each of our executive officers at the time), we amended these agreements to eliminate any "gross up""gross-up" payment by the Company of any "golden parachute" excise taxes.



•

We eliminated our Corporate Officer Discretionary Allowance (CODA) program.



•

In the 2016 Incentive Plan approved by shareholders at the 2016 Annual Meeting we added a "double-trigger" requirement for accelerated equity vesting.



•

We added a Clawback Policy to our Corporate Governance Guidelines.



•

We engagehave engaged in substantial outreach efforts to gather feedback with our major shareholders, to gather feedback, including nearly 65%%who together comprised more than a majority of the holders of our outstanding shares.

        In addition to the changes noted above, we have taken further action this year by including "double-trigger" accelerated equity vesting in the 2016 Incentive Plan, which we are submitting to shareholders for their approval this year.

        The Compensation Committee believes that these changes were responsive to feedback from investors and enhanced the performance orientation of our executive compensation program. As those elements of our executive compensation program continue today, we encourage shareholders to take these into account in considering the vote presented below.

        Notwithstanding the significant vote of approval for our executive compensation program in 2015,2016, we have embraced the idea of continuing outreach with our shareholders, particularly for executive compensation and corporate governance issues. In the fall of 2015,2016, we reached out to our top 25 shareholders (which included, to the best of our knowledge, shareholders holding nearly 65%more than a majority of our outstanding stock) and inquired whether they wanted to meet and/or speak with us to discuss our executive compensation and corporate governance practices. We received positive responses from, and held one-on-one conversations with, a very small subset of these shareholders, with the remainder indicating they were satisfied with our compensation and governance practices or otherwise not responding to our inquiries. In these one-on-one meetings, shareholders offered their perspectives on relevant issues, and in each case we were informed that the shareholders were very satisfied with our financial performance, changes to our executive compensation program, and corporate governance profile. In the few areas where the shareholders indicated they might see opportunities for enhancement, management forwarded the information to our Board of Directors for future consideration.

        We urge shareholders to read the CD&A on pages 41-6031-49 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and how they are designed to achieve our compensation objectives. The CD&A includes informative data that demonstrates our pay-for-performance alignment, as well as the Summary Compensation Table and

other related compensation tables and narratives. Furthermore, for a detailed discussion of our 20152016 financial performance and the actions we have taken during the past fourfive years, please also see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 12, 2016.14, 2017.

Advisory Vote and Board Recommendation

        We request shareholder approval of the 20152016 compensation of our named executives as disclosed in this Proxy Statement pursuant to the SEC's compensation disclosure rules (which disclosure includes the CD&A, the compensation tables and narrative disclosures that accompany the compensation tables within the Executive Compensation section of this Proxy Statement). This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executives and the compensation philosophy, policies, and practices described in this Proxy Statement.

        Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:

"RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the named executives, as disclosed in the Company's Proxy Statement for the 20162017 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20152016 Summary Compensation Table, and the other related tables and disclosure within the Executive Compensation section of this Proxy Statement."

        This advisory resolution is non-binding on the Board of Directors. Although non-binding, our Board of Directors and the Committee value the opinions of our shareholders, and will carefully review and consider the voting results when making future decisions regarding our executive compensation program.

        The affirmative vote of the majority of the votes cast will constitute the shareholders' non-binding approval with respect to our executive compensation programs. Abstentions and broker non-votes will have no effect on the outcome of this Proposal.

The Board of Directors recommends a vote "FOR" the approval of the advisory resolution on executive compensation.

PROPOSAL THREE—ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

        In addition to the advisory vote on executive compensation in Proposal 2 above, the Dodd-Frank Act also enables our shareholders to express their preference for having a "say-on-pay" vote every one, two, or three years. This advisory (non-binding) "frequency" vote is required once every six years. In 2011, our shareholders approved the Board of Director's recommendation that we conduct an advisory vote on executive compensation on an annual basis.

        After careful consideration, the Board of Directors has determined that holding an advisory vote on executive compensation every year remains the most appropriate policy for the Company, and recommends that shareholders vote for future advisory votes on executive compensation to occur annually.

        While our executive compensation program is designed to promote a long-term connection between pay and performance, the Board of Directors recognizes that executive compensation disclosures are made annually. Holding an annual advisory vote on executive compensation provides the Board of Directors with more direct and immediate feedback on our compensation program. However, shareholders should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation program in consideration of any one year's advisory vote on executive compensation by the time of the following year's annual meeting of shareholders.

Advisory Vote and Board Recommendation

        Shareholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years, or abstain. (Shareholders are not voting to approve or disapprove the Board of Directors' recommendation.) We understand that our shareholders may have different views as to what is an appropriate frequency for advisory votes on executive compensation, and we will carefully review the voting results on this proposal.

        This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board of Directors. Notwithstanding the recommendation of the Board of Directors and the outcome of the shareholder vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.

The Board of Directors recommends an annual advisory vote on executive compensation.

PROPOSAL FOUR—APPROVAL OF THE 2016CHARLES RIVER LABORATORIES INTERNATIONAL, INC. INCENTIVE COMPENSATION PLAN
(INCLUDING SECTION

We are asking shareholders to approve the Company's Incentive Compensation Plan, which will allow us to structure grants of certain cash incentive awards to key executives to maximize their tax deductibility as performance-based awards under Section 162(m) PERFORMANCE GOALS)
of the Internal Revenue Code.

        The Board of Directors believeshas determined that it would be in the continued growth ofCompany's best interests to preserve the Company depends, in large part, upon our abilityflexibility to attract, motivate, and retain key employees and directors, and that stockgrant certain cash incentive awards for 2018 and future years that are an important means of doing so.

        On March 28, 2016,structured to comply with the Board of Directorsqualified performance-based compensation exception under Section 162(m), and therefore has adopted the 2016 Incentive Plan (the Plan), subject to shareholder approval. The Plan is intended to replace the Company's existing equity compensation plan, the Charles River Laboratories International, Inc. Amended and Restated 2007 Incentive Compensation Plan (as amended, the 2007(the Incentive Compensation Plan). The Board of Directors believes that the Plan will help the Company continue to achieve our goals by keeping the incentive compensation program dynamic and competitive with that of other companies, and ensuring that we under which such awards may continue to attract and retain key employees who are expected to contribute to our success. The Plan will also allow us to accommodate and to create the appropriate incentives for a large pool of employees who will join us following the pending acquisition of WIL Research, and to promote retention among employees of this newly acquired business. Furthermore, as the 2007 Incentive Plan will expire in 2017, approval of a new plan is necessary to ensure that we can continue to issue stock incentive awards without disruption.

        The Plan, similar to the 2007 Incentive Plan, will utilize a fungible pool concept (described in more detail below) where each share issued in connection with awards that do not have option-like features (full-value awards) such as restricted stock and unrestricted stock (including shares issued for above-target payouts earned through performance awards) is counted as 2.3 units, and each share issued that is subject to options, stock appreciation rights, and other awards that have option-like features and that expire no more than seven years from the date of grant is counted as 1 unit against the overall reserved and available shares. The aggregate number of shares being requested for authorization under the Plan is 6,116,000 shares, which includes (i) an initial reserve of 2,467,000 of the shares of stock remaining available for issuance under the 2007 Incentive Plan and (ii) an increase of 3,649,000 shares of stock, as approved by the Board of Directors, subject to approval by the shareholders of the Company. As such, the requested aggregate share reserve under the Plan represents only an additional 2,489,396 shares in excess of the remaining share capacity under the 2007 Incentive Plan (which is 3,626,604 shares as of March 15, 2016). If the Plan is approved by our shareholders, the Plan will replace the 2007 Incentive Plan and no additional grants will be made from the remaining share reserve under the 2007 Incentive Plan. However, shares forfeited or otherwise not delivered in accordance with the 2007 Incentive Plan (such as shares currently reserved for settlement of outstanding Performance Share Unit (PSU) awards at a maximum payout level) will become available for issuance under the Plan.

        Depending on the forms of awards granted under the Plan, a maximum of 6,116,000 stock options or stock appreciation rights or 2,659,130 full-value awards could be granted under the Plan. Except as described above, no further awards are permitted to be granted under any of our preexisting stock option and incentive plans. The number of shares authorized under the Plan is anticipated to enable us to grant stock-based awards through 2019. In 2013, our shareholders approved an amendment to the 2007 Incentive Plan authorizing an increase in the number of shares that could be granted under such plan. Our Board of Directors projected then that shares authorized under the 2007 Incentive Plan would enable the Company to grant stock-based awards through 2016, and we have managed our share reserve to meet this projection.

        The closing price of Charles River common stock on the NYSE on March 15, 2016 was $71.07.

        The Compensation Committee worked with Pay Governance LLC, its outside compensation consultant, to develop the Plan, while taking into account the many institutional investor dilution guidelines, as well as the guidelines of investor advisory firms. We will continue to monitor the comparative advantages and accounting treatment of equity compensation awards going forward, in

order to ensure that the Plan promotes retention and creates incentives in a manner which benefits our shareholders.

        The affirmative vote of a majority of the votes present or represented and entitled to vote at the Meeting is required to approve the proposed Plan. This means that, assuming a quorum is present, the number of votes cast in favor of the proposal must exceed the number of votes cast against it. In addition, under New York Stock Exchange rules, an "abstention" is counted as a vote "against" the proposal. If the Plan is not approved by shareholders, we will not be able to make the proposed additional 3,649,000 shares available for issuance under the Plan.

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

•

The 2007 Incentive Plan will expire in 2017.  Approval of a new plan is necessary to ensure that we can continue to issue stock incentive awards without disruption.



•

The Plan will allow us to continue to grant equity awards, an important incentive tool for creating shareholder value.  The use of equity compensation as a component of our compensation program is critical to our future success. Equity awards create an employee ownership culture that aligns the interests of employees with shareholders. Equity compensation also focuses employees' attention on creating long-term value, since the awards are subject to vesting and/or performance conditions. For example:



•

We have established stock ownership requirements for all corporate officers, which are further described on pages 59-60 of this Proxy Statement; and



•

A substantial portion of the equity compensation granted to executive officers is awarded in the form of performance share units (PSUs), which are earned only if the Company attains specified performance levels, as described in more detail on pages 54-58 of this Proxy Statement.



•

Equity awards are critical as a recruiting and retention tool.  Our success is dependent on having talented employees to drive our growth and performance, and a competitive compensation program that includes equity awards is essential for attracting and retaining such employees. Equity compensation is utilized routinely by other companies with whom we compete for talent, and if we were not able to continue to include stock-based awards in our compensation mix, we would be at a significant competitive disadvantage for critical talent. Without equity compensation, our recruiting efforts could be more challenging, and executives and other leadership staff would no longer have stock awards at risk of forfeiture, which could impact our ability to retain them.



•

Equity awards are critical as a motivational tool.  We have placed a significant portion of eligible employees' compensation at risk through the use of our annual bonus and equity grant programs, both of which only provide value to the employee if the Company's performance remains strong. This encourages employees to pair a short-term view of performance (for purposes of the annual bonus) with a long-term view of performance (for purposes of stock grants), which provides sustained motivation for ongoing innovation.



•

We have demonstrated prudent equity compensation practices.  We recognize that equity compensation programs dilute shareholder equity and we take seriously our responsibility to use these programs responsibly. Our compensation programs are designed to be consistent with competitive market practice, and we believe that our historical share utilization has been prudent and mindful of shareholder interests. For example:

•

Our 3-year average burn rate for 2013-2015 was 4.94%, which is well within the market standard for our industry and company size. The "burn rate" is the ratio of the number of shares underlying awards, including PSUs valued at 100% of target, granted during a year to the number of basic weighted average common shares outstanding at fiscal year-end. For purposes of calculating the burn rate, we have used the higher Institutional Shareholder Services (ISS) fungible multiplier (3.0) for every full-value share granted.



•

We have a record of effectively estimating and managing our share reserve. For instance, in 2013, when we asked our shareholders to approve an increase in the number of shares that could be granted under the 2007 Incentive Plan, our Board of Directors projected that the share reserve would enable the Company to grant stock-based awards through 2016, and we effectively managed our share reserve to meet this projection. For the 2016 Plan, we are projecting the initial share reserve will allow us to grant stock-based awards through 2019.



•

Through our stock repurchase program (described on page 42 of this Proxy Statement), we have offset equity issuances related to stock compensation by repurchasing a sufficient number of shares to avoid a dilutive increase in shares outstanding.



•

We generally employ a 4-year vesting schedule for annual, time-based awards which encourages sustained performance and a return of value to shareholders as well as employees; and



•

We emphasize the use of full-value shares over options, which helps to minimize dilution by using fewer shares than a program which emphasizes options. The Company aims to deliver a dollar value through its awards, and because it takes fewer full-value shares than options to deliver a particular dollar value to recipients, an emphasis on full-value shares results in our utilization of fewer shares.



•

The Plan includes features designed to protect shareholder interests:  



•

Awards under the Plan are administered by the Compensation Committee, which consists entirely of independent directors;



•

The Plan includes strict recycling provisions. Shares held back in satisfaction of the exercise price or tax withholding requirements will not be available for new grants;



•

The Plan prohibits granting stock options and stock appreciation rights (SARs) with an exercise price below the fair market value of a share of stock on the date of grant;



•

The Plan prohibits the repricing of stock options or SARs or the exchange of stock options or SARs for cash or other awards without shareholder approval;



•

The Plan provides that at least 95% of all full-value awards to employees that are not performance awards made under the Plan will vest (i.e., become free of forfeiture restrictions) over a period of time at least three years or more from the date of grant; and



•

Material amendments to the Plan require shareholder approval.



•

If the Plan is not approved, we would experience a serious disruption of our compensation programs and we would be compelled to increase the cash component of employee compensation.  If the Plan is not approved and we fail to replace the value of equity compensation, it would create an environment where engagement of our most critical employees (including employees being added as a result of our acquisition of WIL Research) could be severely eroded. Therefore, in order to provide competitive compensation opportunities to attract, motivate and retain employees without equity compensation, we would likely need to employ cash or other non-equity rewards to replace the compensation previously delivered in equity awards. We believe these alternative forms of compensation do not align employee interests with those of

shareholders as efficiently as stock-based awards, and we feel it is important to continue to provide compensation which continues to effectively align employees with shareholders.

Section 162(m) Performance Goals

        Shareholder approval of the Plan will constitute approval of the material terms of the performance goals under the Plan for purposes of Section 162(m) of the Internal Revenue Code (Code). We are seeking shareholder approval of the material terms of the performance goals under the Plan to provide us with additional flexibility to grant awards that meet the requirements to avoid the disallowance of tax deductibility under Section 162(m) of the Code.

        Section 162(m) of the Code generally limits the federal income tax deduction for compensation paid to any person who serves as chief executive officer or who is one of the three other most highly compensated executive officers, other than the chief financial officer, of a publicly held corporation (each such person, a Covered Employee) to $1 million per year, with an exception for qualified performance-based compensation.

One of the requirements of the qualified performance-based compensation exception under Section 162(m) of the Code is that the material terms of the performance goalsobjective under which compensation may be paid be disclosed to and approved by the Company's shareholders. For purposes of Section 162(m) ofAccordingly, our shareholders are being asked to approve the Code,Incentive Compensation Plan, including the material terms of the performance goals are:

•

objective under the individuals eligibleIncentive Compensation Plan.

        If our shareholders approve the Incentive Compensation Plan, then certain cash incentive awards for 2018 and future years awarded to receiveour chief executive officer and our next three most highly compensated executive officers (other than our chief financial officer) may be structured to comply with the qualified performance-based compensation (see "—Summaryexception under Section 162(m), subject to compliance with the terms of the Plan—Eligibility to Receive Awards" below);



•

a description of the criteria on which the performance goals are based (see "—Summary of the Plan—Description of the Awards, Performance Awards" below); and



•

either the maximum amount of compensation that could be paid to an employee if the performance goals are attained, or the formula used to calculate the amount of compensation to be paid to the employee if the performance goals are attained (see "—Summary of the Plan—Certain Share Limits on Awards under the Plan, Individual Award Limitations" below).

        By approving the Plan, our shareholders will provide us with more flexibility and an additional means to ensure that the compensation we pay to our executive officers is fully deductible for federal income tax purposes under Section 162(m) of the Code.Incentive Compensation Plan. If our shareholders do not approve the Incentive Compensation Plan, then, due to the compensation paidapplication of Section 162(m), certain cash incentive awards for 2018 and future years awarded to ourthose executive officers may not be entirelyfully tax deductible under Section 162(m) ofto the Code.

The Board of Directors believes that the Plan, authorizing the issuance of
6,116,000 shares of common stock, is in the best interest of the Company
and its shareholders and recommends a vote "FOR" the approval of the Plan.Company.

Summary of the Material Terms of the Incentive Compensation Plan

        The following is a brief summarydescription of the material termsfeatures of the Incentive Compensation Plan. As discussed, our Board adopted the Incentive Compensation Plan as proposed. This summaryto allow for certain cash incentive awards to meet the requirements of qualified performance-based compensation exception under Section 162(m). The full text of the Incentive Compensation Plan is qualifiedset forth in its entirety by reference to the Plan, a copy of which is attached as Appendix B to the electronic version of this Proxy Statement as filed with the SEC and may be accessed from the SEC's website (www.sec.gov). In addition a hard copy may be obtained by making a written request to our Corporate Secretary. The description set forth below is qualified in its entirety by reference toAppendix B.

Purpose

        The Board of Directors approved the Plan, which authorizes a total of 6,116,000 shares of common stock, on March 28, 2016. The total of 6,116,000 shares of common stock includes (i) an initial reserve of 2,467,000purpose of the sharesIncentive Compensation Plan is to provide the opportunity for cash incentives and financial rewards to key employees of stock remaining availablethe Company, while allowing the Company to receive a tax deduction for issuancesuch incentives under the 2007"performance-based compensation" exception to Section 162(m).

Administration

        The Incentive Compensation Plan as of March 15, 2016, and (ii) an increase of 3,649,000 shares of stock, as approvedis administered by the Board of Directors, subjectCompensation Committee. The Compensation Committee has the authority to approval by(1) establish rules for the shareholdersadministration of the Company. The Plan mayIncentive Compensation Plan; (2) determine the performance objective for the pool, the degree of attainment of the performance objective, the actual amount of the pool, the amount of the incentive award for each participant in respect of a performance period; (3) designate participants; (4) determine the time when awards will be made; (5) determine the terms and conditions of each award; (6) certify the incentive awards and appoint agents for the proper administration of Incentive Compensation Plan; and

amended by(7) make any other determination deemed to be necessary or desirable for the Board of Directors or the Compensation Committee, provided that any amendment which requires shareholder approval in order to ensure (i) continued qualification under the NYSE rules, (ii) favorable federal income tax treatment for any incentive stock options under Section 422administration of the Internal Revenue CodeIncentive Compensation Plan.

Eligibility

        The Company's executive officers who are "covered employees" of 1986,the Company as amended, (iii) eligibility for the performance-based exception underdefined in Section 162(m) of the Code or (iv) compliance with, or the avoidance of adverse consequences under, Section 409A of the Code, is subject to obtaining such shareholder approval. As of March 15, 2016, the market value of the total number of shares to be reserved for issuance under the Plan was $71.07. The Plan is being submitted for shareholder approval at the Meeting to ensure qualification of the Plan under the NYSE rules and Sections 422 and 162(m) of the Code.

Eligibility to Receive Awards

        All employees, non-employee directors, and individuals providing services to the Company or its affiliates (approximately 8,700 people as of March 15, 2016) are potentially eligible to participate in the Incentive Compensation Plan. EligibilityThis is currently approximately five individuals. In addition, participants may include individuals who are expected to be "covered employees" in the performance period in which the Company would become entitled to take a compensation deduction as a result of incentive awards. As described below, the Compensation Committee will designate which, if any, of the eligible participants will participate in the Incentive Compensation Plan for incentive stock options is limited to those individuals whose employment status would qualify themany given performance period.

Performance Period

        The performance period for the tax treatmentIncentive Compensation Plan will be either a calendar year or the Company's fiscal year, if it is other than a calendar year.

Plan Operation

        No later than the 90^th day after commencement of Sections 421a performance period, the Compensation Committee will designate and 422approve in writing the employees who will be participants in the Incentive Compensation Plan for the performance period. At or near the start of the Code. Participants areapplicable performance period, the Compensation Committee will also specify the performance objective for the pool and determine the target and actual amount of the pool.

Determination of the Pool and Incentive Awards

        The performance objective for the pool is the attainment of 50% of target Non-GAAP operating income, which is defined as operating income that excludes the effect of certain items not requireddeemed to providerepresent core operating performance (Non-GAAP Operating Income), approved by the Compensation Committee. The adjustments from GAAP operating income to Non-GAAP Operating Income include, without limitation, discontinued operations; amortization of intangible assets; inventory purchase accounting adjustments; charges related to modifications of purchase options on remaining noncontrolled equity interests, and remeasurement of previously held equity interests; expenses associated with evaluating and integrating acquisitions; fair value adjustments associated with contingent consideration and other changes related to the Company's acquisitions, including acquisitions under consideration; expenses, losses, income, and/or gains attributable to businesses and/or properties that the Company closes, consolidates, and/or its affiliatesdivests, including such transactions under consideration; severance, executive transition, and similar costs; costs and fees related to financings and refinancings; costs related to billing adjustments and related expenses; impairments and similar items; accelerated depreciation charges; charges related to counterparty disputes, litigation, arbitration and investigations; the cumulative effect of changes in accounting policy for the grantrelevant performance period; gains or extensionlosses that are the direct result of a major casualty; the cumulative effect of changes in newly enacted or promulgated regulation for the relevant performance period; gain on bargain purchase; gains on life insurance policies; taxes and fees associated with repatriation; and other expenses, losses, income and/or gains that are unusual in nature or infrequent in occurrence. When the performance objective for the pool is attained, the pool, which is the amount allocated for all incentive awards made under the Incentive Compensation Plan, is funded. However, in no event shall the amount of the pool exceed 300% of the aggregate annual base salary of all participants of the Incentive Compensation Plan and in no event shall any participant's award exceed $5 million in any performance period.

Adjustments

        Any adjustments must be done in accordance with the requirements of Section 162(m).

Certification of Performance Objectives and Determination of Incentive Awards

        As soon as reasonably practicable, the Compensation Committee will certify in writing the level of Non-GAAP Operating Income achievement for the performance period and the amount of each participant's incentive award for the performance period. At any time before incentive awards under the Incentive Compensation Plan other thanare made, the Compensation Committee may adjust any participant's incentive award downward, but in no event will any participant's incentive award be adjusted above his or her incentive award.

Amendment and Termination

        Our Board may amend, alter, suspend, or terminate the Incentive Compensation Plan as it deems advisable subject to provide servicesany requirement for shareholder approval imposed by applicable law, including Section 162(m), and to the Company or its affiliates.

Non-Employee Director Limit

        The aggregate grant date fair value (determined aslisting requirements of the date of grant) of any equity award granted under the Plan to an individual upon becoming a non-employee member of the Board of Directors (Initial Non-Employee Director Grant) shall not exceed $800,000. All awards granted under the Plan to any individual non-employee member of the Board of Directors during any one-year term (excluding an Initial Non-Employee Director Grant) shall not exceed $600,000.New York Stock Exchange.

New Plan Benefits

        The granting ofAny awards under the Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future to any particular group or person. Accordingly, a new plan benefits table for the Plan and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the Plan if the Plan was then in effect, as described in the proxy rules, are not provided because all awards made under theIncentive Compensation Plan will be subject to the terms of the Plan and made at the discretion of the Compensation Committee (with respect to all participants other than non-employee directors) or the Corporate Governance and Nominating Committee (with respect to non-employee directors). As of the date of this Proxy Statement, no awards have been granted under the Plan. Therefore, the benefits and amounts that will be received or allocated under the Plan are not determinable at this time. Nevertheless, the Company anticipates that awards will be made under the Plan (if approved by shareholders at the Annual Meeting) to our non-employee directors in May 2016. If each non-employee director were awarded stock options and restricted stock in 2016 with the same grant date fair value as the award the director received in 2015, then as of March 11, 2016, each director would receive 3,070 stock options and 1,850 shares of restricted stock pursuant to the Plan. For additional information on our annual equity awards to non-employee directors in the last fiscal year, please see the 2015 Director Compensation Table on page 19 of this Proxy Statement. Please also refer to the Summary Compensation Table on page 61 in this Proxy Statement which sets forth certain information regarding awards granted to our named executives during fiscal 2015.

Administration of the Plan

        The Compensation Committee administers the Plan. Subject to the provisions of the Plan, the Compensation Committee determines the persons to whom awards will be granted, the number of

shares to be covered by each stock award, and the terms and conditions upon which each of the awards may be granted including vesting periods and transferability.

Available Shares

        Subject to adjustment upon certain corporate transactions or events, as proposed, up to a maximum of 6,116,000 shares of common stock (the Fungible Pool Limit), which includes (i) an initial reserve of 2,467,000 of the shares of stock remaining available for issuance under the 2007 Incentive Plan as of March 15, 2016, and (ii) an increase of 3,649,000 shares of stock, as approved by the Board of Directors, subject to approval by the shareholders of the Company, may be subject to stock options, restricted stock, stock appreciation rights, unrestricted stock, deferred stock, and other equity-based awards under the Plan. Each share issued or to be issued in connection with awards such as restricted stock and unrestricted stock that do not have option-like features (full-value awards) shall be counted against the Fungible Pool Limit as 2.3 units. Each share issued or to be issued that is subject to options, stock appreciation rights and other awards that have option-like features and that expire no more than seven years from the date of grant shall be counted against the Fungible Pool Limit as 1 unit. Awards not denominated in shares shall not count against the Fungible Pool Limit.

        Shares that are forfeited or cancelled shall not be considered to have been delivered under the Plan (and thus will be available for future grant under the Plan), but shares retained by the Company in satisfaction of the exercise price or tax withholding requirements of an award will be considered to have been delivered under the Plan (and thus will not be available for future grant under the Plan). In addition, shares repurchased by the Company with proceeds collected in connection with the exercise of outstanding options will not be added to the number of shares available for future grant under the Plan. The Compensation Committee will administer the appropriate methodology for calculating the number of shares of common stock issued pursuant to the Plan in accordance with the foregoing.

Description of Awards

        The Plan provides for a range of awards including stock options, stock appreciation rights, restricted stock, unrestricted stock, deferred stock, cash performance awards, and grants of cash made in connection with other awards in order to help defray in whole or in part the economic cost (including tax cost) of the award to the participant. In addition, the Plan provides that certain awards may be designated as performance awards if they are related to a performance period determined at the time of grant.

Stock Options

        Stock options under the Plan may be either (1) options intended to qualify as "incentive stock options" under Section 422 of the Code or (2) non-qualified stock options. Incentive stock options may be granted under the Plan to employees of the Company and its affiliates. Non-qualified stock options may be granted to employees of the Company and its affiliates, consultants, and directors.

        In accordance with federal tax laws, the aggregate fair market value (determined at the time of grant) of shares issuable pursuant to incentive stock options which first become exercisable in any calendar year under any incentive stock option of the Company may not exceed $100,000 calculated individually for each option holder. Options granted under the Plan may not be granted at a price less than the fair market value of the common stock on the date of grant, or 110% of fair market value in the case of incentive stock options granted to an employee holding 10% or more of the voting stock of the Company. The Compensation Committee determines the exercise price of each stock option, provided that each option must have an exercise price thatCommittee. It is not less than the fair market value of the common stock on the date of grant.

Stock Appreciation Rights (SARs)

        SARs are rights entitling the holder upon exercisepossible at present to receive cash or stock, as the Compensation Committee determines, equal to a function (determined by such factors as the Compensation Committee deems appropriate) ofdetermine the amount by which the stock has appreciated in value since the date of the award. The Compensation Committee determines the exercise price of each SAR, provided that each SAR must have an exercise price that is not less than the fair market value of the common stock on the date of grant.

Restricted Stock

        Restricted stock is an award of stock subject to restrictions requiring that such stock be redelivered to the Company if specified conditions are not satisfied.

Unrestricted Stock

        Unrestricted stock is an award of stock not subject to any restrictions under the Plan.

Deferred Stock

        Deferred stock is a promise to deliver stock, other securities, or other property in the future on specified terms described in each deferred stock agreement to a participant (including, for the avoidance of doubt, a director of the Company). Our Restricted Stock Units (RSUs) are a form of Deferred Stock.

Cash Performance Awards

        A cash performance award is a performance award payable in cash.

Performance Awards

        A performance award refers to an award granted to employees where receipt of an underlying final award is dependent upon satisfaction of specified performance criteria. At the beginning of each performance period, targeted performance levels will be established at which a target performance award may be earned, with a threshold or minimum performance level below which no award will be paid, and a maximum beyond which no additional amounts will be paid. The percentage of each performance award that will become a final award will be determined by the Compensation Committee on the basis of the performance goals established and the performance achieved. A final award may be less than or greater than the target performance award. Final awards may relate to, and upon vesting be paid in the form of restricted stock, unrestricted stock, deferred stock, cash performance awards or cash (or any combination). Except in the case of a participant's full career retirement, which is subject to age, service, and advance notice requirements, payment of final awardsaward that will be contingent upon the participant continuing to render services to the Company at such time (unless this condition is waived by the Compensation Committee). For more information about full career retirement provisions in our equity awards, please see page 56 of this Proxy Statement.

Vesting and Exercisability

        The Compensation Committee determines the time or times at which awards under the Plan will vest or become exercisable and the terms on which an award will remain exercisable. However, as discussed below, there are certain minimum vesting periods for issuances of full-value awards that are not performance awards.

Repricings

        Options and SARs may not be repriced, or replaced with any other award (including full-value awards) or repurchased for cash, without shareholder approval.

Transferability of Awards

        No award granted under the Plan is transferable by the holder except by will or by the laws of descent and distribution.

Certain Share Limits on Awards under the Plan

Full-Value Award Limitations

        All full-value awards that are not performance-based shall vest over a period of time at least three years or more from the date of grant and all performance-based full-value awards shall be subject to the attainment of performance objectives which require at least 12 months to achieve. However, full-value awards aggregating not more than 5% of the number of shares reserved for issuance under the Plan, as well as full-value awards to non-employee directors, may be awarded without regard to such vesting requirements.

Individual Award Limitations

        The maximum number of shares of stock for which stock options may be granted to any person annually from and after adoptionindividual during the term of the Plan and prior to March 28, 2026, the maximum number of shares of stock subject to SARs granted to any person annually during such period, and the aggregate maximum number of shares of stock subject to other awards that may be delivered (or the value of which may be paid) to any person annually during such period, shall each be 2,000,000, subject to adjustments as provided in Section 5 of theIncentive Compensation Plan. For purposes of the preceding sentence, the repricing of stock options or SARs will be treated as a new grant to the extent required under Section 162(m) of the Code, assuming that the repricing is permitted by shareholders. Subject to these limitations, each person eligible to participate in the Plan will be eligible to receive awards covering up to the full number of shares of stock then available for awards under the Plan. No awards may be granted under the Plan after March 28, 2026, but previously granted awards may extend beyond that date.

        In addition, no more than $3,000,000 may be paid to any individual with respect to any cash performance award (other than an award expressed in terms of shares of stock or units representing stock). In applying the dollar limitation of the preceding sentence, multiple cash performance awards to the same individual that are determined by reference to performance periods of one year or less ending with or within the same fiscal year of the Company shall be subject in the aggregate to the $3,000,000 limit. Multiple cash performance awards to the same individual that are determined by reference to one or more multi-year performance periods ending in the same fiscal year of the Company are not included in the limit described above; instead, they are subject in the aggregate to a separate $3,000,000 limit.

Reclassification of Stock

        Under the Plan, if the shares of common stock shall be subdivided or combined into a greater or smaller number of shares, or if the Company shall issue any shares of common stock as a stock dividend on its outstanding common stock, the Compensation Committee will make appropriate adjustments to the maximum number of shares that may be delivered under the Plan and to the maximum share limits described above, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards then outstanding or subsequently granted,

including any exercise prices relating to the awards and any other provision of awards affected by such change.

Certain Transactions

        Other than in connection with awards that are denominated and subject to settlement in cash, awards will not vest in connection with a Covered Transaction unless such Covered Transaction is accompanied by a "double trigger event". For this purpose, a "double trigger event" occurs in connection with a Covered Transaction if (i) the award is not appropriately assumed nor an equivalent award substituted by the surviving, continuing, successor or purchasing company or other business entity or parent thereof, as the case may be, (ii) cash or cash equivalents are the sole or primary form of consideration to be received by the shareholder of the Company or (iii) at the time of, or within 12 months following the Covered Transaction, the participant incurs a termination of employment without Cause or for Good Reason (each as defined in the Plan, which is attached as Appendix B to the electronic version of this Proxy Statement as filed with the SEC and may be accessed from the SEC's website (www.sec.gov)).

        Upon a Covered Transaction "double trigger event": (i) in the case of a stock option or SAR, the stock option or SAR shall become fully vested and exercisable immediately upon the occurrence of the double trigger event; (ii) in the case of restricted Stock, deferred stock or restricted stock units (in each case other than an award of restricted stock, award of deferred stock or award of restricted stock units that is a performance award), the restriction period shall lapse and the restricted stock, deferred stock or restricted stock unit (as applicable) shall fully vest immediately upon the occurrence of the double trigger event; and (iii) in the case of a performance award, payment under the award shall be subject to the terms set forth in the applicable award agreement.

        A Covered Transaction is deemed to occur where the Company undergoes any of (1) a consolidation, merger or other transaction which results in any individual, entity or "group" acquiring the beneficial ownership directly or indirectly of more than 50% of either the then-outstanding shares of common stock of the Company or the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors, (2) at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted theThe Board of Directors and any new member of the Board of Directors whose election or nomination for election was approved byrecommends a vote of at least a majority of"FOR" the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board of Directors, (3) a sale or transfer of all or substantially all the Company's assets, or (4) a dissolution or liquidation of the Company.

Forfeiture or Clawback of Awards

        The Compensation Committee may determine that any award under the Plan shall be subject to provisions for the forfeiture and/or reimbursement of all amounts received in connection with an award in the event of breach of noncompetition, nonsolicitation, or confidentiality agreements. All awards granted under the Plan are subject to recoupment, to the extent applicable, under the Company's Corporate Governance Guidelines and/or any other recoupment, clawback or similar policy that may be approved by the Board of Directors or any committee thereof. Notwithstanding any other provision of the Plan, a participant shall be required to reimburse the Company amounts received in connection with an award to the extent required under Section 304 of the Sarbanes-Oxley Act of 2002 and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Federal Income Tax Considerations

        The following is a description of certain U.S. federal income tax consequences of the issuance and exercise of awards under the Plan under U.S. federal income tax laws as currently in effect:

Incentive Stock Options

        An optionee is generally not taxed on the grant or exercise of an incentive stock option. The difference between the exercise price and the fair market value of the shares on the exercise date will, however, be considered an adjustment for purposes of the alternative minimum tax. If an optionee holds the shares acquired upon the exercise of an incentive stock option for at least two years following grant and at least one year following exercise, the optionee's gain (or loss), if any, upon a subsequent disposition of such shares is a long-term capital gain (or loss). The measure of the gain is the difference between the proceeds received on disposition and the optionee's basis in the shares (which generally equals the exercise price). If an optionee disposes of stock acquired pursuant to exercise of an incentive stock option before satisfying the one and two-year holding periods described above, the optionee will recognize both ordinary income and capital gain (or loss) in the year of disposition. The amount of the ordinary income will be the lesser of (1) the amount realized on disposition less the optionee's adjusted basis in the stock (usually the exercise price) or (2) the difference between the fair market value of the stock on the exercise date and the exercise price. The balance of the consideration received on such a disposition will be short-term capital gain or long-term capital gain depending on the holding period of the share. The Company is not entitled to an income tax deduction on the grant or exercise of an incentive stock option or on the optionee's disposition of the shares after satisfying the required holding periods described above. If the holding periods are not satisfied, the Company will be entitled to a deduction in the year the optionee disposes of the shares, in an amount equal to the ordinary income recognized by the optionee.

Non-Qualified Stock Options

        The grant of a non-qualified option will not result in taxable income to the optionee or deduction to the Company at the time of grant. The optionee will recognize taxable compensation, and the Company will have a corresponding deduction, at the time of exercise in the amount of the excess of the then fair market value of the shares acquired over the exercise price, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. Upon disposition of the shares, the optionee will generally realize capital gain or loss (short- or long-term, depending on the length of the period the shares were held), and the optionee's basis for determining gain or loss will be the sum of the exercise price paid for the shares plus the amount of compensation income recognized on exercise of the option.

Stock Appreciation Rights

        The amount of any cash or the fair market value of any stock received by a participant upon the exercise of SARs under the Plan will be subject to ordinary income tax in the year of receipt, and the Company will be entitled to a deduction for such amount.

Restricted Stock

        A participant who receives restricted stock will recognize no income on the grant of the restricted stock and the Company will not qualify for any deduction, unless the election described below is made by the participant. At the time the restricted stock is no longer subject to a substantial risk of forfeiture, a participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the restricted stock at the time the restriction lapses over the consideration paid for the restricted stock, if any. The holding period that determines whether the

participant has short- or long-term capital gain or loss begins when the restriction period expires, and the tax basis for the shares will generally be the fair market value of the shares on such date.

        A participant may elect, under Section 83(b) of the Code, within 30 days of his or her receipt of the restricted stock, to recognize ordinary compensation income on the date of transfer in an amount equal to the excess, if any, of the fair market value on the date of such transfer of the shares of restricted stock, determined without regard to certain restrictions, over the consideration paid for the restricted stock, if any. Additional special tax rules apply if the participant forfeits the shares. On a disposition of the shares, a participant will recognize gain or loss equal to the difference between the amount realized and the tax basis for the shares.

        Whether or not the participant makes an election under Section 83(b), the Company generally will qualify for a deduction, subject to the reasonableness of compensation limitation and Section 162(m) of the Code, at the time and equal to the amount that is taxable as ordinary income to the participant.

Unrestricted Stock

        Upon receiving an award of unrestricted stock under the Plan, the participant will realize ordinary income to the extent of the fair market value (determined at the time of transfer to the employee) of such shares, over the amount, if any, paid by the employee for the shares. Such taxable amounts will generally be deductible as compensation by the Company, subject to Section 162(m) of the Code.

Restricted Stock Units (RSUs)

        A participant generally does not recognize income, and the Company generally will not be allowed a tax deduction, at the time an RSU is granted. When the RSUs vest and are settled for cash or shares, the participant generally will be required to recognize as income an amount equal to the fair market value of the shares or the amount of cash on the date of settlement, and the Company generally will be allowed a corresponding tax deduction at that time, subject to the reasonableness of compensation limitation and Section 162(m) of the Code. Any gain or loss recognized upon a subsequent sale or exchange of the shares (if settled in shares) is generally treated as capital gain or loss for which we are not entitled to a deduction. For purposes of clarity, for federal income tax considerations, our PSUs are considered a variant of RSUs.

Deferred Stock

        A participant who receives an award of deferred stock will recognize no income on the grant of such award. However, he or she will recognize ordinary compensation income on the later transfer of the actual stock. If at the time of transfer the stock received is subject to a substantial risk of forfeiture, the tax treatment will be the same as discussed above under the caption "Restricted Stock." The Company generally will qualify for a deduction, subject to the reasonableness of compensation limitation and Section 162(m) of the Code, at the time and equal to the amount that is taxable as ordinary income to the participant.

Cash Performance Awards

        Generally, a participant will recognize ordinary income and the Company will generally be entitled to a deduction (and will be required to withhold federal income taxes), subject to Section 162(m) of the Code, with respect to such cash awards at the earliest time at which the participant has an unrestricted right to receive the amount of such cash payment.

Section 162(m)

        Section 162(m) of the Code provides that the deduction by a publicly held corporation for compensation paid in a taxable year to the chief executive officer and the three other most highly compensated executive officers of the corporation is limited to $1 million per each individual officer. For purposes of Section 162(m), compensation which meets the requirements of "qualified performance-based compensation" is not subject to the deductibility limitation. There can be no assurance that such compensation under the Plan will be fully deductible under all circumstances.

        This general tax discussion is intended for the information of shareholders considering how to vote with respect to this proposal and not as tax guidance to participants in the Plan. Different tax rules may apply to specific participants and transactions under the Plan, particularly in jurisdictions outside the United States.

Section 409A

        To the extent applicable, awards granted under the Plan are intended to comply with or be exempt from Section 409A of the Code, and the Plan will be interpreted and administered in accordance therewith. The administrator of the Plan will have the authority unilaterally to accelerate or delay a payment to which the holder of any award may be entitled to the extent necessary or desirable to comply with, or avoid adverse consequences under, Section 409A of the Code (including with regard to an individual deemed to be a "specified employee" under Section 409A of the Code who has received an amount under the Plan deemed to be "deferred compensation" subject to Section 409A of the Code).

        Notwithstanding the foregoing, the Company does not guarantee that the Plan, any awards or any payments with respect thereto are in compliance with Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Internal Revenue Code are satisfied, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes).

Registration with the SEC

        If our shareholders approve the Plan, we will file a Registration Statement on Form S-8 with the Securities and Exchange Commission as soon as reasonably practical after the approval, to register the shares available for issuance under the Plan.

Equity Compensation Plan Information

        The following table summarizes, as of December 26, 2015, the number of options issued under the Company's stock option plans and the number of options available for future issuance under these plans.

        The following table provides additional information regarding the aggregate issuances under our existing equity compensation plans as of December 26, 2015:

        In February 2016, the Company issued its annual equity compensation awards to its employees and on March 1, 2016 issued awards to new hires. Accordingly, the following table summarizes, as of March 15, 2016, the updated number of options issued under the Company's stock option plans and the updated number of options available for future issuance under these plans.

        The following table provides additional information regarding the aggregate issuances under the Company's existing equity compensation plans as of March 15, 2016.

Share Utilization Disclosure

        The following table summarizes our share utilization with respect to the 2007 Plan over the past three fiscal years. We include this table in recognition that many shareholders find this information useful in evaluating equity compensation proposals, such as this Proposal 3.

COMPENSATION DISCUSSION AND ANALYSIS

        The purpose of our compensation program is to recruit and retain the strongest possible management team, while simultaneously aligning management's interest with those of our shareholders. With these considerations in mind, the Compensation Committee (referred to in this section of the Proxy Statement as the Committee) has overseen the development, implementation and administration of our Executive Compensation Program (the Compensation Program or Program), described below, for members of senior management including the Chief Executive Officer and the other fivefour executives who are identified in the Summary Compensation Table below (our named executives), which includes one former executive officer and another executive officer who retired in March 2016.. Our philosophy behind the Compensation Program is that it should appropriately align executive compensation with both the short- and long-term performance of the Company. Our named executives for fiscal year 20152016 are: James C. Foster (Chief Executive Officer and President), David R. Smith (Corporate Executive Vice President and Chief Financial Officer), Thomas F. Ackerman (formerly our Corporate Executive Vice President and Chief Financial Officer; as of the end of fiscal year 2015, Senior Financial Advisor), Dr. Nancy A. GillettWilliam D. Barbo (Corporate Executive Vice President and Chief ScientificCommercial Officer),; David P. Johst (Corporate Executive Vice President, Human Resources, General Counsel and Chief Administrative Officer), and Dr. Davide A. Molho (Corporate Executive Vice President and President, Global RMS, Safety Assessment & Biologics).

Executive Summary

        We believe that the design of our 20152016 Compensation Program is best understood by evaluating it in the context of the business environment in which we have been operating since the end of the previous decade. At that time, large pharmaceutical and biotechnology companies began to undertake significant changes in their operations as they endeavored to improve the productivity of their drug development pipelines, and at the same time, streamline their infrastructures in order to improve efficiency and reduce operating costs. Until a few years ago, these actions had an unfavorable impact

on sales of our products and services, and our financial performance, and this was reflected in the compensation earned by our officers.

        Over the past four to five years, however, the demand for our outsourced services steadily improved, as has demand for products and services to support our clients' manufacturing activities. We

took several important steps in the past twothree years to position the company to meet this increased demand and to maintain responsiveness to clients' needs, including:needs:

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we enhanced our Safety Assessment and Discovery capacity by opening small amounts of new capacity at existing facilities in 2014 and 2015, and reopening our Charles River Massachusetts facility in the first quarter of 2016, and expanding our global footprint and reinforcing our scientific leadership through the acquisition of WIL Research in April 2016;



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in our Microbial Solutions segment, we acquired (1) Celsis Group Limited in July 2015 to further enhance our rapid testing portfolio by expanding in the non-sterile quality control testing market;market, and (2) Blue Stream Laboratories, Inc., an analytical CRO supporting the development of complex biologics and biosimilars, in June 2016;



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we acquired Sunrise Farms, Inc. in May 2015 to expand our production of specific-pathogen-free fertile chicken eggs and chickens used in the manufacture of live viruses; and



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we acquired several Discovery Services businesses insince the beginning of 2014 and 2015 (Argenta, BioFocus, ChanTest, VivoPath, Oncotest and, Oncotest)most recently in September 2016, Agilux) to enhance our early-stage drug research capabilities and enable us to work with clients at the earliest stages of the discovery process.

        Additionally, in the past five to six yearsduring this same period we have taken a variety of decisive and sometimes difficult, actions targeted at strengthening the business, enhancing client satisfaction and returning value to shareholders. Our continued actions toward the achievement of these initiatives in 20152016 included the following:

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We continued our focus on operating efficiencies through further optimizing our infrastructure, utilizing automation to reduce manual processes, and generating greater savings from our procurement activities.



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We expanded our project management office (PMO) in order to identify and manage initiatives that contribute to our organization's productivity, efficiency, and risk management. This group participates globally across all our businesses to support maximization of revenue, minimization of costs, and reduced risk.risk reduction. PMO projects are prioritized through regular updates to our management Executive Committee.



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We made three acquisitions of various sizes and in different business segments (as noted above).



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We continued to repurchase our stock with the intent to offset dilution of shareholder value due to stock and option awards to employees and directors in order to align their interests with those of shareholders. During 2015 we repurchased approximately 1.5 million shares on the open market based on our stock repurchase program. As a result of our share repurchase program, weighted average shares outstanding were 47.6 million for the year ending December 26, 2015, and essentially unchanged from the prior year.

        We believe these actions contributed significantly to our strong financial performance in fiscal 2015,2016, in which we achieved:

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a 5.1%23.3% increase in revenue;



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cash flow from operating activities of $288.2$300.4 million; and



•

an 8.7%a 21.3% increase in non-GAAP earnings per share from continuing operations; andoperations.

over that time. Please see pages 46-47 of this Proxy Statement for more information regarding our 2014 PSU payouts.

        We believe that, when viewed in this context, the compensation for our executive officers was appropriately aligned to our financial performance. For instance, our CEO's annual cash bonus amount was 156.6%152.5% of the target, due to the fact that we generally outperformed the measures on which the annual cash bonus is based: free cash flowa goal tied to the integration of WIL Research far exceeded expectations, operating incomeNon-GAAP EPS and EPSfree cash flow moderately exceeded expectations, and revenue was only slightly abovebelow our expectations. Our other named executives received annual cash bonus amounts ranging from 81.4% to 197.3%130.3%-161.8% of the target amount.

(For (For a detailed discussion of our 20152016 financial performance, the factors that we believe are influencing demand from our clients, and the actions we have taken during the past years, please see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 12, 2016.14, 2017.)

20152016 Advisory Vote on Executive Compensation

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 20152016 annual meeting of shareholders (97.7%(98.4% of shares voted in support on this matter; 98.2%98.7% excluding abstentions). We attribute this level of support to our performance in 20142015 and the significant actions we implemented from 2012 through 2014,2015, including significant changes to our executive compensation program during that period, which followed a period of substantial outreach to our shareholders, as follows:

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Introduced Performance Share Units and Increased the Performance Orientation of the Long-Term Incentive Compensation Program: During fiscal 2012, following a comprehensive review of our long-term equity incentive program, the Compensation Committee approved a new structure for long-term incentive awards granted beginning in fiscal 2013 that significantly increased the emphasis on performance-based equity compensation. The new structure was piloted by our executive officers in fiscal 2013, and expanded to all of our corporate officers in fiscal 2014. Under the revised structure, our officers receive three types of equity awards:



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Performance Share Units (PSUs), which vest on a "cliff basis" after three years only if service and performance requirements are met and which will be paid out in shares based upon two separate performance metrics: (1) first fiscal year non-GAAP earnings per share (EPS) and (2) three-year relative Total Shareholder Return (relative TSR),rTSR, as further described on pages 54-5845-47 of this Proxy Statement in the discussion related to Long-Term Equity Incentive Awards. PSUs are intended to comprise approximately 60% of the intended value of long-term equity incentive awards provided to executive officers in any fiscal year.



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Time-based stock options, which vest over four years. Stock options are intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.



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Time-based restricted stock/restricted stock units, which vest over four years (except in limited circumstances when special awards are granted). Restricted stock/restricted stock units are intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.



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Elimination of 280G Excise Tax Gross-Ups.  For the limited number of our executives with whom we had change-in-control agreements (which included each of our executive officers), we amended these agreements to eliminate any "gross-up" payment by the Company of any of the excise taxes imposed by Section 4999 of the Internal Revenue Code due to "golden parachute" payments.

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Reduction and Elimination of the Discretionary Allowance.  The Corporate Officer Discretionary Allowance (CODA) program, which provided specific cash allowance tiers based on an executive's officer level, was eliminated effective fiscal 2014.



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Introduction of Clawback Policy.  In February 2013, our Board of Directors amended our Corporate Governance Guidelines to include a recoupment (also known as a clawback) policy. This policy applies to all of our executive officers. Under this Clawback Policy, in the event of a restatement of all or a significant portion of Charles River's financial statements that has been determined by the Board to be due to the gross negligence, intentional misconduct or fraud by

an executive officer, the Board has the discretion to require repayment of a portion or all of any incentive-based compensation paid to such executive officer or former executive officer and/or effect the cancellation of any unvested incentive compensation, subject to specified criteria.

        In addition to the changes noted above, we have taken further action this year by including

        The Compensation Committee believes that these changes have been responsive to feedback from investors and enhance the performance orientation of our executive compensation program. Following further shareholder outreach in the fall of 2015,2016, we once again received positive response to the changes that were made during the preceding years, and none of our shareholders advocated for any substantial changes to our executive compensation program. Notwithstanding this positive reception, the Board and Committee will continue to explore ways in which Charles River's executive compensation programs could be improved, and we remain committed to ongoing engagement with our shareholders on the various corporate governance topics that are of interest to them.

Historical Elements of Our Compensation Practices

        Certain elements of our compensation practices reflect legacy decisions and changes that were made in prior years (since 2009) which were designed to ensure alignment between executive compensation and Company performance, and which continue to carry forward and have influence in our program:

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Base Salaries:  We have kept base salary increases modest. While year-to-year there are adjustments (ranging from 0% to 5%7%) that may be below or above the average, in general annualized merit increases (excluding promotional increases) are consistent with the average annualized merit increase allotted to our North American workforce.



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Annual Cash Incentive Awards:  WithFrom 2009 through 2012, with business plans having been scaled to levels below earlier high-growth years, we reduced targeted bonus payouts for each goal under our Executive Incentive Compensation Plan (EICP) from 2009 through 2012.. We resumed non-reduced targeted payouts in 2013 following a second consecutive year of solid financial performance, and have maintained that level in 2014 and 2015.since.



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Perquisites:  We eliminated the majority of individual perquisites/benefits and associated tax gross-ups available to our officers (including the named executives). Between 2010 and 2013, the value of these perquisites was partially replaced by our Corporate Officer Discretionary Allowance (CODA) program. The CODA was fully eliminated effective in fiscal 2014.



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Severance:  We reduced the severance plan benefits for involuntary terminations of corporate officers under our Officer Separation Plan.

        We believe that all of these adjustments to our Program during this period were appropriate in light of, and consistent with, the economic and market environments, our financial performance, the corporate actions taken, and executive compensation trends. Furthermore, the increased focus on near-term financial and operational objectives properly aligned management's incentives with the interests of our shareholders. For example, our pay mix maintains a continued focus on variable, or "at risk," compensation. On average, approximately 71.9%81.0% of 20152016 target annual compensation for our named executives was based on long-term equity incentives and performance-based bonuses (87.9%(88.2% for our CEO). Furthermore, annual base salary for our named executives remains a relatively small portion (28.1%(19.0%) of our named executives' core intended compensation (12.1%(11.8% for our CEO). We note that these averages are slightly skewed due to the absence of any 2015 equity grant to Dr. Gillett in light of her impending retirement. Absent Dr. Gillett's compensation, annual base salary for our named executives is only 22.0% of intended core compensation.

        Furthermore, as seen in the graph below, the alignment between executive pay and our performance is demonstrated by the close correlation from 2008 to 20152016 between (1) the total compensation paid (consistent with the Summary Compensation Table) to our CEO in those years and (2) our non-GAAP earnings per share from continuing operations during that period. As illustrated, compensation generally increased with strong performance and decreased when performance declined.

A very similar alignment can be seen between our performance and the average pay (based on Summary Compensation Table disclosure) for the fourtwo other named executives who have consistently been included in the summary compensation table during the period from 2010 to 20152016 (Mr. Ackerman, Mr. Johst Dr. Gillett and Dr. Molho).

        For purposes of these graphs, "Other" refers to the total average amounts set forth in the following columns in the Summary Compensation Table on page 61:51-52 of the Proxy Statement: (1) Change In Pension Value and Non-qualified Deferred Compensation Earnings; and (2) All Other Compensation. Information with respect to 2008, 2009, 2010, 2011, 2012 and 20122013 compensation is set forth in our 2011, 2012, 2013, 2014, 2015, and 20152016 Proxy Statements, respectively.

        Please seeAppendix A to this Proxy Statement for reconciliation of our GAAP EPS to non-GAAP EPS to GAAP EPS for 2008-2015.2008-2016.

        In addition to the changes summarized above and the quantified alignment between executive pay and our performance, we maintain existing compensation practices that represent strong corporate governance, including the following:

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a cap on the annual EICP bonus opportunity, even for exceptional performance;



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significant stock ownership guidelines that align executives' interests with those of shareholders and which increase with the level of the executive's officer level;



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rules prohibiting executives from trading derivative securities, pledging our stock, and from hedging the economic risk of ownership of our stock;



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an annual risk assessment of our pay practices;



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an annual shareholder advisory vote on executive compensation;



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a Compensation Committee comprisedcomposed entirely of independent directors; and



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an independent compensation consultant.

        The changes to the Program made during the past few years reflect our flexibility in responding to changing market conditions, our business strategy and financial performance, executive compensation standards, and the opinions and suggestions of our investors.

        In addition to changes to the Program, in light of periodic discussions with shareholders and observation of general governance trends, we have recently made modifications to our corporate governance structure. For instance, in December 2014 we amended our bylawsBylaws to provide for a majority vote standard for election of directors in uncontested elections, and in January 2016 we amended our bylawsBylaws to authorize the removal of directors by shareholders without cause upon an affirmative vote of the holders of a majority of shares entitled to vote.

        We remain committed to ongoing engagement with our shareholders on various corporate governance topics that are of interest to them. We conduct these efforts through meetings and telephone calls throughout the year with our senior management, and provide shareholders with the opportunity to cast an annual say-on-pay advisory vote on executive compensation. We have determined that our shareholders should vote on a say-on-pay proposal every year, consistent with the preference expressed by our shareholders at the 2011 Annual Meeting.Meeting, and we have reiterated our recommendation to continue this practice in Proposal 3. The Committee is always open to the input of our shareholders in making future compensation decisions for the named executives. At the same time, we believe that it is important to maintain consistency in our compensation philosophy and approach. While the Committee and our management team understand the impact that immediate economic conditions and our operating performance may have on our stock price, it is important to us that the elements of the Program continue to incentivize management to achieve important short- and long-term operating goals that are intended to strengthen the company and translate ultimately into stock price appreciation for our shareholders.

Objectives of the Compensation Program

        The Committee reviews and monitors the Compensation Program and compensation policies by reference to specific objectives which are established in accordance with its charter. The Committee recognizes the importance of establishing clear objectives for the Program and evaluating the relative effectiveness of current and proposed compensation policies and practices in advancing those objectives. In keeping with our philosophy that the Program should appropriately align executive compensation with both the short- and long-term performance of the Company, the Committee has determined that the Compensation Program should achieve the following objectives:

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attract and retain superior talent;



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support the achievement of desired levels of Company performance;



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align the interests of executives with the interests of shareholders;



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differentially and meritoriously reward individual performance; and



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promote accountability.

        To achieve these broader objectives, the current design of the Compensation Program has also been crafted to accomplish the following:

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effectively balance fixed and at-risk compensation through a continuum of compensation elements;



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differentially reward individuals based on performance through the incorporation of both short- and long-term elements;



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differentially reward individuals who contribute to the success of high-performing business units;

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promote the achievement of desired levels of Company performance through the utilization of both short-term bonus and long-term equity elements which are closely aligned with our business performance; and



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accommodate ongoing acquisitions where the motivation and retention of talent is key to integration and business performance.

Compensation Elements

        Our Compensation Program for fiscal year 20152016 consisted of the following core and supplemental elements:

        The core elements of compensation are typically those which the Committee evaluates on an annual basis, while the supplemental elements are programs or arrangements that we have included for strategic reasons and are evaluated on a less frequentless-frequent basis by the Committee.

        Annual base salary represents the smallest portion of our named executives' target core compensation (less than 30%20%). Over 70%80% of 20152016 targeted annual compensation for our named executives was based on variable or "at-risk" compensation elements, reflecting the Committee's focus on ensuring that senior management is appropriately rewarded for actual performance achievements.

The following table shows the 20152016 total core compensation mix, based on targeted (not actual) compensation.

Compensation Setting Process

        As described above on pages 15-16 of this Proxy Statement, the Compensation Committee engaged Pay Governance as its independent compensation consultant to advise the Compensation Committee on matters related to 20152016 executive compensation. Pay Governance generally assists the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for our top executives, compensation program design and market practices generally, guidance on how to appropriately compensate officers, and other topics as the Compensation

Committee deems appropriate. The Compensation Committee has authorized Pay Governance to interact with management on behalf of the Compensation Committee, as needed, in connection with advising the Compensation Committee and Pay Governance is included in discussions with management. With respect to fiscal year 20152016 compensation determinations, Pay Governance specifically assisted in the following:

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evaluating and recommending adjustments to our peer group;



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benchmarking and analyzing executive compensation levels and recommending pay strategies (but not necessarily specific pay levels) for 2015;2016; and



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performing initial and ongoing calculations related to the Performance Share Unit grants to our corporate officers, including tracking and reviewing calculations of Total Shareholder Return relative to peers.

        Pay Governance is directly accountable to the Compensation Committee, which has sole authority to engage, dismiss, and approve the terms of engagement of the compensation consultant. During 2015,2016, Pay Governance did not provide any other services to the Company.

        Only two of the named executives of the Company are regularly involved in assisting the Committee in setting compensation parameters. In his role as our Corporate Executive Vice President, Human Resources, General Counsel and Chief Administrative Officer, Mr. Johst assists the Committee by providing data to the Committee's consultants, developing or modifying compensation plans and programs based on the Committee's input, and otherwise supporting the Committee's efforts to obtain the information and data required to make well-reasoned decisions regarding the compensation elements which comprise the Program. In his capacity as Chairman, President and Chief Executive Officer, Mr. Foster regularly participates in strategic discussions with the Committee regarding the

design and scope of the Program to help ensure that the compensation elements, policies, and practices underlying the Program are properly aligned with the Company's short-term financial and long-term strategic objectives. Mr. Foster also provides recommendations to the Committee regarding modifications that would allow the Program to function more effectively in the context of our evolving business organization, and assists the Committee in evaluating the individual performance of each executive officer (other than himself) to ensure that their respective levels of compensation take such performance into account. As a matter of process, Mr. Foster and Mr. Johst frequently collaborate to analyze internal and externally-provided compensation data and information, and provide preliminary recommendations to the Compensation Committee during the course of the Committee's determination of annual compensation levels. Other than Messrs. Foster and Johst, none of our executive officers plays a significant, ongoing role in assisting the Committee to setwith setting compensation parameters.

Total Compensation Strategy and Peer Group

        The Committee strives in its methodology to provide total core compensation to our named executives that reflects an appropriate market benchmark and a select peer group of companies which are similar to the Company (the peer group). The peer group is primarily comprised of companies operating in the area of life sciences and drug discovery and development, with a particular focus on ensuring that the peer group takes into account the presence of companies, both in the greater Boston area and globally, who compete directly with the Company for scientific and management talent. We draw upon data for comparable companies from public disclosures for the companies in the peer group and from reputable ongoing compensation surveys of similarly sized companies in the industries listed above. Each year the Committee reviews and approves the peer group as well as a target Total Compensation Strategy. The Committee does not target a specific competitive percentile for the named executives, but rather relies on a variety of factors in making pay decisions beyond market data, such as each executive's experience, performance ratings, internal equity, and strategic value of the executive's position to the Company.

Fiscal Year 20152016 Compensation Analysis Methodology

        For fiscal year 2015,2016, in conjunction with the changes to the peer group described below, the Committee (with the assistance of Pay Governance) utilized a regression model to analyze the competitiveness of current executive compensation. Accordingly, our target Total Compensation Strategy utilizes a methodology whereby target Total Direct Compensation is evaluated against the size-appropriate benchmark data that factors in our Company's relative size compared to the size of peer group companies and that is established for each position by reference to the peer group. Total Direct Compensation in 20152016 for our named executives generally approximated the range of competitive market data suggested by the executive's associated market benchmark.benchmark and took into account the various qualitative factors listed above.

        The peer group identified by Pay Governance consists of industry comparators both larger and smaller in revenue size than Charles River; accordingly, Pay Governance has developed a method of adjusting proxy compensation data for the peer group using common statistical regression methods to result in a good correlation between the proxy data and Charles River's corporate revenue, such that the regressed proxy revenue is commensurate to Charles River's revenue. This size-adjusted peer group proxy data is then blended with size-appropriate, custom compensation survey data (with proxy data weighted 75% and survey data weighted 25% for the named executive officer benchmarks) to derive a "market composite benchmark" for evaluating our executive compensation. The Committee originally adopted this "market composite benchmark" methodology and a peer group that is relatively large in quantity of component companies for evaluating and setting 2012 executive pay levels, in part due to industry consolidation presenting a challenge to maintaining a consistent group of peer companies year-over-year, and has continued with its use since.

        For evaluating 20152016 compensation levels, the proxy peer group consisted of the following 3938 companies: