the Corporate Governance and Nominating Committee is "independent" under the rules of the NYSE.NYSE, and Dr. Thompson was similarly independent through the date of his resignation in October 2018. 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, committee 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.com under the "Investor Relations—Corporate Governance" caption.

        TheAnnually the Corporate Governance and Nominating Committee is responsible for conducting an annualconducts a three-part evaluation process coordinated by the Chair of the performance of thethis Committee/Lead Director consisting of: (1) full Board evaluation, (2) evaluations of each committee and its committees(3) director self-assessment. The purpose of this process is to determine whether itthe Board and the committees are functioning effectively. This process includes annual self-assessmentsThe Board and committee evaluations are conducted by each Board committee with performance criteria for each committee established on the basis of its charter, as well aswritten questionnaires and one-on-one interviews conducted by the chair of the committee. As part of this process, the Corporate Governance and Nominating Committee also assesses the performance ofCommittee. The director self-assessments are conducted by interviews with each individual director. Thismember of the Board. The performance criteria for each committee is based on the responsibilities of the committee as set forth in its respective charter. The performance assessment also addresses factors such as each director's meeting attendance, core competencies, independence, and level of commitment. Upon completion of the individual directorthis evaluation process, the Committee reports its conclusions to the full Board. On a regular basis, the Corporate Governance and Nominating Committee reviews the evaluation process to determine if changes or enhancements should be made. Following the most recent evaluation process, the Board (1) identified important strategic and/or fundamental areas that they have requested be areas of focus for Company management during the upcoming year and (2) requested Mr. Foster to develop a standard management-to-Board presentation format designed to highlight the most pressing business and operational priorities in order to increase the overall efficiency and productivity of Board and Committee meetings.

        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.directors. 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. Inexpected. For the event that vacancies are anticipated, or otherwise arise,purposes of succession planning, 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.

Strategic Planning and Capital Allocation Committee

        The Strategic Planning and Capital Allocation Committee met three times during 2018 and was composed 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 Committee may obtain advice and assistance from outside consultants and advisors, and receives assistance and reports from our senior management from time to time.

Science and Technology Committee

        The Science and Technology Committee met oncetwo times during 20152018 and was comprisedcomposed of the following members: Drs. Kochevar, MacKay (Chair), Milne and Thompson, (Chair)until he resigned from the Board in October 2018, 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 AllocationFinance Committee

        The Strategic Planning and Capital AllocationFinance Committee met six timesonce during 2015 and was2018. It is comprised of the following members: Messrs. BertoliniDr. Milne, and Mr. Wallman (Chair), Foster, Reese and Wallman.. The Strategic Planning and Capital AllocationFinance Committee is responsible for reviewing our capital structure,providing ongoing, broad-based guidance and input to management regarding opportunities to enhance finance systems and practices and to promote heightened levels of financial strategies, major acquisitionsperformance 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.efficiency. To satisfy these oversight responsibilities, the Committee receivesmay obtain advice and assistance from consultants and reports from our senior management from timehas access to time.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 2015,2018, the Executive Committee (which did not meet) consistedconsisting of Messrs. Bertolini, Foster (Chair), Massaro, and Reese, and Drs.Dr. Milne, and 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 originnationality, industry, geography, age, and race/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 diversecollaborative 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 experiencebackgrounds and experiences 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.

        Following the resignation of Dr. Thompson in October 2018, the Board of Directors commenced a search, currently ongoing, for one or more directors as part of board succession planning. As part of this process, the Board has decided to prioritize inclusion in the pool of director candidates those who, in addition to meeting the other criteria and qualifications for service on the board and contributing to the long-term success of the Company, would also enhance the overall gender and racial/ethnic diversity of the Board.

        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 20172020 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 but one of the members of the Board serving at that time attended the 20152018 Annual Meeting of Shareholders. During 20152018 there were sixseven 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 2015.2018.

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.

20152018 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, 2015.29, 2018. 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 62-6352-53 of this proxy statement.Proxy Statement.

        We payDuring 2018, we paid each non-employee director an annual base cash fee of $60,000 for service as our director, except for membersdirector. Members of the Audit Committee who are paid an additional annual cash fee of $65,000.$5,000 in recognition of the additional meetings the Audit Committee holds. Additional cash fees are paid to the Lead Independent Director ($15,000)20,000), the Chair of the Audit Committee ($15,000)20,000), the Chair of the Compensation Committee ($10,000)15,000), the Chair of the Corporate Governance and Nominating Committee ($10,000), Chair of the Finance Committee ($10,000), Chair of the Science and Technology Committee ($10,000), and the Chair of the Strategic Planning and Capital Allocation Committee ($10,000)15,000), for their added responsibilities. No additional fees are paid for attending meetings of the Board or any Committeecommittee of the Board. We reimburse expenses incurred by directors in attending meetings of the Board of Directors meetings and committee meetings.of its respective committees.

        The Board believes there is 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, (1) all equity awards granted to non-employee directors are in the form of RSUs, (2) directors are permitted to elect in advance to receive their annual cash fees in the form of equivalent value RSUs, and (3) we have established 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.

        The current non-employee director equity compensation policy established by the Corporate Governance and Nominating Committee is to awardfor each unaffiliated non-employee director is (1) stock options and restricted stock or RSUs having an intended value of approximately $275,000$215,000 (utilizing Black-Scholes pricing models) 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) stock options and restricted stock or RSUs having an intended value of approximately $185,000$215,000 on an annual basis following our annual meeting of shareholders. Consistent with the long-term incentiveUnder our 2018 Incentive Plan, in a single year, no non-employee director may receive equity awards to our employees, the targeted awardwith a grant date fair value has been traditionally issuedthat, when combined with any cash or other compensation granted in the formsame year, exceeds an aggregate amount of a blend$800,000 (excluding the aggregate grant date fair value of stock options and restricted stock awards/units (in the same proportions as issuedany initial award made 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 basedsuch non-employee director 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 restricted stock granted to non-employee directors in 2015 expire five years after grant and vest upon the earlier of (1) the first anniversary of the date of granthis or (2) the business day priorher initial election or appointment to the Company's next annual meeting of stockholders after the date of grant of the option or restricted share.Board, which will not exceed $600,000).

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 ourthe Corporate Governance Guidelines,Guidelines: each director who has served on the Board for at least three years is required to own a minimum number of 5,000 shares of ourCompany stock (excluding stock options, stock subject to a 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, 2016,22, 2019, 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, 2016,22, 2019, there were 47,101,22148,742,906 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, 201529, 2018, 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 2011,2017, 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 20152018 compensation of our named executives as disclosed in this Proxy Statement.

        We had a veryanother strong fiscal year 2015. Demand2018. The demand for outsourced services increased, as did demand forour products and services to supportincreased meaningfully because our clients' manufacturing activities. Our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and to access capabilities that they do not maintain internally. Many of our large biopharmaceutical clients have refocusedcontinued to increase investments in their efforts on drug discovery and early-stage development after a period of greater emphasis on delivering late-stage programsefforts and have strengthened their relationships with both contract research organizations (CROs), like Charles River, and biotechnology companies to bringassist them in bringing new drugs to market. In addition, small and mid-size biotechnologybiopharmaceutical clients benefited from the continued strength in the biotechnology funding environment in fiscal year 2018, including from the capital markets, partnering with large biopharmaceutical companies, and investment by venture capital. Academia has also benefited from partnering activities,Our full service, early-stage portfolio continued to lead to additional client discussions and new business opportunities in fiscal year 2018, as large biopharmaceutical companies have increasingly utilized academic researchclients seek to broaden the scopeoutsource larger portions of their early-stage drug discovery activities.

research programs to us. The primary result of these trends was improvedrobust demand for our discovery and safety assessment services in 2015,fiscal year 2018, particularly from biotechnology clients. This improvement ledAs a result, our Safety Assessment facilities remained well-utilized in fiscal year 2018. In order to accommodate increasing client demand, we continued to open modest amounts of capacity continuingat legacy sites, and gained additional capacity through the acquisition of MPI Research in April 2018. Price also increased in fiscal year 2018. We believe our scientific expertise, quality, and responsiveness remain key criteria when our clients make the decision to filloutsource to us.

        As our clients continue to pursue their goal of more efficient and effective drug research, they are evaluating outsourcing new areas of their research programs, such as discovery services. We have enhanced our Discovery Services capabilities over the past five years to enable us to work with clients at the earliest stages of the discovery process. In fiscal year 2018, demand in our safety assessment facilitiesDiscovery Services business also increased meaningfully, driven by biotechnology clients as many of these clients either initiated or continued to work with us on integrated programs and other projects. Our efforts to enhance our sales strategies and become a trusted scientific partner for our clients' early-stage programs have been successful, and enabled us to attract new clients for our early discovery services, including a growing base of biotechnology clients. Demand from large biopharmaceutical companies also increased. These clients continue to have significant internal discovery capabilities, on which were open during 2015,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 processes. Demand for ourin which utilization approached optimal levels.vivo discovery services continued to increase in fiscal year 2018, and we acquired KWS BioTest in January 2018 to enhance our discovery expertise and provide immuno-oncology capabilities to our clients.

        Demand for our products and services that support our clients' manufacturing activities was also robust in 2015.fiscal year 2018. 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. To support this increased demand, we continue to expand the capacity of our Biologics business.

Demand for our Microbial Solutions (formerly EndotoxinResearch Models and Microbial Detection, or EMD) products and services also remainedServices (RMS) increased in fiscal year 2018, driven by strong as we addressed manufacturers' requirements for a comprehensive rapid microbial testing solution. To further enhance our rapid testing portfolio, we acquired Celsis in 2015 to expand in the non-sterile quality control testing market.

        Our clients' intensified focus on the earliest stages of their pipelines has been visible in increasing demand for discoveryresearch models in China, higher revenue for research model services, and the willingness to outsource new areas of their research programs. To address these emerging needs and move further upstream in the drug research and development continuum, we have significantly enhanced our Discovery Services capabilities over the past two years to enable us to work with clients at the earliest stages of the discovery process. We acquired the Discovery Services businesses of Argenta, BioFocus, ChanTest, and VivoPath in 2014, and Oncotest in 2015.

improved pricing. Demand for research models in China continued to stabilizebe robust in 2015, fiscal year 2018, as clients in this growing market continue to value our high-quality research models and we expanded our geographic footprint there. Demand for research models services also improved in fiscal year 2018,

particularly for our Insourcing Solutions (IS) and Genetically Engineered Models and Services (GEMS) businesses. The IS business further benefited from being awarded a five-year, $95.7 million contract from the National Institute of Allergy and Infectious Diseases (NIAID), which commenced in North AmericaSeptember 2018. The continued effect of the consolidation of internal infrastructure within our large biopharmaceutical clients and Europe. Clients'a longer-term trend towards more efficient use of research models has led to reduced demand for research models outside of China. We are confident that research models and services will remain essential tools for our clients' drug discovery and early-stage development efforts, and the RMS business will continue to consolidate infrastructure and seek greater pipeline productivity have begun to moderate as these initiatives generate the desired benefits.be an important source of cash flow generation for us.

        We believe the strong results in 20152018 were, in part, derived from our focus on our key initiatives of:

•

enhancing our ability to support our clients in today's challengingcomplex 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 20152018 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 expandedcontinued to invest in our project management office (PMO)staff, capacity, and systems to accommodate robust client demand in order2018. From strategic hiring and employee engagement initiatives, to strengthenthe expansion of our abilitycapacity and scientific capabilities, we have made essential investments that we believe will enable us to identify and manage initiatives that contribute toforge stronger relationships with 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 Executive Committee, at which projects are prioritized.clients.



•

We made three acquisitionsadopted a new operating model in 2018 that expedites our decision-making processes by more closely aligning critical support functions with the operations they support. As we continue to grow, we must ensure that our businesses can be flexibly scaled to respond to the rapidly evolving market environment, and that we enhance the speed and responsiveness of various sizesour interactions, both internally and in different business segments:



•

In May 2015, we acquired Sunrise Farms, Inc. (Sunrise), a New York based producer of specific-pathogen-free fertile chicken eggs and chickens used in the manufacture of live viruses.with clients.



•

In July 2015, we acquired Celsis Group Limited (Celsis), a leading providerWe made key acquisition of rapid testing systems for nonsterile bacterial contamination for the biopharmaceuticalKWS BioTest and consumer products industries, located in Europe and the United States.



•

In November 2015, we acquired Oncotest GmbH (Oncotest), a German CRO providing discovery services for oncology, one of the largest therapeutic areas for biopharmaceutical research and development spending.



•

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.MPI Research.

        We believe these actions, together with others we made in 2016 and 2017 and from which we benefited more fully in 2018, significantly contributed to the 24.6%2.7% increase in our total shareholder return in 2018 (when the S&P 500 declined approximately 5.2% during 2015,the same period) and to the 8.7%80.7% increase in earnings per share from continuing operations and 14.4% increase in non-GAAP earnings per share from continuing operations in 2015.2018. For a detailed discussion of our 20152018 financial performance, the factors that we believe are influencing demand from our clients, and the actions we have taken during the past several 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, 2016.13, 2019.

        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. 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 20152018 as described in the "Compensation Discussion and Analysis" (CD&A) section beginning on page 4130 of this Proxy Statement, as well as the Summary Compensation Table and other related compensation tables and narratives found on pages 6252 through 6369 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 20152018 Annual Meeting of Shareholders (97.7%(96.1% of shares voted onin support of this matter; 98.2%96.4% excluding abstentions). We attribute this level of support to the significant actions we

implemented from 2012 through 2014,2017, including significant changes to our executive compensation program during that period, as noted below:

•

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



•

We shifted ourOur Executive Long-Term Equity Incentive Compensation Program for our officers (including each of our named executives) to be more directly performance based by restructuring awards made to those officers so that they were comprisedis performance-based and is composed 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.



•

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



•

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 thesethose 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 both the 2016 Incentive Plan approved by shareholders at the 2016 Annual Meeting, and the 2018 Incentive Plan approved by shareholders at the 2018 Annual Meeting, we included 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%% of the holderswho together hold more than a majority 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 thosethese 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 2015,2018, we have embraced the idea of continuing outreach with our shareholders, particularly for corporate governance and executive compensation and corporate governance issues. In the fall of 2015,2018, we reached out to our toplargest 25 shareholders (which included, to the best of our knowledge, shareholders holding nearly 65%more than 60% of our outstanding stock) and inquired whether they wantedit would be helpful to meet and/or speak with us to discuss our corporate governance and 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 compensationcorporate governance and governanceexecutive compensation 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, corporate governance profile, and changes to our executive compensation program, and corporate governance profile.program. 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. None of our shareholders advocated for any substantial changes to our executive compensation program.

        In addition to the shareholder outreach we conduct every fall and winter, on August 9, 2018 we hosted our Investor Day in New York City to share our long-term growth and value creation strategy and financial outlook. Throughout the rest of the year, we continued to engage with shareholders in additional one-on-one meetings to provide forums for them to share their feedback. This is part of our

ongoing efforts to connect with our shareholders and be responsive to their perspectives on important financial, strategic and governance matters.

        We urge shareholders to read the CD&A on pages 41-6030-50 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 20152018 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)SEC on February 12, 2016.13, 2019.

Advisory Vote and Board Recommendation

        We request shareholder approval of the 20152018 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 20162019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20152018 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—APPROVAL OF THE 2016 INCENTIVE PLAN
(INCLUDING SECTION 162(m) PERFORMANCE GOALS)

        The Board of Directors believes that the continued growth of the Company 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.

        On March 28, 2016, the Board of Directors 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 Plan (as amended, the 2007 Incentive 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 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 goals under which compensation may be paid be disclosed to, and approved by, shareholders. For purposes of Section 162(m) of the Code, the material terms of the performance goals are:

•

the individuals eligible to receive compensation (see "—Summary 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. If our shareholders do not approve the Plan, the compensation paid to our executive officers may not be entirely deductible under Section 162(m) of 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.

Summary of the Plan

        The following is a brief summary of the material terms of the Plan, as proposed. This summary is qualified 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 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 2,467,000 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. The Plan may be

amended by 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 422 of the Internal Revenue Code of 1986, as amended, (iii) eligibility for the performance-based exception under 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 Plan. Eligibility for incentive stock options is limited to those individuals whose employment status would qualify them for the tax treatment of Sections 421 and 422 of the Code. Participants are not required to provide consideration to the Company or its affiliates for the grant or extension of awards under the Plan, other than to provide services to the Company or its affiliates.

Non-Employee Director Limit

        The aggregate grant date fair value (determined as 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 Plan Benefits

        The granting of 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 the 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 that 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 exercise to receive cash or stock, as the Compensation Committee determines, equal to a function (determined by such factors as the Compensation Committee deems appropriate) of 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 awards 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 adoption 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 the 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 the Board of Directors and any new member of the Board of Directors whose election or nomination for election was approved by a vote of at least a majority of 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, 2015,29, 2018, 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, 2015:29, 2018:

        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 This 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 five 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 20152018 are: James C. Foster (Chief(Chairman, President and Chief Executive Officer and President)Officer), 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), Birgit Girshick (Corporate Executive Vice President, Discovery, Safety Assessment, Biologics and Avian), David P. Johst (Corporate Executive Vice President, Human Resources, General Counsel and Chief Administrative Officer), and Dr. Davide A. Molho (Corporate Executive Vice(former President and Chief Operating Officer). Dr. Molho separated from the Company effective as of August 2, 2018 at which time Mr. Foster was re-appointed as President Global RMS, Safety Assessment & Biologics).of the Company.

Executive Summary

        We believe that the design of our 20152018 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 fewabout seven years ago, these actions had an unfavorable impact on sales of our products and services, and on our financial performance, and this, in turn, was reflected in the compensation earned by our officers.

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

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

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in our Discovery and Safety Assessment segment, we enhanced our Safety Assessment and Discovery capacity by opening small amounts of new capacity at existing facilities in 2014 and 2015, andover the past several years, reopening our Charles River Massachusetts facility in the first quarter of 2016;2016, and expanding our global footprint and reinforcing our scientific leadership through the acquisitions of WIL Research in April 2016 and MPI Research in April 2018. Beginning in 2014, we also acquired several Discovery Services businesses (Argenta, BioFocus, ChanTest, VivoPath, Oncotest, Agilux, Brains On-Line and KWS BioTest) to enhance our early-stage drug research capabilities and enable us to work with clients at the earliest stages of the discovery process;



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we acquired Celsis Group Limited in July 2015 to further enhance our rapid testing portfolio by expanding in the non-sterile quality control testing market;Manufacturing Support segment:



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we acquired (1) 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;viruses, (2) Celsis Group Limited in July 2015 to further enhance our rapid microbial testing portfolio by expanding in the non-sterile quality control testing market, and (3) Blue Stream Laboratories, Inc., an analytical CRO supporting the development of complex biologics and biosimilars, in June 2016; and

        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%188.7% of the target, due to the fact that we generally outperformedour financial results exceeded all of the measures on which thehis annual cash bonus iswas based: goals tied to Non-GAAP EPS and revenue slightly exceeded expectations, return on invested capital was materially above our expectations, and free cash flow far exceeded expectations, operating income and EPS moderately exceeded expectations, and revenue was slightly above oursignificantly outperformed expectations. Our other named executives received annual cash bonus amounts ranging from 81.4% to 197.3%141%-192.5% of the target amount.

(For (For a detailed discussion of our 20152018 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, 2016.13, 2019.)

20152018 Advisory Vote on Executive Compensation

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 20152018 annual meeting of shareholders (97.7%(96.1% of shares voted in support onof this matter; 98.2%96.4% excluding abstentions). We attribute this level of support to our performance in 20142017 and the significant actions we implemented from 2012 through 2014,2017, 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, which continues today, 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 54-5845-46 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,RSUs, which vest over four years (except in limited circumstances when special awards are granted). Restricted stock/restricted stock unitsRSUs 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 thesethose 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