CHARLES RIVER LABORATORIES INTERNATIONAL INC
For the period ended Dec 30, 2023. Filed Feb 14, 2024.
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FY2023 · Filed Feb 14, 2024
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Item 15. Exhibits and Financial Statement Schedules
Item 15(a)(1) and (2) Financial Statements and Schedules
See "Index to Consolidated Financial Statements and Financial Statements Schedules" at Item 8 to this Annual Report on Form 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3) and Item 15(b) Exhibits
We have identified below each management contract and compensation plan filed as an exhibit to this Annual Report on Form 10-K.
| Form · Filing Date · Exhibit No. | |||||
|---|---|---|---|---|---|
| 3.1 | Second Amended and Restated Certificate of Incorporation of Charles River Laboratories International, Inc. dated June 5, 2000 | S-1/A | June 23, 2000 | 3.1 | |
| 3.2 | Sixth Amended and Restated By-Laws of Charles River Laboratories International, Inc. | 8-K | December 15, 2021 | 3.1 | |
| 4.1 | Form of Common Stock certificate, $0.01 par value, of Charles River Laboratories International, Inc. | S-1/A | June 23, 2000 | 4.1 | |
| 4.2 | Description of Securities | 10-K | February 11, 2020 | 4.2 | |
| 4.3 | Charles River Laboratories International, Inc. Form of Performance Share Unit granted under the 2018 Incentive Plan | 10-Q | August 5, 2020 | 10.3 | |
| 4.4 | Charles River Laboratories International, Inc. Indenture Agreement with MUFG Union Bank, N.A. as Trustee dated April 3, 2018 | 8-K | April 3, 2018 | 4.1 | |
| 4.5 | Charles River Laboratories International, Inc. Second Supplemental Indenture, dates as of October 23, 2019, to the Indenture dated as of April 3, 2018 | 8-K | October 23, 2019 | 4.1 | |
| 4.6 | Form of Note for 4.250% Senior Notes due 2028 | 8-K | October 23, 2019 | 4.2 | |
| 4.7 | Indenture, dated as of March 23, 2021, between Charles River International, Inc. and U.S. Bank National Association, as trustee | 8-K | March 23, 2021 | 4.1 | |
| 4.8 | First Supplemental Indenture, dated as of March 23, 2021, by and among the Charles River Laboratories International, Inc., the Guarantors and U.S. Bank National Association, as trustee | 8-K | March 23, 2021 | 4.2 | |
| 4.9 | Form of Note for 3.750% Senior Notes due 2029 (included with Exhibit 4.12) | 8-K | March 23, 2021 | 4.3 | |
| 4.10 | Form of Note for 4.000% Senior Notes due 2031 (included with Exhibit 4.12) | 8-K | March 23, 2021 | 4.4 | |
| 4.11 | Form of Senior Debt Indenture between Charles River Laboratories International, Inc. and U.S. Bank National Association | S-3 | May 4, 2021 | 4.1 | |
| 4.12 | Form of Subordinated Debt Indenture between Charles River Laboratories International, Inc. and U.S. Bank National Association | S-3 | May 4, 2021 | 4.2 | |
| 10.1* | Charles River Laboratories International, Inc. 2016 Incentive Plan | 10-Q | August 3, 2016 | 10.1 | |
| 10.2* | Charles River Laboratories International, Inc. Amended and Restated 2018 Incentive Plan, dated March 20, 2018, as amended November 21, 2023 | X | |||
| 10.3* | Charles River Laboratories International, Inc. Form of Stock Option granted under the 2016 Incentive Plan | 10-K | February 14, 2017 | 10.4 | |
| 10.4* | Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2016 Incentive Plan | 10-K | February 14, 2017 | 10.7 | |
| 10.5* | Charles River Laboratories International, Inc. Form of Non-Qualified Stock Option granted under the 2018 Incentive Plan | 10-Q | August 5, 2020 | 10.1 | |
| 10.6* | Charles River Laboratories International, Inc. Form of Restricted Stock Unit granted under the 2018 Incentive Plan | X | |||
| 10.7* | Charles River Corporate Officer Separation Plan dated April 30, 2010 | 10-Q | August 3, 2010 | 10.1 | |
| 10.8* | Form of Change in Control Agreement | 10-K | February 23, 2009 | 10.7 | |
| Form · Filing Date · Exhibit No. | |||||
|---|---|---|---|---|---|
| 10.9* | Charles River Laboratories International, Inc. Non-Employee Directors Deferral Plan dated April 5, 2016 | 10-Q | May 4, 2016 | 10.1 | |
| 10.10* | Charles River Laboratories, Inc. Executive Life Insurance/Supplemental Retirement Income Plan | 10-K | March 9, 2005 | 10.23 | |
| 10.11* | Amended and Restated Employment Agreement by and between James C. Foster and Charles River International, Inc., dated May 18, 2021 | 8-K | May 18, 2021 | 99.1 | |
| 10.12* | Executive Incentive Compensation Program effective January 1, 2021 | 10-Q | May 4, 2021 | 10.2 | |
| 10.13* | Charles River Laboratories amended and restated Deferred Compensation Plan, as amended | 10-Q | May 4, 2021 | 10.3 | |
| 10.14 | Ninth Amended and Restated Credit Agreement, dated as of April 21, 2021, among Charles River Laboratories International, Inc., the Subsidiary Borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto | 8-K | April 23, 2021 | 10.1 | |
| 10.15* | Charles River Laboratories International, Inc. Restricted Stock Unit Award, dated December 25, 2021 granted to Joseph W. LaPlume | 8-K | December 27, 2021 | 10.1 | |
| 10.16* | Charles River Laboratories International, Inc. Performance Share Unit Award, dated December 25, 2021 granted to Joseph W. LaPlume | 8-K | December 27, 2021 | 10.2 | |
| 10.17*† | Employment Offer Letter between Charles River Laboratories, Inc. and Flavia Pease, dated as of March 4, 2022 | 10-Q | May 4, 2022 | 10.1 | |
| 19 | Insider Trading Policy | X | |||
| 21.1 | Subsidiaries of Charles River Laboratories International, Inc. | X | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | X | |||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | X | |||
| 32.1 | Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer | X | |||
| 97 | Financial Statement Compensation Recoupment Policy | X | |||
| 101.INS | eXtensible Business Reporting Language (XBRL) Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * Management contract or compensatory plan, contract or arrangement. | |||||
| † Certain information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***] | |||||
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