CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Our Board believes that the 2018 Incentive Plan has contributed significantly to our success by enabling us to attract and retain the services of top-level talent. In connection with the design and adoption of the Plan, our Board and Compensation Committee carefully considered our anticipated future equity needs, our historical equity compensation practices (including our historical “burn rate” under the 2018 Incentive Plan) and the advice of the Compensation Committee’s independent compensation consultant. The Compensation Committee also took into consideration the increasingly competitive labor market in which we compete for talent. Our Board believes that the proposed share pool request represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities.

The following share usage information assumes that all performance-based awards will be earned at the target performance level. Actual shares issued may vary based on final performance outcomes.

As of the Record Date, under the 2018 Incentive Plan:

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Stock options covering 670,509 shares of our common stock, with a weighted average exercise price of $228.55 and a weighted average remaining term of 6.12 years, were outstanding;

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RSUs covering 709,061 shares of our common stock were outstanding;

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PSUs covering 336,640 shares of our common stock, assuming payout at target performance level, were outstanding; and

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A total of 8,948,598 shares were initially made available for grant under the 2018 Incentive Plan, as amended, which is the sole equity compensation plan under which the Company grants equity awards. Of this total amount, the number of shares remaining available for future grant under the 2018 Incentive Plan was 2,274,083 shares.

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