Artivion, Inc. Seeks Shareholder Vote Approval

TL;DR

ARTIVION is asking shareholders to vote on stuff, filing today.

AI Summary

On May 14, 2024, Artivion, Inc. filed an 8-K report detailing the submission of matters to a vote of its security holders. The filing indicates that the company is seeking shareholder approval for certain proposals, though the specific details of these proposals are not elaborated upon in this summary document. The report was filed on May 16, 2024.

Why It Matters

Shareholder votes are crucial for corporate governance, as they allow investors to influence significant company decisions and ensure management accountability.

Risk Assessment

Risk Level: low — This filing is procedural and relates to corporate governance, not a significant financial event.

Key Players & Entities

• ARTIVION, INC. (company) — Registrant
• May 14, 2024 (date) — Earliest event reported
• May 16, 2024 (date) — Filing date
• 1655 Roberts Boulevard, N.W., Kennesaw, Georgia 30144 (address) — Principal executive office

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value AORT NYSE Indicate by check

Filing Documents

• aort-20240514.htm (8-K) — 49KB
• form8-kxex31.htm (EX-3.1) — 37KB
• signature1a.jpg (GRAPHIC) — 53KB
• 0000784199-24-000181.txt ( ) — 287KB
• aort-20240514.xsd (EX-101.SCH) — 2KB
• aort-20240514_lab.xml (EX-101.LAB) — 22KB
• aort-20240514_pre.xml (EX-101.PRE) — 13KB
• aort-20240514_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As further described below in Item 5.07 of this Current Report on Form 8-K, at Artivion, Inc.'s (the "Company" or "Artivion") 2024 Annual Meeting of Stockholders held on May 14, 2024 (the "Annual Meeting"), the Company's stockholders approved the amendment and restatement of Artivion's Certificate of Incorporation, as amended, to allow for officer exculpation as provided for under Delaware law (the "Amended and Restated Certificate of Incorporation"). The Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware with an effective date of May 15, 2024. A description of the Amended and Restated Certificate of Incorporation is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2024 (the "Proxy Statement") in the section entitled "Proposal Four – Approval of the Amendment and Restatement of Artivion's Certificate of Incorporation to Allow for Officer Exculpation as Provided for Under Delaware Law." The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders At the Annual Meeting, the Company's stockholders elected each individual that was nominated for election as director of the Company to serve until the next annual meeting or until their successors are elected and qualified. The stockholders also (i) approved, by non-binding vote, the compensation paid to Artivion's named executive officers, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, (ii) ratified the preliminary selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024, and (iii) approved the Amended and Restated Certificate of Incorporation to allow for officer exculpation as provided for under Delaware law. The final results of the voting on each matter of business at the Annual Meeting are as follows: (i) Election of Directors Name Votes For Votes Withheld Broker Non-Votes Thomas F. Ackerman 32,376,633 474,844 4,121,060 Daniel J. Bevevino 32,307,634 543,843 4,121,060 Marna P. Borgstrom 32,222,514 628,963 4,121,060 James W. Bullock 32,759,408 92,069 4,121,060 Jeffrey H. Burbank 27,413,096 5,438,381 4,121,060 Elizabeth A. Hoff 32,222,137 629,340 4,121,060 J. Patrick Mackin 32,526,399 325,078 4,121,060 Jon W. Salveson 32,254,634 596,843 4,121,060 Anthony B. Semedo 32,759,935 91,542 4,121,060 (ii) Approval, by non-binding vote, of the compensation paid to Artivion's named executive officers, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion Votes For Votes Against Votes Abstain Broker Non-Votes 31,886,469 807,171 157,837 4,121,060 -2- (iii) Ratification of the preliminary selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024 Votes For Votes Against Votes Abstain 36,785,277 64,594 122,666 (iv) Approva

01(d) Exhibits

Item 9.01(d) Exhibits (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Artivion, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). -3-

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 16, 2024 ARTIVION, INC. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Chief Financial Officer and Executive Vice President, Finance -4-

View Full Filing

View this 8-K filing on SEC EDGAR