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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
FORM 8-K
___________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2023
___________________________________________
ARTIVION, INC.
(Exact name of registrant as specified in its charter)
___________________________________________
Delaware1-1316559-2417093
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)
(IRS Employer
Identification No.)
1655 Roberts Boulevard, N.W., Kennesaw, Georgia 30144
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 419-3355
___________________________________________________________________________________
(Former name or former address, if changed since last report)
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, $0.01 par valueAORTNYSE
___________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders

At Artivion, Inc.’s (the “Company” or “Artivion”) 2023 Annual Meeting of Stockholders held on May 16, 2023 (the “Annual Meeting”), Artivion’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) approved, by non-binding vote, one-year frequency for stockholder advisory votes on the compensation paid to Artivion’s named executive officers, (iii) ratified the preliminary selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023, and (iv) approved additional funding of 3,040,000 shares for the Artivion, Inc. 2020 Equity and Cash Incentive Plan (the “Artivion ECIP”). The Artivion ECIP is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The final results of the voting on each matter of business at the Annual Meeting are as follows:

(i) Election of Directors

NameVotes ForVotes WithheldBroker Non-Votes
Thomas F. Ackerman30,738,8491,051,0523,436,309
Daniel J. Bevevino30,895,401894,5003,436,309
Marna P. Borgstrom31,442,553347,3483,436,309
James W. Bullock31,573,959215,9423,436,309
Jeffrey H. Burbank26,113,0515,676,8503,436,309
Elizabeth A. Hoff31,680,711109,1903,436,309
J. Patrick Mackin31,435,076354,8253,436,309
Jon W. Salveson31,073,463716,4383,436,309
Anthony B. Semedo31,570,252219,6493,436,309

(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 ForVotes AgainstVotes AbstainBroker Non-Votes
27,174,7374,460,348154,8163,436,309

(iii) Approval, by non-binding vote, of one-year frequency for stockholder advisory votes on the compensation paid to Artivion’s named executive officers

1 Year2 Year3 YearAbstainBroker Non-Votes
30,517,59730,7361,092,618148,9503,436,309

(iv) 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, 2023

Votes ForVotes AgainstVotes Abstain
35,117,916104,8253,469

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(v) Approval of additional funding of 3,040,000 shares for the Artivion, Inc. 2020 Equity and Cash Incentive Plan

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
30,752,663886,740150,4983,436,309
Item 9.01(d)    Exhibits
(d)Exhibits.
Exhibit NumberDescription
Artivion, Inc. 2020 Equity and Cash Incentive Plan.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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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 19, 2023
ARTIVION, INC.
By:/s/ D. Ashley Lee
Name:D. Ashley Lee
Title:
Executive Vice President and
Chief Financial Officer
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