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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 18, 2022
___________________________________________

ARTIVION, INC.

(Exact name of registrant as specified in its charter)
___________________________________________

Delaware

1-13165

59-2417093

(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 class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.01 par value

AORT

NYSE

___________________________________________

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 5.07Submission of Matters to a Vote of Security Holders

At Artivion, Inc.’s (the “Company” or “Artivion”) 2022 Annual Meeting of Stockholders held on May 18, 2022 (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) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022, and (iii) approved the Artivion Amended and Restated Employee Stock Purchase Plan (the “A&R ESPP”). The A&R ESPP 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

Name

Votes For

Votes Withheld

Broker Non-Votes

Thomas F. Ackerman

28,494,874

859,971

4,469,944

Daniel J. Bevevino

28,450,297

904,548

4,469,944

Marna P. Borgstrom

29,251,712

103,133

4,469,944

James W. Bullock

28,351,080

1,003,765

4,469,944

Jeffrey H. Burbank

26,570,787

2,784,058

4,469,944

J. Patrick Mackin

28,885,536

469,309

4,469,944

Jon W. Salveson

28,285,905

1,068,940

4,469,944

Anthony B. Semedo

29,252,188

102,657

4,469,944

(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

28,062,876

1,133,526

158,443

4,469,944

(iii)Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022

Votes For

Votes Against

Votes Abstain

33,489,060

333,088

2,641

(iv)Approval of the Artivion Amended and Restated Employee Stock Purchase Plan

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

29,262,833

83,501

8,511

4,469,944

Item 9.01(d)

Exhibits

 

(d)

Exhibits.

Exhibit Number

Description

10.1

Artivion, Inc. Amended and Restated Employee Stock Purchase Plan

104

Cover 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 20, 2022

ARTIVION, INC.

By:

/s/ D. Ashley Lee

Name:

D. Ashley Lee

Title:

Executive Vice President and

Chief Financial Officer

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