aort-202209260000784199FALSE00007841992022-09-262022-09-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 26, 2022
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ARTIVION, INC.
(Exact name of registrant as specified in its charter)
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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
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(Former name or former address, if changed since last report)
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | AORT | NYSE |
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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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 26, 2022, the Board of Directors (the “Board”) of Artivion, Inc., a Delaware corporation (the “Company”), increased the size of the Board to nine directors and appointed Elizabeth A. Hoff as a director and a member of the Compliance Committee of the Board, effective October 1, 2022.
Ms. Hoff has over 30 years of U.S. and international experience in the medical device industry. The Board appointed Ms. Hoff to serve as a director based on the entirety of her experience and skills, including her extensive leadership and business experience across public and private companies.
The Board has affirmatively determined that Ms. Hoff qualifies as an independent director under the categorical standards of the corporate governance rules of the New York Stock Exchange and as defined under applicable law.
In connection with her appointment to the Board, Ms. Hoff will receive the same equity and cash compensation for director service as the Company provides to other non-employee directors, which is disclosed in the Company’s definitive proxy statement filed April 4, 2022.
There are no transactions, or proposed transactions, to which the Company is or was a party and in which Ms. Hoff had a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Hoff’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01(d) Exhibits
(d)Exhibits.
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Exhibit Number | Description |
| Press Release dated September 29, 2022. |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Furnished herewith, not filed.
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: September 29, 2022
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| ARTIVION, INC. |
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| By: | /s/ D. Ashley Lee |
| Name: | D. Ashley Lee |
| Title: | Executive Vice President and Chief Financial Officer |
Document
FOR IMMEDIATE RELEASE
Contacts:
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Artivion | Gilmartin Group LLC |
D. Ashley Lee | Brian Johnston / Lynn Lewis |
Executive Vice President & | Phone: 332-895-3222 |
Chief Financial Officer | investors@artivion.com |
Phone: 770-419-3355 | |
Elizabeth Hoff Joins Artivion Board of Directors
ATLANTA, GA – (September 29, 2022) – Artivion, Inc. (NYSE: AORT), a leading cardiac and vascular surgery company focused on aortic disease, today announced the appointment of Elizabeth A. Hoff to its Board of Directors effective October 1, 2022.
“We are excited to welcome Elizabeth to our Board of Directors,” said Pat Mackin, Chairman, President, and Chief Executive Officer. “Elizabeth brings a wealth of knowledge in the medical device industry demonstrated by her tenure in the aortic space leading teams focused on the development and commercial launch of innovative healthcare technologies.”
Ms. Hoff stated, “I am honored to join Artivion during this transformative time in the company’s history as the team continues to make excellent progress on the company’s strategic growth initiatives and to solidify Artivion as a market leader in the treatment of aortic disease.”
Ms. Hoff has 30 years of experience in the medical device and diagnostics industries and in the commercialization of transformational technologies. Ms. Hoff has served in various senior leadership roles related to, or in, the medical device field, including serving as the Executive Director of Business Development and Strategy at DM Clinical Research and as Chief Executive Officer or as an executive at several medical device start-up companies. She founded Hoff Professional Services where she offered consulting and executive coaching services to medical device leaders. Earlier in her career, she gained in-depth global experience in the aortic space, first at Guidant, leading Guidant’s endovascular expansion in Europe, and then as a Business Unit Leader at W. L. Gore, launching and leading the endovascular AAA and thoracic stent graft programs. She gained further senior executive experience at Medtronic as General Manager, where she defined and drove a ten-fold expansion in Medtronic’s implantable cardiac diagnostic platform (now the LinQ product family). Hoff received her Bachelor of Arts in Managerial Studies and Psychology from Rice University.
About Artivion, Inc.
Headquartered in suburban Atlanta, Georgia, Artivion, Inc. is a medical device company focused on developing simple, elegant solutions that address cardiac and vascular surgeons’ most difficult challenges in treating patients with aortic diseases. Artivion’s four major groups of products include: aortic stent grafts, surgical sealants, On-X mechanical heart valves, and implantable cardiac and vascular human tissues. Artivion markets and sells products in more than 100 countries worldwide. For additional information about Artivion, visit our website, www.artivion.com.