UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment
No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

ARTIVION, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

ANNUAL MEETING OF STOCKHOLDERS OFINTERNET -Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EDT the day before the meeting. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. VIRTUALLYATTHE MEETING -The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit https://web.lumiconnect.com/295739807 (password: artivion2024) and be sure to have your control number available. GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.COMPANY NUMBER ACCOUNT NUMBERNOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/01609Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20930303000000000000 1 051424THE PROXIES SHALL VOTE AS SPECIFIED ABOVE, OR IF NO DIRECTION IS MADE, THIS INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” PROXYWILLBE VOTED FOR EACH OF THE LISTED NOMINEES, FORAPPROVALOF THE and fill in the circle next to each nominee you wish to withhold, as shown here: COMPENSATION PAID TOARTIVION'S NAMED EXECUTIVE OFFICERS, IN FAVOR OF THE RATIFICATION OF ERNST & YOUNG LLP, AND FOR APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARTIVION. SHOULD A NOMINEE BE UNABLE TO SERVE, THIS PROXY MAY BE VOTED FOR A SUBSTITUTE SELECTED BY THE BOARD OF DIRECTORS. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted viathis method. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

 
 

 

 

Important Notice of Availability of Proxy Materials for the Stockholder Meeting ofTo Be Held On: May 14, 2024 at 9:00 a.m. EDT Meeting live via the Internet – please visit https://web.lumiconnect.com/295739807 (password: artivion2024) COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBERThis communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before May 2, 2024. Please visit http://www.astproxyportal.com/ast/01609, where the following materials are available for view: • NoticeofAnnualMeetingofStockholders• ProxyStatement• FormofElectronicProxyCard • AnnualReportonForm10-KTO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers) E-MAIL: help@equiniti.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.comupuntil11:59PMEDTthedaybeforethemeetingdate. VIRTUALLY AT THE MEETING: ThecompanywillbehostingthemeetingliveviatheInternetthisyear. To attend the meeting via the Internet, please visit https://web.lumiconnect.com/295739807(password: artivion2024)andbesuretohaveyourcontrolnumberavailable. TELEPHONE: Tovotebytelephone,pleasevisitwww.voteproxy.com toviewthematerialsandtoobtain thetollfreenumbertocall. MAIL: Youmayrequestacardbyfollowingtheinstructionsabove. 1.ELECTIONOFDIRECTORS NOMINEES:ThomasF.Ackerman DanielJ.Bevevino MarnaP.Borgstrom JamesW.Bullock JeffreyH.Burbank ElizabethA.Hoff J.PatrickMackin JonW.Salveson AnthonyB.Semedo 2. To approve, by non-binding vote, the compensation paid to Artivion's Named Executive Officers, as disclosedpursuant to Item402ofRegulationS-K,includingtheCompensation DiscussionandAnalysis,compensationtables,andnarrativediscussion.3. ToratifythepreliminaryapprovalofErnst&YoungLLPastheindependentregisteredpublic accountingfirmforthecompanyforthefiscalyearendingDecember31,2024.4. ToapprovetheamendmentandrestatementofArtivion’sCertificateofIncorporationtoallow forofficerexculpationasprovidedforunderDelawarelaw.5. Intheirdiscretion,uponsuchothermattersasmayproperlycomebeforethemeeting.Please note that you cannot use this notice to vote by mail.