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ARTIVION INC

For the period ended May 14, 2024. Filed Apr 1, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2024 · Filed Apr 1, 2024

Use the contents to explore the available documents and sections.

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**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 theappropriate 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)

N/A

(Name of Person(s) Filing Proxy Statement, if other than****the Registrant)

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

☒Nofee 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.

​

Notice of Annual MeetingandProxy Statement

2024 Annual Meeting of StockholdersMay 14, 2024

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ARTIVION, INC. | 2024 Proxy Statement​​

**NOTICE OF ANNUAL****MEETING

AND

PROXY STATEMENT

April 1, 2024

To Our Stockholders:

On behalf of the Board of Directors, we invite you to attend the Annual Meeting of Stockholders of Artivion, Inc. on May 14, 2024 at 9:00 a.m., ET. Given our successful use of the virtual-only format at our last four annual meetings, we have again adopted a virtual-only format for our Annual Meeting this year. The Annual Meeting will be accessible at the following website address: https://web.lumiconnect.com/295739807. After this year’s Annual Meeting, we intend to again evaluate the best method for holding our annual stockholder meetings going forward.

Please review this Notice of Annual Meeting and Proxy Statement, which describes the formal business to be transacted and procedures for voting on matters to be considered during the Annual Meeting.

YOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the virtual Annual Meeting, we request that you please take a few minutes and follow the instructions provided on the Notice or Proxy Card that you received by mail, and further described herein, to review the Proxy Statement and vote your shares via internet, telephone, or mail. You may, of course, choose to attend the Annual Meeting virtually and vote your shares online during the meeting. If you wish to participate in the meeting, you will need your control numberto join.

However you choose to participate, we encourage you to review this Proxy Statement and vote your shares.

Sincerely,

J. PATRICK MACKIN

Chairman, President, and Chief Executive Officer

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ARTIVION, INC. | 2024 Proxy Statement​​

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS****OF ARTIVION, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ARTIVION, INC. (the “Annual Meeting”) will be held on May 14, 2024 at 9:00 a.m., ET. As in the last four years, the Annual Meeting will be held as a virtual-only meeting. The Annual Meeting will be accessible at the following website address: https://web.lumiconnect.com/295739807, for thefollowing purposes:

  1. To elect as directors the nine nominees named in the attached Proxy Statement to serve until the next Annual Meeting of Stockholders or until their successors are duly qualified or until their earlier death, resignation, or removal.

  2. To approve, by non-binding vote, the compensation paid to Artivion’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, andnarrative discussion.

  3. To ratify the preliminary approval of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024.

  4. To approve the amendment and restatement of Artivion’s Certificate of Incorporation to allow for officer exculpation as provided for under Delaware law.

  5. To transact such other business as may be properly brought before the Annual Meeting or anyadjournments thereof.

Only record holders of Artivion’s common stock at the close of business on March 18, 2024 will be eligible to vote during the Annual Meeting. Artivion would like for you to attend the Annual Meeting. However, if there is any chance you may not be able to attend the Annual Meeting, please follow the instructions on the Notice or Proxy Card you received by mail to vote via internet, telephone, or mail.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held onMay 14, 2024. Pursuant to the rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials, including the Annual Meeting notice, Proxy Statement, and our 2023 Annual Report to Stockholders, both via internet athttp://www.astproxyportal.com/ast/01609 and by providing the means whereby you can request a paper copy of proxy materials to be sent via U.S. mail.

By Order of the Boardof Directors:

JEAN F. HOLLOWAY

General Counsel and Corporate Secretary

Date: April 1, 2024

An electronic copy of Artivion’s 2023 Annual Report to Stockholders, which includes Artivion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and which contains financial statements, is available via the proxy information website provided on your proxy Notice or Proxy Card.

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ARTIVION, INC. | 2024 Proxy Statement​​

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION AND VOTING DURING THEANNUAL MEETING3
PROPOSAL ONE – ELECTION OF DIRECTORS9
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS13
PROCEDURES FOR STOCKHOLDERS WHO WISH TO SUBMIT RECOMMENDATIONS TO THEBOARD OF DIRECTORS18
ARTIVION’S CODE OF CONDUCT18
CORPORATE RESPONSIBILITY19
POLICIES AND PROCEDURES FOR REVIEW, APPROVAL, OR RATIFICATION OF TRANSACTIONSWITH RELATED PARTIES19
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION20
COMMUNICATION WITH THE BOARD OF DIRECTORS AND ITS COMMITTEES20
AVAILABILITY OF CORPORATE GOVERNANCE DOCUMENTS20
DIRECTOR COMPENSATION21
REPORT OF THE AUDIT COMMITTEE23
PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION25
COMPENSATION DISCUSSION AND ANALYSIS26
REPORT OF THE COMPENSATION COMMITTEE45
EXECUTIVE OFFICER COMPENSATION46
CERTAIN BENEFICIAL OWNERSHIP72
PROPOSAL THREE – RATIFICATION OF THE PRELIMINARY APPROVAL OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM74
PROPOSAL FOUR – APPROVAL OF THE AMENDMENT AND RESTATEMENT OF ARTIVION’S CERTIFICATE OF INCORPORATION TO ALLOW FOR OFFICER EXCULPATION AS PROVIDED FOR UNDER DELAWARE LAW76
HOUSEHOLDING77
TRANSACTION OF OTHER BUSINESS77
WHERE YOU CAN FIND ADDITIONAL INFORMATION77
APPENDIX A – NON-GAAP FINANCIAL MEASURE INFORMATION AND RECONCILIATIONA-1
APPENDIX B – PROPOSED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARTIVION, INC.B-1

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ARTIVION, INC. | 2024 Proxy Statement3​

**PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished to our stockholders as of the close of business on March 18, 2024, the record date, for the solicitation of proxies by the Board of Directors of Artivion, Inc. (“Artivion,” the “Company,” “we,” “our,” or “us”) for the Annual Meeting of Stockholders of Artivion (the “Annual Meeting”) to be held on May 14, 2024 at 9:00 a.m., ET. The Annual Meeting will only be held virtually at the following web address: https://web.lumiconnect.com/295739807. The voting of shares will not affect a stockholder’s right to attend the Annual Meeting. A signed paper proxy may be changed by sending in a timely, but later dated, signed paper proxy. Any stockholder sending in or completing a proxy may also revoke it at any time before it is exercised by giving timely notice to Jean F. Holloway, General Counsel and Corporate Secretary, Artivion, Inc., 1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144, (770) 419-3355. Artivion is providing notice of the Annual Meeting and access to the Proxy Statement and Annual Report via the “Notice and Access” method.

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