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Artivion (AORT) shareholders approve directors, executive pay and Ernst & Young for 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Artivion, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected all nine nominated directors, with support levels generally above 34 million votes for each nominee and broker non-votes of 5,607,747 on each director item.

Stockholders also approved, by a non-binding advisory vote, the compensation of Artivion’s named executive officers, with 36,876,134 votes for, 2,291,059 against and 151,868 abstentions, alongside 5,607,747 broker non-votes. In addition, stockholders ratified the preliminary selection of Ernst & Young LLP as Artivion’s independent registered public accounting firm for the year ending December 31, 2026, with 44,294,062 votes for, 625,438 against and 7,308 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual Meeting date May 12, 2026 Date of 2026 Annual Meeting of Stockholders
Highest director votes for 39,241,704 votes Votes for director nominee Anthony B. Semedo
Director broker non-votes 5,607,747 votes Broker non-votes on each director election item
Say-on-pay votes for 36,876,134 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 2,291,059 votes Opposition to executive compensation resolution
Auditor ratification votes for 44,294,062 votes Ratification of Ernst & Young LLP for year ending December 31, 2026
Auditor ratification votes against 625,438 votes Votes against Ernst & Young LLP ratification
non-binding vote regulatory
"approved, by non-binding vote, the compensation paid to Artivion’s named executive officers"
broker non-votes regulatory
"Votes For | Votes Against | Votes Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ernst & Young LLP as the independent registered public accounting firm for the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Compensation Discussion and Analysis financial
"including the Compensation Discussion and Analysis, compensation tables, and narrative discussion"
Annual Meeting of Stockholders regulatory
"2026 Annual Meeting of Stockholders held on May 12, 2026"
Understanding 8-K Material Events →
0000784199FALSE00007841992026-05-122026-05-12

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 12, 2026
___________________________________________
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
___________________________________________________________________________________
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, $0.01 par valueAORTNYSE
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”) 2026 Annual Meeting of Stockholders held on May 12, 2026 (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, and (ii) ratified the preliminary selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026.

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
38,066,579
1,252,482
5,607,747
Daniel J. Bevevino
38,110,073
1,208,988
5,607,747
Marna P. Borgstrom
37,419,676
1,899,385
5,607,747
James W. Bullock
39,238,538
80,523
5,607,747
Jeffrey H. Burbank
34,250,202
5,068,859
5,607,747
Elizabeth A. Hoff
37,418,885
1,900,176
5,607,747
J. Patrick Mackin
38,215,070
1,103,991
5,607,747
Jon W. Salveson
37,312,804
2,006,257
5,607,747
Anthony B. Semedo
39,241,704
77,357
5,607,747

(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
36,876,134
2,291,059
151,868
5,607,747

(iii) 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, 2026
Votes For
Votes Against
Votes Abstain
44,294,062
625,438
7,308















-2-



Item 9.01(d) Exhibits
(d)Exhibits.
Exhibit NumberDescription
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
-3-

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 15, 2026
ARTIVION, INC.
By:/s/ Lance A. Berry
Name:Lance A. Berry
Title:Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
-4-

Source: View Original Filing on SEC EDGAR

FAQ

What did Artivion (AORT) shareholders decide at the 2026 annual meeting?

Artivion shareholders elected all nine director nominees, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. Each proposal received strong support based on the reported vote totals.

Were all Artivion (AORT) director nominees elected at the 2026 meeting?

Yes, all nine Artivion director nominees were elected. Each candidate received at least 34.2 million votes in favor, with additional broker non-votes reported on the director election items, confirming their election for the next term.

How did Artivion (AORT) shareholders vote on executive compensation in 2026?

Shareholders approved Artivion’s named executive officer compensation in a non-binding say-on-pay vote. The results were 36,876,134 votes for, 2,291,059 against, 151,868 abstentions and 5,607,747 broker non-votes, indicating overall support for the pay program.

Which audit firm did Artivion (AORT) shareholders ratify for 2026?

Artivion shareholders ratified the preliminary selection of Ernst & Young LLP as independent registered public accounting firm for 2026. The auditor ratification received 44,294,062 votes for, 625,438 against and 7,308 abstentions, indicating strong shareholder approval.

When was Artivion’s 2026 Annual Meeting of Stockholders held?

Artivion’s 2026 Annual Meeting of Stockholders took place on May 12, 2026. At this meeting, investors voted on director elections, an advisory say-on-pay resolution, and the ratification of Ernst & Young LLP as the company’s independent auditor for 2026.

Filing Exhibits & Attachments

3 documents

Other Documents