Artivion stockholders approve officer exculpation charter amendment at 2024 annual meeting

ARTIVION, INC.

Stockholders approved amendment to certificate of incorporation allowing officer exculpation under Delaware law; effective May 15, 2024.
All nine director nominees elected; non-binding say-on-pay and auditor ratification also approved.
Officer exculpation vote: 30,848,088 For, 1,866,048 Against, 4,121,060 broker non-votes.
Ernst & Young LLP ratified as independent auditor for fiscal year ending December 31, 2024.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ARTIVION, INC.: Amended and restated certificate of incorporation to allow for officer exculpation under Delaware law (effective 2024-05-15).

Change: charter amendment
Effective: 2024-05-15

Exact text from the filing

the Company’s stockholders approved the amendment and restatement of Artivion’s Certificate of Incorporation, as amended, to allow for officer exculpation as provided for under Delaware law (the “Amended and Restated Certificate of Incorporation”). The Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware with an effective date of May 15, 2024.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ARTIVION, INC. shareholders approved Election of Directors at the 2024-05-14 meeting.

Proposal: director election
Outcome: passed
Meeting: 2024-05-14

Exact text from the filing

Name Votes For Votes Withheld Broker Non-Votes Thomas F. Ackerman 32,376,633 474,844 4,121,060 Daniel J. Bevevino 32,307,634 543,843 4,121,060 Marna P. Borgstrom 32,222,514 628,963 4,121,060 James W. Bullock 32,759,408 92,069 4,121,060 Jeffrey H. Burbank 27,413,096 5,438,381 4,121,060 Elizabeth A. Hoff 32,222,137 629,340 4,121,060 J. Patrick Mackin 32,526,399 325,078 4,121,060 Jon W. Salveson 32,254,634 596,843 4,121,060 Anthony B. Semedo 32,759,935 91,542 4,121,060

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ARTIVION, INC. shareholders approved Ratification of the preliminary selection of Ernst & Young LLP as independent registered public accounting firm at the 2024-05-14 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2024-05-14

Exact text from the filing

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, 2024 Votes For Votes Against Votes Abstain 36,785,277 64,594 122,666

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ARTIVION, INC. shareholders approved Approval of the amendment and restatement of Artivion's Certificate of Incorporation to allow for officer exculpation at the 2024-05-14 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2024-05-14

Exact text from the filing

Approval of the amendment and restatement of Artivion’s Certificate of Incorporation to allow for officer exculpation as provided for under Delaware law Votes For Votes Against Votes Abstain Broker Non-Votes 30,848,088 1,866,048 137,341 4,121,060

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

ARTIVION, INC. shareholders approved Approval, by non-binding vote, of the compensation paid to Artivion's named executive officers at the 2024-05-14 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2024-05-14

Exact text from the filing

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 31,886,469 807,171 157,837 4,121,060

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ARTIVION, INC. filing history →

Source: SEC EDGAR

accession 0000784199-24-000181

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