Artivion (AORT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, in a virtual-only format, with voting on key proposals including director elections, executive compensation, auditor ratification, and additional equity plan funding.

• Shareholders of record as of March 17, 2025, are eligible to vote; 42,689,303 shares outstanding.

• Board recommends voting FOR all proposals on the agenda.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory vote on executive compensation, ratification of Ernst & Young LLP as auditor, and approval of 3,570,000 additional shares for the 2020 Equity and Cash Incentive Plan.

• Shareholder proposals for the 2026 meeting must be received by December 2, 2025, for inclusion in the proxy statement.

• Board recommends FOR all director nominees and proposals.

Board of directors and corporate governance

• Board consists of nine nominees, eight of whom are independent; average tenure is 10.5 years, average age 65.1, with 22.2% female and 11.1% racial diversity.

• Board leadership includes a combined CEO/Chairman and an independent Lead Director.

• Four standing committees: Audit, Compensation, Corporate Governance, and Innovation and Healthcare Compliance.

• All committee members meet NYSE independence standards.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.