On May 15, 2024, the Board of Directors (the “Board”) of Artivion, Inc. (the “Company”) approved amending and restating the Company’s amended and restated bylaws (the “Amended & Restated Bylaws”), effective immediately upon approval by the Board. Among other things, the amendments update, narrow, and remove certain procedures and disclosure requirements relating to advance notice requirements applicable to stockholder-submitted nominations and other business proposals (the “Advance Notice Bylaw”) and make other updates in line with the Delaware General Corporation Law (“DGCL”).

These amendments include, among other things, (i) clarifying that the requirement that a stockholder’s notice required by the Advance Notice Bylaw must disclose the name and address of any entity or person known to be supporting a stockholder nomination is limited to financial support of such nomination; (ii) removing the requirement that a stockholder’s notice required by the Advance Notice Bylaw disclose any performance-related fees based on any increase or decrease in the value of the shares or derivative instruments of the Company to which a stockholder or Stockholder Associated Person (as defined in the Amended & Restated Bylaws) is entitled; (iii) removing the requirement that a stockholder’s notice required by the Advance Notice Bylaw disclose any direct or indirect interest in any contract with the Company’s affiliates or principal competitors or in any litigation or regulatory proceeding involving any affiliate of the Company; (iv) removing a word limit requirement for the text of any business proposals included in a stockholder’s notice required by the Advance Notice Bylaw; (v) removing any requirement to disclose information with respect to “others acting in concert” in a stockholder’s notice required by the Advance Notice Bylaw; (vi) removing the requirement that any stockholder-nominee under the Advance Notice Bylaw submit to an interview; (vii) modifying the definition of “Stockholder Associated Person” in the Advance Notice Bylaw to remove persons or entities acting in concert with the stockholder and to include only the beneficial owner on whose behalf the nomination or proposal is made; (viii) providing that the members of a board committee may appoint another member of the Board to the committee in the absence or disqualification of a committee member in accordance with Section 141(c) of the DGCL; (ix) updating requirements regarding Board consent effectiveness in accordance with Section 141(f) of the DGCL; (x) clarifying that indemnification of expenses does not include settlement payments when the actions are by or in the right of the corporation in accordance with Section 145(b) of the DGCL; and (xi) making a number of other ministerial, clarifying, and conforming changes.