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Adagio Medical (NASDAQ: ADGM) posts 2026 director and auditor vote outcomes

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

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 16, 2026. Stockholders representing 16,069,984 shares, or 72.35% of the 22,210,459 shares outstanding as of the record date, were present or represented by proxy.

Two director nominees were elected to serve until the 2029 annual meeting. Orly Mishan received 11,930,745 votes for and 1,396,139 withheld, with 2,743,100 broker non-votes. Sean Salmon received 13,322,425 votes for and 4,459 withheld, with 2,743,100 broker non-votes.

Stockholders also ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 16,055,195 votes for, 14,081 against, and 708 abstentions.

Positive

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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.
Shares outstanding record date 22,210,459 shares As of record date for 2026 annual meeting
Shares represented at meeting 16,069,984 shares Present or represented by proxy at 2026 annual meeting
Turnout percentage 72.35% Portion of outstanding shares represented at 2026 annual meeting
Votes for Orly Mishan 11,930,745 votes Director election at 2026 annual meeting
Votes for Sean Salmon 13,322,425 votes Director election at 2026 annual meeting
Votes for auditor ratification 16,055,195 votes Ratification of WithumSmith+Brown, PC for 2026
Votes against auditor ratification 14,081 votes Ratification of WithumSmith+Brown, PC for 2026
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Broker Non-Votes financial
"Broker Non-Votes | ------------------------------------------------------ Orly Mishan"
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
"WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year"
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.
emerging growth company regulatory
"Emerging growth company x Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
proxy statement financial
"described in more detail in the Company’s definitive proxy statement filed"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
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Understanding 8-K Material Events →
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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): June 16, 2026

 

ADAGIO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-42199 99-1151466
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

26051 Merit Circle, Suite 102

Laguna Hills, CA

   92653
(Address of principal executive offices)   (Zip Code)

 

(949) 348-1188 

(Registrant’s telephone number, including area code)

 

Not Applicable 

(Former name or former address, if changed since last report)

 

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:

 

¨ 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 class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company x

 

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.

 

On June 16, 2026, Adagio Medical Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). Of the 22,210,459 shares outstanding as of the record date, 16,069,984 shares, or 72.35%, were present or represented by proxy at the Annual Meeting. The final results for each of the matters submitted to the stockholders at the Annual Meeting are as follows:

 

Proposal No 1: Election of two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

   For   Withheld   Broker Non-Votes 
Orly Mishan   11,930,745    1,396,139    2,743,100 
Sean Salmon   13,322,425    4,459    2,743,100 

 

Both nominees were elected.

 

Proposal No 2: Ratification of the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes 
 16,055,195    14,081    708    — 

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 16, 2026

 

Adagio Medical Holdings, Inc.  
   
By: /s/ Deborah Kaster  
Name: Deborah Kaster  
Title: Chief Financial Officer and Chief Business Officer  

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at Adagio Medical Holdings (ADGM) 2026 annual meeting?

Shareholder turnout was 72.35% at the 2026 annual meeting. A total of 16,069,984 shares were present or represented by proxy out of 22,210,459 shares outstanding as of the record date.

Were Adagio Medical Holdings (ADGM) director nominees elected at the 2026 annual meeting?

Yes, both director nominees were elected at the 2026 annual meeting. Orly Mishan and Sean Salmon will serve until the 2029 annual meeting, receiving strong majority support in the shareholder vote.

How many votes did Adagio Medical director Orly Mishan receive at the 2026 meeting?

Orly Mishan received 11,930,745 votes for election and 1,396,139 votes withheld. There were also 2,743,100 broker non-votes recorded in connection with this director election proposal.

How many votes did Adagio Medical director Sean Salmon receive at the 2026 meeting?

Sean Salmon received 13,322,425 votes for election and 4,459 votes withheld. As with the other director nominee, there were 2,743,100 broker non-votes reported for this proposal.

Did Adagio Medical Holdings (ADGM) stockholders ratify the independent auditor for 2026?

Yes, stockholders ratified WithumSmith+Brown, PC as independent registered public accounting firm for 2026. The vote was 16,055,195 for, 14,081 against, and 708 abstentions, with no broker non-votes reported.

What proposals were considered at Adagio Medical Holdings (ADGM) 2026 annual meeting?

Stockholders voted on two proposals at the 2026 annual meeting. They elected two directors to serve until the 2029 annual meeting and ratified WithumSmith+Brown, PC as the independent registered public accounting firm for the 2026 fiscal year.

Filing Exhibits & Attachments

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