Adagio Medical Holdings, Inc.
For the period ended Jun 16, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Adagio Medical Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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26051 Merit Circle, Suite 102
Laguna Hills, CA, 92653
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 16, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”). The meeting will be held on Tuesday, June 16, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/ADGM2026. The meeting will be held for the following purposes:
| 1. | To elect the Board of Directors’ Class II nominees, Orly Mishan and Sean Salmon, to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal. |
| 2. | To ratify the appointment by the Audit Committee of the Board of Directors of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 3. | To conduct any other business properly brought before the meeting. |
These items of business are more fully described in the proxy statement accompanying these proxy materials.
The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on April 24, 2026 and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/ADGM2026 and entering the Control Number included in your proxy card, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 9:45 a.m. Pacific Time, on June 16, 2026.
Only stockholders of record at the close of business on April 24, 2026 and their proxy holders may vote at the meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held
on June 16, 2026 at 10:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/ADGM2026.
The proxy statement and annual report to stockholders are available at investors.adagiomedical.com and
www.proxyvote.com.
By Order of the Board of Directors.
/s/ Deborah Kaster
You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the enclosed proxy, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the
meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.