Adagio Medical (NASDAQ: ADGM) sets 2026 meeting date and April 30 proposal deadline

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. has scheduled its 2026 Annual Meeting of Stockholders for June 16, 2026. Stockholders of record at the close of business on April 24, 2026 will be entitled to receive notice of, and vote at, the meeting.

Stockholder proposals and director nominations must be received by the Company’s Secretary by April 30, 2026 to be considered, including proposals under Rule 14a-8 and notices required by the Company’s bylaws and the SEC’s universal proxy rules.

8-K Event Classification

Item 5.08 — Shareholder Director Nominations

1 item

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Key Figures

2026 Annual Meeting date: June 16, 2026 Record date: April 24, 2026 Proposal deadline (Rule 14a-8): April 30, 2026 +2 more

5 metrics

2026 Annual Meeting date June 16, 2026 Scheduled date of 2026 Annual Meeting of Stockholders

Record date April 24, 2026 Date stockholders must be on record to vote at 2026 meeting

Proposal deadline (Rule 14a-8) April 30, 2026 Latest date for stockholder proposals for inclusion in proxy materials

Bylaw notice deadline April 30, 2026 Deadline for stockholder director nominations or other business under bylaws

Universal proxy notice deadline April 30, 2026 Deadline to provide Rule 14a-19 notice for alternative director nominees

Key Terms

Rule 14a-8, amended and restated bylaws, universal proxy rules, Rule 14a-19

4 terms

Rule 14a-8 regulatory

"Stockholders who intend to present proposals for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

amended and restated bylaws regulatory

"Pursuant to the Company’s amended and restated bylaws (“Bylaws”), for stockholder director nominations or other proposals"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

universal proxy rules regulatory

"In addition to satisfying the foregoing requirements under the Bylaws, to comply with the SEC’s universal proxy rules"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-19 regulatory

"must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

Understanding 8-K Material Events →

04/20/2026 - 04:34 PM

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): April 20, 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 5.08 Shareholder Director Nominations.

Adagio Medical Holdings, Inc. (the “Company”) has set June 16, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The time and location of the 2026 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”). The record date for determining stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting will be the close of business on April 24, 2026.

Stockholders who intend to present proposals for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposals are delivered to or mailed and received by the Company’s Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102 Laguna Hills, CA, no later than April 30, 2026, which the Company has determined to be a reasonable time before it expects to begin to deliver and make available its proxy materials for the 2026 Annual Meeting, and must furthermore comply with all applicable requirements of Rule 14a-8.

Pursuant to the Company’s amended and restated bylaws (“Bylaws”), for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Company’s Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102 Laguna Hills, CA, no later than the 10th day following the day on which public announcement of the date of such meeting was first made. To be timely for the 2026 Annual Meeting, a stockholder’s notice must be delivered to or mailed and received by the Company’s Secretary at the Company’s principal executive offices not later than April 30, 2026, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2026 Annual Meeting. A stockholder’s notice to the Secretary must also set forth the information required by the Bylaws.

In addition to satisfying the foregoing requirements under the Bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 30, 2026.

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: April 20, 2026

	Adagio Medical Holdings, Inc.

	By:	/s/ Deborah Kaster
	Name:	Deborah Kaster
	Title:	Chief Financial Officer and Chief Business Officer

Source: View Original Filing on SEC EDGAR

FAQ

When is Adagio Medical Holdings (ADGM) holding its 2026 annual meeting?

Adagio Medical Holdings is holding its 2026 Annual Meeting of Stockholders on June 16, 2026. The specific time and location will be provided in the Company’s definitive proxy statement filed with the SEC ahead of the meeting date.

What is the record date for voting at Adagio Medical Holdings’ 2026 annual meeting?

The record date for Adagio Medical Holdings’ 2026 Annual Meeting is the close of business on April 24, 2026. Only stockholders of record on that date will be entitled to receive notice of, and vote at, the annual meeting.

What is the deadline to submit Rule 14a-8 proposals for ADGM’s 2026 annual meeting?

Stockholders seeking to include proposals in Adagio Medical Holdings’ proxy materials under Rule 14a-8 must ensure the Company’s Secretary receives them by April 30, 2026. Proposals must also comply with all applicable requirements of Rule 14a-8 under the Exchange Act.

What is the deadline for stockholder director nominations at ADGM’s 2026 annual meeting?

Under Adagio Medical Holdings’ amended and restated bylaws, notices of director nominations or other business for the 2026 Annual Meeting must be received by the Company’s Secretary by April 30, 2026, the tenth calendar day after public announcement of the meeting date.

How do universal proxy rules affect Adagio Medical Holdings’ 2026 director nominations?

Stockholders who plan to solicit proxies for director nominees other than Adagio Medical Holdings’ nominees must provide notice meeting Rule 14a-19 requirements by April 30, 2026. This is in addition to satisfying the Company’s bylaw notice provisions for director nominations.

Where should ADGM stockholders send proposals and nomination notices for the 2026 meeting?

Stockholder proposals and nomination notices must be delivered or mailed to the Company’s Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102, Laguna Hills, CA. They must arrive by April 30, 2026 to be considered timely for the 2026 meeting.

Filing Exhibits & Attachments

3 documents