Adagio Medical (NASDAQ: ADGM) reports director elections and auditor ratification

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. reported results from its 2025 Annual Meeting of Stockholders held on December 15, 2025. Of the 21,179,637 shares outstanding as of the record date, 13,862,436 shares, or 65.45%, were present or represented by proxy.

Stockholders elected Todd Usen and James L. Cox, M.D. as directors to serve until the 2028 annual meeting and until their successors are elected and qualified. They also approved the ratification of WithumSmith+Brown, PC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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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): December 15, 2025

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 December 15, 2025, Adagio Medical Holdings, Inc. (the “Company”) held its 2025 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 November 4, 2025 (the “Proxy Statement”). Of the 21,179,637 shares outstanding as of the record date, 13,862,436 shares, or 65.45%, 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 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

	For		Withheld		Broker Non-Votes
Todd Usen	12,915,589		19,972		926,875
James L. Cox, M.D.	11,610,366		1,325,195		926,875

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, 2025. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
13,407,336		352,547		102,553		—

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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: December 16, 2025

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

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FAQ

What was voted on at Adagio Medical (ADGM)'s 2025 Annual Meeting?

Stockholders voted on two proposals: the election of two directors, Todd Usen and James L. Cox, M.D., and the ratification of WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Were Adagio Medical (ADGM)'s director nominees elected at the 2025 Annual Meeting?

Yes. Both nominees, Todd Usen and James L. Cox, M.D., were elected to serve as directors until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified.

Did Adagio Medical (ADGM) ratify its independent auditor for 2025?

Yes. Stockholders ratified WithumSmith+Brown, PC as Adagio Medical’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 13,407,336 votes for, 352,547 against, and 102,553 abstentions.

What percentage of Adagio Medical (ADGM) shares were represented at the 2025 Annual Meeting?

Of the 21,179,637 shares outstanding as of the record date, 13,862,436 shares, or 65.45%, were present or represented by proxy at the 2025 Annual Meeting.

How did stockholders vote on Adagio Medical (ADGM) director nominee Todd Usen?

Todd Usen received 12,915,589 votes for, with 19,972 votes withheld and 926,875 broker non-votes, and was elected as a director.

How did stockholders vote on Adagio Medical (ADGM) director nominee James L. Cox, M.D.?

James L. Cox, M.D. received 11,610,366 votes for, with 1,325,195 votes withheld and 926,875 broker non-votes, and was elected as a director.