Every DEF 14A that Adagio Medical Holdings, Inc (ADGM) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow ADGM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADGM filings page.
Adagio Medical Holdings, Inc. (ADGM) asks stockholders to approve alternate charter amendments authorizing a reverse split of one-for-10 to one-for-500, with the Board choosing the ratio and whether and when to proceed. The Board could implement only one split or none; if it does not act within 12 months after the October 23, 2026 meeting, further stockholder approval would be required. If implemented, the split would leave 210,000,000 authorized common shares, increasing shares available for future issuance.
As of October 13, 2026, Adagio had not regained Nasdaq’s $1.00 minimum bid-price or $2,500,000 stockholders’ equity requirements; it submitted an equity-compliance plan on September 28. If Nasdaq accepts the plan, it may grant up to 180 calendar days. Adagio expects Nasdaq to provide a delisting notice after December 9, 2026, and says it intends to appeal a delisting determination. The split is intended to address the bid-price requirement, but Adagio gives no assurance it will restore compliance.
Adagio Medical Holdings, Inc. is holding a virtual 2026 annual stockholder meeting on June 16, 2026 at 10:00 a.m. Pacific Time. Stockholders of record as of April 24, 2026 may attend and vote online using a control number.
Investors will vote on electing two Class II directors, Orly Mishan and Sean Salmon, to three-year terms and on ratifying WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2026. The board is classified into three staggered classes and currently has seven members, with an independent non-executive chair.
The proxy details governance practices, including fully independent key committees, an insider trading and anti-hedging policy, and a Dodd-Frank–compliant clawback policy. For 2025, CEO Todd Usen received total compensation of $2,500,473 and CFO Deborah Kaster received $836,037, primarily from salary and stock options. As of April 24, 2026, 22,210,459 shares of common stock were outstanding, with entities affiliated with Perceptive Advisors LLC holding 55.4% of the stock.
Adagio Medical Holdings, Inc. (ADGM) will hold its 2025 virtual annual meeting on December 15, 2025 at 10:00 a.m. PT via www.virtualshareholdermeeting.com/ADGM2025. Stockholders of record as of October 31, 2025 may attend and vote using their Control Number.
Stockholders will vote on two items: (1) elect two Class I directors (Todd Usen and James L. Cox) for terms expiring at the 2028 meeting and (2) ratify WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2025.
The Board is classified into three classes and led by independent Chair Orly Mishan; a majority of directors are independent. The company discloses it is currently non-compliant with Nasdaq audit committee requirements under Listing Rule 5605 while evaluating options. Shares outstanding were 21,179,637 as of October 31, 2025. Audit-related fees billed by WithumSmith+Brown were $1,323,550 in 2024 and $303,200 in 2023.