Adagio Medical Holdings (ADGM) Proxy filing summary

Executive summary

• Special meeting set for Oct. 23, 2026, to vote on a discretionary 1-for-10 to 1-for-500 reverse stock split; Board recommends approval.

• The proposed split aims to raise the share price and support Nasdaq listing compliance; implementation is not assured even if approved.

Voting matters and shareholder proposals

• Proposal 1 requires approval by a majority of voting power present or represented by proxy and entitled to vote; abstentions have no effect.

• Each share held on Oct. 5, 2026 carries one vote; Proposal 1 is routine, allowing brokers to vote uninstructed street-name shares.

• Rule 14a-8 proposals for the 2027 annual meeting are due by Dec. 31, 2026; advance-notice proposals and nominations are due Feb. 16–Mar. 18, 2027, subject to meeting-date changes.

Board of directors and corporate governance

• If approved, the Board may choose the ratio and timing, file one amendment, or abandon the split; authorization expires after 12 months, after which new approval is required.

• The Board may delay or forgo implementation if bid-price compliance is regained and may act if the share price later falls below $1 for 30 days within the authorization period.