Adagio Medical Holdings (ADGM) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled to approve a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-500, with the exact ratio to be determined by the board within 12 months of approval.

• The reverse stock split aims to help regain compliance with Nasdaq's minimum bid price and stockholders' equity requirements, following deficiency notices from Nasdaq.

• The board believes maintaining Nasdaq listing is critical for liquidity, financing, and investor confidence.

• The reverse stock split will not affect the total number of authorized shares, but will reduce the number of outstanding shares and proportionally adjust equity awards.

• No fractional shares will be issued; holders will receive cash in lieu of fractional shares.

Voting matters and shareholder proposals

• The sole proposal is to approve alternate amendments to the certificate of incorporation to effect a reverse stock split, with the board authorized to select the ratio.

• Approval requires a majority of shares present or represented by proxy at the meeting.

• Stockholders may submit proposals for the 2027 annual meeting by December 31, 2026, for inclusion in the proxy statement, or between February 16 and March 18, 2027, for other business.

Board of directors and corporate governance

• The board has discretion to implement or abandon the reverse stock split within 12 months of approval.

• The board may delay or forgo the split if compliance is regained before the deadline.

• Proxy solicitation costs are covered by the company, and directors or employees may solicit proxies without additional compensation.