Adagio Medical Holdings (ADGM) Proxy filing summary

Executive summary

• Special meeting scheduled for December 2026 as a virtual webcast; the Board recommends voting FOR both proposals.

• A 1-for-30 reverse split took effect November 6, 2026, with split-adjusted trading beginning November 9.

Voting matters and shareholder proposals

• Proposal 1 seeks authority for one or more reverse splits, up to an aggregate 1-for-1,000, to support Nasdaq listing compliance; the Board would choose the ratio and timing.

• Proposal 2 authorizes adjournment, if needed, to solicit votes for Proposal 1; both proposals require a majority of votes cast and are treated as routine matters.

• Record holders as of November 16, 2026, may vote; each common share carries one vote, and voting is available by mail, phone, internet, or webcast.

• Rule 14a-8 proposals for the 2027 annual meeting are due by December 31, 2026; other proposals or nominations are due February 16–March 18, 2027, subject to meeting-date changes.

Board of directors and corporate governance

• If approved, the Board may implement or abandon a split within one year of approval without another stockholder vote; it will announce a selected ratio at least five business days before effectiveness.

• Board considerations include Nasdaq compliance, share price and expected stability, liquidity, market conditions, economic conditions, and market capitalization.

• The Board states the split is not intended as a going-private transaction or as part of an anti-takeover plan.