Adagio Medical Holdings, Inc. 8-K

What Happened
Adagio Medical Holdings, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026 and filed an 8-K reporting the voting results. Of 22,210,459 shares outstanding as of the record date, 16,069,984 shares (72.35%) were present or represented by proxy. Stockholders elected two director nominees — Orly Mishan and Sean Salmon — each to serve until the 2029 annual meeting, and they ratified WithumSmith+Brown, PC as the company’s independent registered public accounting firm for the 2026 fiscal year.

Key Details

• Shares outstanding (record date): 22,210,459; shares present/represented by proxy: 16,069,984 (72.35%).
• Director elections:
  • Orly Mishan: For 11,930,745; Withheld 1,396,139; Broker non-votes 2,743,100.
  • Sean Salmon: For 13,322,425; Withheld 4,459; Broker non-votes 2,743,100.
  • Both nominees were elected to terms expiring at the 2029 annual meeting.
• Auditor ratification (WithumSmith+Brown, PC): For 16,055,195; Against 14,081; Abstain 708; no broker non-votes on this proposal.

Why It Matters
Confirming the two directors finalizes the company’s board composition through 2029, which can affect governance and strategic oversight. Ratifying the independent auditor maintains continuity in the company’s financial reporting oversight for fiscal 2026. The proxy turnout (72.35%) shows substantial shareholder participation; the presence of broker non-votes on the director elections indicates some shares were not voted on those matters by brokers.