Adagio Medical Holdings Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 15, 2025, Adagio Medical Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 4, 2025 (the “Proxy Statement”). Of the 21,179,637 shares outstanding as of the record date, 13,862,436 shares, or 65.45%, were present or represented by proxy at the Annual Meeting. The final results for each of the matters submitted to the stockholders at the Annual Meeting are as follows:
Proposal No 1: Election of two nominees to serve as directors until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| For | Withheld | Broker Non-Votes | |||
| Todd Usen | 12,915,589 | 19,972 | 926,875 | ||
| James L. Cox, M.D. | 11,610,366 | 1,325,195 | 926,875 |
Both nominees were elected.
Proposal No 2: Ratification of the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 13,407,336 | 352,547 | 102,553 | — |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 16, 2025
| Adagio Medical Holdings, Inc. | ||
| By: | /s/ Deborah Kaster | |
| Name: | Deborah Kaster | |
| Title: | Chief Financial Officer | |
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