Adagio Medical Holdings, Inc. stockholders approved a proposal to grant the Board of Directors the authority to effect a reverse stock split of the company's common stock. The resolution, passed at a special meeting on October 23, 2026, allows the board to determine a specific split ratio within a defined range at its sole discretion.
The company filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission on October 26, 2026, disclosing the results of the vote. The filing was signed by Deborah Kaster, who serves as Chief Financial Officer and Chief Business Officer. The primary objective of the proposal was to amend the company's Amended and Restated Certificate of Incorporation to facilitate this corporate action.
The specific terms of the approved amendment permit a reverse stock split at a ratio ranging from 1-for-10 to 1-for-500. The final decision on the exact ratio remains with the Board of Directors, which holds the sole discretion to select a ratio within that inclusive range. This structure provides management with flexibility to adjust the share count without requiring immediate shareholder approval for each specific ratio.
Turnout for the special meeting was moderate relative to the total shares outstanding. As of the record date, Adagio Medical had 27,439,328 shares outstanding. Of these, 14,582,518 shares were present or represented by proxy, representing 53.14% of the total. The voting results for Proposal No. 1 were as follows:
| Vote Type | Share Count | | :--- | :--- | | For | 13,762,886 | | Against | 819,231 | | Abstain | 401 | | Broker Non-Votes | None |
The proposal was approved based on the majority of votes cast in favor. The definitive proxy statement detailing this matter was previously filed with the SEC on October 13, 2026. Adagio Medical is an emerging growth company that elected not to use the extended transition period for complying with new or revised financial accounting standards.
The company's common stock, which carries a par value of $0.0001 per share, trades on The Nasdaq Stock Market LLC under the ticker symbol ADGM. The headquarters for Adagio Medical Holdings, Inc. is located at 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653. The company is incorporated in Delaware and maintains Commission File Number 001-42199.