Adagio Medical Holdings, Inc. (ADGM)
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AGM 2026

Jun 16, 2026

Summary

The meeting covered board elections and auditor ratification, with both proposals approved by a quorum of shareholders. No questions were raised, and voting results will be reported on Form 8-K within four business days.

Orly Mishan
Chairperson of the Board, Adagio Medical Holdings

Good mor ning. My name is Orly Mishan, and I am Chair of the Board of Directors of Adagio Medical Holdings, Inc. I'm happy to welcome you to the Adagio Medical Holdings, Inc. 2026 Annual Stockholders Meeting. The meeting will now officially come to order. It is my pleasure to introduce Deborah Kaster, Chief Financial Officer and Chief Business Officer of Adagio Medical Holdings, Inc., who will act as Secretary of this meeting and proceed with additional introductions. Deborah?

Deborah Kaster
CFO and Chief Business Officer, Adagio Medical Holdings

Thank you, Orly. Good morning. I'm Deborah Kaster, Chief Financial Officer and Chief Business Officer of Adagio Medical Holdings, Inc. It's great to be here virtually with you at our annual meeting of stockholders. The time is 10:01 A.M. Pacific Time on June 16th, 2026, a nd the polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge. This meeting is being recorded, and a link to the rec ording will be available on our corporate website for the next six months. Before we proceed with the formal business of the meeting, I'd like to introduce you to the members of the Board and the business team who are with us today. The other members of the Board with us virtually today, in addition to the Chair, are Sandra Gardiner and Dr. Keyvan Mirsaeedi-Farahani.

The other Officer of the company with us virtually today is Todd Usen, Chief Executive Officer of the company. I would also like to introduce Zachary Newcomer wi th WithumSmith+Brown, PC, the company's independent registered public accounting firm, who are also in attendance virtually and available to respond to appropriate questions as needed. We will proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will firs t present the two proposals submitted for approval by our Board. We will take questions related to the proposals or any questions for the auditors after all of the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of common stock is entitled to one vote.

After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. After the formal part of our meeting has concluded, we will answer any appropriate questions you may have. You should now all have a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we shall ask that you follow these rules.

Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments for the Q&A portion of this meeting through the te xt box located on the virtual meeting screen. We will try to answer questions submitted that are germane to the proposals and/or this meeting, as and if we have time. I will screen incoming questions, and during the Q&A portion of the meeting, will read germane questions out loud and respond. Please submit your questions now to make sure they are received in a timely fashion for our review and response. I have at this meeting a complete list of holders of record of the company's common stock on April 24th, 2026, the record date of this meeting. A list of stockholders of record is available to you on the bottom of the web portal for this meeting.

I also have an affidavit certifying that notice of this annual meeting of stockholders of the company was duly given to all stockholders of record at the close of business on April 24th, 2026. A copy of the notice and affidavit will be filed with the record of the meeting. At this time, I'd like to introduce James R. Alden, a designee of Broadridge Financial Solutions, Inc., who is present virtually. Mr. Alden has been appointed to act as Inspector of Election at this meeting. He has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting.

I have been informed by the Inspector of Elections that proxies have been received for 16,069,984 of the 22,210,459 shares of common stock outstanding on the record date, which represents approximately 72.35% of the total number of outstanding shares. This constitu tes a quorum for the meeting today. We may now carry out the official business of the meeting. We will now proceed w ith the formal business of this meeting. After all the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review.

There are two proposals to be considered by the stockholders at this meeting. Election of directors. The first item of business is the election of two class two directors to serve until the 2029 annual meeting and until their successors are elected. The nominees for class two director are Orly Mishan and Sean Salmon. The second item of business today is the ratification of the appointm ent of the Audit Committee of the Board of Directors of WithumSmith+Brown, PC as independent registered public accounting firm of the company for the fiscal year ending 2026. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals or addressed to the auditors before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals.

At this time, there are no questions related to these proposals. The time is now 10:07 A.M. The polls are now closed for voting. The report of the Inspector of Election covering the proposals presented at this meeting is as follows. Orly Mishan and Sean Salmon have been elected as class two directors of the company. The appointment of WithumSmith+Brown, PC as the compan y's independent registered public accounting firm for the fiscal year ending 2026 is ratified. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting.

If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the formal portion of today's meeting. Thank you for your attendance at today's meeti ng and for your continued support of Adagio Medical Holdings, Inc. We will now entertain any appropriate questions from stockholders. As there were no questions pertinent to today's meeting, I will close today's call. Thank you again for attendance at today's meeting and for your continued support of Adagio Medical Holdings, Inc. Have a wonderful day.

Orly Mishan
Chairperson of the Board, Adagio Medical Holdings

This now concludes the meeting. Thank you for joining. Have a pleasant day.