Adagio Medical Holdings, Inc 8-K, filed Oct 24, 2025
Adagio Medical Holdings, Inc. (ADGM)
About this 8-K
Adagio Medical Holdings, Inc filed this 8-K on October 24, 2025, reporting on events of October 23, 2025.
Items reported
- Item 5.08: Shareholder director nominations
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.08 Shareholder Director Nominations
On October 23, 2025, the Board of Directors of Adagio Medical Holdings, Inc. (the “Company”) established December 15, 2025 as the date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The time and location of the 2025 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”). The record date for determining stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting will be the close of business on October 31, 2025.
Because the Company did not hold a 2024 Annual Meeting of Stockholders, the Company is filing this Current Report on Form 8-K to inform stockholders of the date of the 2025 Annual Meeting and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.
Stockholders who intend to present proposals for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposals are delivered to or mailed and received by the Company’s Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102 Laguna Hills, CA, no later than November 3, 2025, which the Company has determined to be a reasonable time before it expects to begin to deliver and make available its proxy materials for the 2025 Annual Meeting, and must furthermore comply with all applicable requirements of Rule 14a-8.
Pursuant to the Company’s amended and restated bylaws (“Bylaws”), for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Company’s Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102 Laguna Hills, CA, no later than November 3, 2025. To be timely for the 2025 Annual Meeting, a stockholder’s notice must be delivered to or mailed and received by the Company’s Secretary at the Company’s principal executive offices not later than November 3, 2025, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting. A stockholder’s notice to the Secretary must also set forth the information required by the Bylaws.
In addition to satisfying the foregoing requirements under the Bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than November 3, 2025.
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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: October 24, 2025
| Adagio Medical Holdings, Inc. | ||
| By: | /s/ Deborah Kaster | |
| Name: | Deborah Kaster | |
| Title: | Chief Financial Officer | |
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