Organon & Co. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The stockholders of Organon & Co. (the “Company”) approved an amendment and restatement of the Organon & Co. 2021 Incentive Stock Plan (the “Amended and Restated 2021 ISP”) at the Company’s 2025 Annual Meeting held on June 10, 2025 (the “Annual Meeting”). The Company’s Board of Directors (the “Board”), upon the recommendation of the Talent Committee of the Board, previously approved the Amended and Restated 2021 ISP on April 15, 2025, subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below in this Report under Item 5.07.
The Amended and Restated 2021 ISP increases the number of shares of the Company’s common stock available for issuance thereunder by 7,800,000 shares. The Amended and Restated 2021 ISP also makes other limited revisions that are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”), including adding a new requirement that 95% or more of the shares subject to awards granted under the Amended and Restated 2021 ISP have a one-year minimum vesting period, subject to limited exceptions, and providing that shares tendered or withheld by the Company in respect of the exercise price or tax withholding obligations on stock options and stock appreciation rights granted under the Amended and Restated 2021 ISP will no longer be returned to the plan’s share reserve.
The foregoing description of the Amended and Restated 2021 ISP does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated 2021 ISP, which is attached as Appendix B to the Proxy Statement and is incorporated by reference herein as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 10, 2025, the Company held its 2025 Annual Meeting, at which the Company’s stockholders considered five (5) proposals, each of which is described in more detail in the Proxy Statement. There were 259,956,063 outstanding shares entitled to vote and there were 215,273,767 shares present in person or by proxy at the 2025 Annual Meeting, representing approximately eighty-three percent (83%) of the shares outstanding and entitled to vote. The voting results are presented below.
| 1. | To elect the eleven (11) directors nominated by the Board to serve until the 2026 annual meeting of the Company’s stockholders or until a successor has been duly elected and qualified. |
| Nominee | For | Against | Abstain | Broker | ||||||||||||
| Kevin Ali | 162,379,482 | 5,203,643 | 421,047 | 47,269,595 | ||||||||||||
| Carrie S. Cox | 158,072,279 | 9,534,144 | 397,749 | 47,269,595 | ||||||||||||
| Robert Essner | 162,816,437 | 4,714,585 | 473,150 | 47,269,595 | ||||||||||||
| Alan Ezekowitz, M.D., Ph.D. | 163,687,685 | 3,871,275 | 445,212 | 47,269,595 | ||||||||||||
| Helene Gayle, M.D., M.P.H. | 159,482,939 | 8,103,789 | 417,444 | 47,269,595 | ||||||||||||
| Rochelle (“Shelly”) B. Lazarus | 163,292,121 | 4,279,876 | 432,175 | 47,269,595 | ||||||||||||
| Deborah Leone | 163,828,235 | 3,761,132 | 414,805 | 47,269,595 | ||||||||||||
| Philip Ozuah, M.D., Ph.D. | 161,952,456 | 5,602,883 | 448,883 | 47,269,595 | ||||||||||||
| Cynthia M. Patton | 163,779,418 | 3,806,318 | 418,435 | 47,269,595 | ||||||||||||
| Grace Puma | 161,676,033 | 5,907,400 | 420,739 | 47,269,595 | ||||||||||||
| Shalini Sharp | 163,244,186 | 4,324,774 | 435,212 | 47,269,595 | ||||||||||||
1 A broker-non vote occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have the discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each annual meeting.
| 2. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. |
| For | Against | Abstain | Broker Non-Votes1 | |||||||||||
| 131,520,446 | 35,124,179 | 1,359,547 | 47,269,595 | |||||||||||
| 3. | To approve an amendment and restatement of the Organon & Co. 2021 Incentive Stock Plan. |
| For | Against | Abstain | Broker Non-Votes1 | |||||||||||
| 154,012,721 | 12,706,870 | 1,284,581 | 47,269,595 | |||||||||||
| 4. | To ratify the appointment by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| For | Against | Abstain | Broker Non-Votes1 | |||||||||||
| 210,485,899 | 2,692,232 | 2,095,636 | 0 | |||||||||||
| 5. | To approve the stockholder proposal requesting that the Board adopt a new Director Election Resignation Guideline provision, if properly presented. |
| For | Against | Abstain | Broker Non-Votes1 | |||||||||||
| 35,267,628 | 131,506,391 | 1,230,153 | 47,269,595 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated Organon & Co. 2021 Incentive Stock Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 25, 2025) | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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.
| Organon & Co. | |||
| By: | /s/ Kirke Weaver | ||
| Name: | Kirke Weaver | ||
| Title: | General Counsel | ||
Dated: June 12, 2025