Organon & Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2024, Organon & Co. (the “Company”) held its 2024 Annual Meeting, at which the Company’s shareholders considered three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”). There were 257,172,661 outstanding shares entitled to vote and there were 221,544,166 shares present in person or by proxy at the 2024 Annual Meeting, representing approximately eighty-six percent (86%) of the shares outstanding and entitled to vote. The voting results are presented below.
| 1. | To elect the four (4) Class III directors nominated by the Company’s Board of Directors to serve until the 2025 annual meeting of Organon’s shareholders or until a successor has been duly elected and qualified. |
| Nominee | For | Against | Abstain | Broker Non-Votes1 | ||||||||
| Kevin Ali | 176,343,603 | 2,212,837 | 354,540 | 42,633,186 | ||||||||
| Martha E. McGarry | 173,247,544 | 5,347,655 | 315,781 | 42,633,186 | ||||||||
| Philip Ozuah, M.D., Ph.D. | 174,355,642 | 4,214,516 | 340,822 | 42,633,186 | ||||||||
| Shalini Sharp | 176,315,828 | 2,258,415 | 336,737 | 42,633,186 |
| 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 | ||||||||
| 149,712,445 | 28,201,528 | 997,007 | 42,633,186 | ||||||||
| 3. | 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, 2024. |
| For | Against | Abstain | Broker Non-Votes1 | ||||||||
| 219,810,374 | 966,483 | 767,309 | 0 | ||||||||
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.
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 and Corporate Secretary | ||
Dated: June 6, 2024