SEC Form 6-K filed by On Holding AG

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-40795

ON HOLDING AG
(Exact name of registrant as specified in its charter)

Förrlibuckstrasse 190
8005 Zurich, Switzerland
Tel: +41 44 225 1555
Fax: +41 44 225 1556
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Annual General Meeting Results

On May 22, 2025, On Holding AG (“On Holding”) held its Annual General Meeting of Shareholders. The final results of the agenda items submitted to a vote of the shareholders are as follows:

Agenda Item 1: Acknowledgement of the Annual Report and the Audit Reports and Approval of the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024

On Holding shareholders acknowledged the Annual Report and the Audit Reports and approved the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024.

Agenda Item 2: Appropriation of 2024 Financial Results

On Holding shareholders approved that the profit for the year 2024 in the amount of KCHF 63,241.6 increases the “profit carried forward” from the financial year 2023 of KCHF 36,207.4, resulting in a new balance of “profit carried forward” of KCHF 99,449.0.

Agenda Item 3: Approval of the Report on Non-Financial Matters

On Holding shareholders approved the Report on Non-Financial Matters of On Holding AG for 2024.

Agenda Item 4: Discharge of the Members of the Board of Directors and of the Executive Officers

On Holding shareholders approved that the members of the Board of Directors and of the Executive Officers be discharged from liability for the financial year 2024.

Agenda Item 5: Re-Election of Alex Pérez as Proposed Representative of the Holders of Class A Shares on the Board of Directors

On Holding shareholders approved the re-election of Alex Pérez as representative of the holders of Class A shares on the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 6: Re-Elections of the Members of the Board of Directors

On Holding shareholders approved the re-election of David Allemann, Amy Banse, Olivier Bernhard, Caspar Coppetti, Dennis Durkin, Laura Miele and Alex Pérez as members of the Board of Directors, each for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 7: Election of Helena Helmersson as new Member of the Board of Director

On Holding shareholders approved the election of Helena Helmersson as a new member of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 8: Re-Elections of the Co-Chairmen of the Board of Directors

Agenda Item 8.1: Re-Election of David Allemann as Co-Chairman of the Board of Directors

On Holding shareholders approved the re-election of David Allemann as Co-Chairman of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 8.2: Re-Election of Caspar Coppetti as Co-Chairman of the Board of Directors

On Holding shareholders approved the re-election of Caspar Coppetti as Co-Chairman of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 9: Elections of the Members of the Nomination and Compensation Committee

On Holding shareholders approved the election of Amy Banse, Helena Helmersson and Alex Pérez as members of the Nomination and Compensation Committee, each for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 10: Re-Election of the Independent Proxy Representative

On Holding shareholders approved the re-election of Anwaltskanzlei Keller AG (CHE-194.206.696), Splügenstrasse 8, 8002 Zurich, Switzerland, as Independent Proxy Representative for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 11: Re-Election of Statutory Auditors

On Holding shareholders approved the re-election of PricewaterhouseCoopers AG (CHE-106.839.438), in Zurich, Switzerland, as statutory auditors of On Holding AG for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026).

Agenda Item 12: Compensation Report; Approval of the Compensation of the Board of Directors and the Executive Officers

Agenda Item 12.1: Consultative Vote on the 2024 Compensation Report

On Holding shareholders took note of and endorsed the 2024 Compensation Report in a consultative vote.

Agenda Item 12.2: Approval of the Maximum Aggregate Compensation for the Non-Executive Members of the Board of Directors for the Period between the 2025 Annual General Shareholders’ Meeting and the next Annual General Shareholders’ Meeting to be held in 2026

On Holding shareholders approved the maximum aggregate compensation of CHF 2,000,000 for the non-executive members of the Board of Directors for the period between the 2025 Annual General Shareholders’ Meeting and the next Annual General Shareholders’ Meeting to be held in 2026.

Agenda Item 12.3: Approval of the Maximum Aggregate Compensation for the Executive Officers for the Financial Year 2026

On Holding shareholders approved the maximum aggregate compensation of CHF 30,000,000 for the Executive Officers (including, where applicable, for their activities as executive members of the Board of Directors) for the financial year 2026.

Agenda Item 13: Conversion of Class B Shares to Class A Shares / Amendment of Article 3, Article 3b and Article 3c of the Articles of Association

On Holding shareholders approved the conversion of 10,520,820 Class B Shares into 1,052,082 Class A Shares, as well as the amendment of Article 3, Article 3b and Article 3c of the Articles of Association to reflect the updated numbers of registered Class A Shares and registered Class B Shares mentioned therein.

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, thereunto duly authorized.

Date: May 23, 2025

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