Organon & Co.

8-K · tm2617690d1_8k.htm iXBRL

0001821825

 2026-06-09
 2026-06-09

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date
of earliest event reported): June 9, 2026

  

 Organon
& Co.

 (Exact name of registrant
as specified in its charter)

  

 Delaware
  
 001-40235
  
 46-4838035

 (State or other jurisdiction of
  
 (Commission File Number)
  
 (I.R.S. Employer Identification No.)

 incorporation)
  
  
  
  

  
  
  
  
  

 30
 Hudson Street , Floor
 33 ,

 Jersey City ,
 NJ
  
  
  
 07302

 (Address and principal executive

 offices)
  
  
  
 (Zip Code)

  

 Registrant’s telephone number, including area code: ( 551 )
 430-6900

  

 Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:

  

 ¨ Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ¨ Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ¨ Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ¨ Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of
 each class
  
 Trading
Symbol(s)
  
 Name of
 each exchange on which registered

 Common
 Stock, par value $0.01 per share
  
 OGN
  
 NYSE

  

 Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company  ¨

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

  

  

  

  

  

  

 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 2026 Annual Meeting held on June 9, 2026 (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 14, 2026, 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 8,000,000 shares. The
complete text of the Amended and Restated 2021 ISP is set forth in the Company’s definitive proxy statement on Schedule 14A filed
with the U.S. Securities and Exchange Commission on April 24, 2026 (the “ Proxy Statement ”).

  

 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 9, 2026, the Company held its 2026 Annual Meeting, at which the Company’s stockholders considered four proposals, each of
which is described in more detail in the Proxy Statement. There were 262,600,862 outstanding shares entitled to vote and there were 202,635,304
shares present in person or by proxy at the 2026 Annual Meeting, representing approximately 77% of the shares outstanding and entitled
to vote. The voting results are presented below.

  

 1. To elect the ten directors nominated by the Board to serve until the
 2027 annual meeting of the Company’s stockholders or until a successor has been duly elected and
 qualified.

  

 Nominee  
 For    
 Against    
 Abstain    
 Broker
 Non-Votes 1
  

 Carrie S. Cox  
   143,582,296    
   6,868,102    
   1,423,193    
   50,761,713  

 Robert Essner  
   144,144,155    
   6,192,913    
   1,536,523    
   50,761,713  

 Alan Ezekowitz, M.D., Ph.D.  
   146,082,868    
   4,323,157    
   1,467,566    
   50,761,713  

 Helene Gayle, M.D., M.P.H.  
   146,052,544    
   4,369,997    
   1,451,050    
   50,761,713  

 Rochelle B. Lazarus  
   146,076,416    
   4,276,381    
   1,520,794    
   50,761,713  

 Deborah Leone  
   146,245,672    
   4,193,760    
   1,434,159    
   50,761,713  

 Philip Ozuah, M.D., Ph.D.  
   145,785,740    
   4,617,685    
   1,470,166    
   50,761,713  

 Cynthia M. Patton  
   146,117,625    
   4,328,525    
   1,427,441    
   50,761,713  

 Ramona Sequeira  
   146,867,855    
   3,570,343    
   1,435,393    
   50,761,713  

 Shalini Sharp  
   145,628,266    
   4,814,804    
   1,430,521    
   50,761,713  

  

 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-Votes 1  

   142,593,022    
   7,311,933    
   1,968,636    
   50,761,713  

  

  

 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.

  

  

  

  

 3. To approve an amendment and restatement of the Organon & Co. 2021
 Incentive Stock Plan.

  

 For    
 Against    
 Abstain    
 Broker
 Non-Votes 1  

   142,473,542    
   7,608,906    
   1,791,143    
   50,761,713  

  

 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, 2026.

  

 For    
 Against    
 Abstain    
 Broker
 Non-Votes 1  

   196,889,135    
   4,100,954    
   1,645,215    
   0  

  

 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 24, 2026).

  
  
  

 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 11, 2026