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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 7, 2022

 

Organon & Co.

(Exact name of registrant as specified in its charter)

 

Delaware    001-40235    46-4838035
(State or other jurisdiction    (Commission    (I.R.S. Employer
of incorporation)    File Number)    Identification No.)
               
30 Hudson Street, Floor 33,
Jersey City, NJ
         07302
(Address of 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 7, 2022, Organon & Co. (the “Company”) held its 2022 Annual Meeting, at which the Company’s shareholders considered four (4) proposals, each of which is described in more detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission April 28, 2022 (the “Proxy Statement”). There were 253,637,179 outstanding shares entitled to vote and there were 216,718,616 shares present in person or by proxy at the 2022 Annual Meeting, representing approximately eighty-five percent (85%) of the shares outstanding and entitled to vote. The voting results are presented below.

 

1. To elect four (4) Class I directors nominated by the Company’s Board of Directors to hold office for a term of three (3) years, a term of office that expires at the 2025 annual meeting of shareholders, and until their respective successors are elected and qualified.

 

Nominee For Withhold Abstain Broker Non-Votes1
Robert Essner 174,749,077 6,254,478 323,568 35,391,493
Shelly Lazarus 178,749,208 2,277,538 300,377 35,391,493
Cynthia M. Patton 180,092,103 932,858 302,162 35,391,493
Grace Puma 178,996,231 2,031,173 299,719 35,391,493

 

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
168,300,410 12,211,442 815,271 35,391,493

 

3. To approve, on a non-binding advisory basis, the frequency of future votes to approve the compensation of the Company’s named executive officers

 

One Year Two Years Three Years Abstain
177,182,282 400,885 2,989,586 754,370

 

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, 2022.

 

For Against Abstain Broker Non-Votes1
215,565,306 605,947 547,363 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/ Deborah H. Telman
    Name: Deborah H. Telman
    Title: General Counsel and Corporate Secretary

 

Dated: June 8, 2022

 

 

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