Organon shareholders approve merger with Sun Pharma

Accepted by SEC EDGAR 07/23/2026 - 05:13 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Organon & Co. held a special stockholder meeting on July 23, 2026 to vote on its pending merger with Sun Pharmaceutical Holdings USA, Inc. Stockholders owning 195,675,859 shares, representing 74.51% of the 262,609,433 shares outstanding as of June 15, 2026, were present, constituting a quorum.

Stockholders approved the Agreement and Plan of Merger, under which a Sun Pharma subsidiary will merge with and into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. The merger agreement received 192,776,552 votes for, 2,573,118 against and 326,189 abstentions, with no broker non-votes. In a separate non-binding advisory vote, stockholders also approved merger-related compensation for named executive officers, with 185,141,986 votes for, 9,553,830 against and 980,043 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 262,609,433 shares Shares represented at special meeting: 195,675,859 shares Quorum percentage: 74.51% +4 more

7 metrics

Shares outstanding on record date 262,609,433 shares Common Stock outstanding and entitled to vote as of June 15, 2026 record date

Shares represented at special meeting 195,675,859 shares Shares represented virtually or by proxy at the July 23, 2026 special meeting

Quorum percentage 74.51% Percentage of total voting power represented at the special meeting

Votes for Merger Agreement 192,776,552 votes Votes in favor of Proposal No. 1 to adopt the Merger Agreement

Votes against Merger Agreement 2,573,118 votes Votes against Proposal No. 1 to adopt the Merger Agreement

Votes for advisory compensation proposal 185,141,986 votes Votes in favor of Proposal No. 2 on merger-related executive compensation

Votes against advisory compensation proposal 9,553,830 votes Votes against Proposal No. 2 on merger-related executive compensation

Key Terms

Agreement and Plan of Merger, record date, broker non-votes, non-binding, advisory basis

4 terms

Agreement and Plan of Merger regulatory

"relating to the merger transaction contemplated by the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

record date regulatory

"As of the close of business on June 15, 2026, the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes regulatory

"The proposal was approved by the votes indicated below, including Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis regulatory

"To approve, on a non-binding, advisory basis, the compensation that may be paid"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Organon (OGN) stockholders approve at the July 23, 2026 special meeting?

Stockholders approved the Agreement and Plan of Merger between Organon & Co. and Sun Pharmaceutical Holdings USA, Inc. Under this agreement, a Sun Pharma subsidiary will merge with Organon, and Organon will continue as a wholly owned subsidiary of Sun Pharma USA.

How did Organon (OGN) shareholders vote on the Merger Agreement with Sun Pharma?

Shareholders strongly approved the Merger Agreement, casting 192,776,552 votes for, 2,573,118 against and 326,189 abstentions, with no broker non-votes. This vote adopts the Agreement and Plan of Merger governing the combination with a Sun Pharma subsidiary.

What was the quorum and voting power for Organon (OGN) at the special meeting?

A quorum was achieved with 195,675,859 shares of Common Stock represented virtually or by proxy, equal to 74.51% of the total voting power. As of the June 15, 2026 record date, 262,609,433 shares were outstanding and entitled to vote.

How did Organon (OGN) investors vote on merger-related executive compensation?

On a non-binding, advisory basis, investors approved the merger-related compensation for named executive officers, with 185,141,986 votes for, 9,553,830 against and 980,043 abstentions. This advisory vote concerns compensation that may be paid or become payable in connection with the merger.

What will Organon’s (OGN) corporate structure be after the Sun Pharma transaction?

Under the approved Merger Agreement, Sun Pharma America, Inc. will merge with and into Organon, and Organon will survive the merger as a wholly owned subsidiary of Sun Pharma USA. Organon’s Common Stock currently trades on the NYSE under the symbol OGN.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): July 23, 2026

ORGANON & CO.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-40235		46-4838035
(Commission File Number)		(I.R.S. Employer Identification No.)

30 Hudson Street, Floor 33, Jersey City, New Jersey 07302

(Address of principal executive offices) (Zip Code)

(551) 430-6900

(Registrant’s telephone number, including area code)

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, $0.01 Par Value		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.

A special meeting of stockholders (the “Special Meeting”) of Organon & Co., a Delaware corporation (the “Company”), was held on July 23, 2026 at 10:00 a.m., Eastern Time, via a virtual meeting website. The Special Meeting was held in order to vote upon the proposals set forth in the definitive proxy statement of the Company filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2026 (the “Proxy Statement”) relating to the merger transaction contemplated by the Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”), dated April 26, 2026, by and among the Company, Sun Pharmaceutical Holdings USA, Inc. (“Sun Pharma USA”), and Sun Pharma America, Inc., a wholly owned subsidiary of Sun Pharma USA (“Merger Sub”) and, solely for certain specified provisions, Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc. and Sun Pharma (Netherlands) B.V., pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Sun Pharma USA (the “Merger”).

As of the close of business on June 15, 2026, the record date for the Special Meeting (the “Record Date”), there were 262,609,433 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 195,675,859 shares of Common Stock were represented virtually or by proxy at the Special Meeting, representing 74.51% of the total voting power of the Common Stock, which constituted a quorum to conduct business at the Special Meeting. Each holder of Common Stock was entitled to one vote for each share of Common Stock held of record as of the Record Date.

The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in the Proxy Statement:

Proposal No. 1

To adopt the Merger Agreement. The proposal was approved by the votes indicated below:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
192,776,552		2,573,118		326,189		0

Proposal No. 2

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. The proposal was approved by the votes indicated below:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
185,141,986		9,553,830		980,043		0

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 hereunto duly authorized.

				ORGANON & CO.
Date: July 23, 2026				By:		/s/ Kirke Weaver
				Name:		Kirke Weaver
				Title:		General Counsel and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB