What does the 8,000,000-share increase in Organon’s 2021 Incentive Stock Plan mean?

The amended plan increases the pool of Organon common shares available for grants by 8,000,000 . These shares may be used for future equity awards to employees, directors, and other participants under the 2021 Incentive Stock Plan, as described in the proxy statement.

Organon (NYSE: OGN) holders back amended 2021 incentive plan adding 8M shares

Q: How many Organon (OGN) shares were entitled to vote at the 2026 Annual Meeting?

There were 262,600,862 Organon common shares outstanding and entitled to vote at the 2026 Annual Meeting. This figure represents the total voting power eligible to participate in approving directors and other proposals presented to stockholders.

Q: What was the quorum at Organon’s 2026 Annual Meeting of stockholders?

A total of 202,635,304 Organon shares were present in person or by proxy, representing approximately 77% of shares outstanding and entitled to vote. This level of participation satisfied quorum requirements for conducting official stockholder business.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Organon & Co. reported that stockholders approved an amended and restated 2021 Incentive Stock Plan at the 2026 Annual Meeting held on June 9, 2026. The plan increases the number of shares of common stock available for equity awards by 8,000,000 shares.

At the meeting, there were 262,600,862 outstanding shares entitled to vote, and 202,635,304 shares were present in person or by proxy, representing approximately 77% of the shares outstanding and entitled to vote. Stockholders elected all listed director nominees and acted on the remaining proposals as described in the proxy statement.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 8,000,000 shares Shares outstanding entitled to vote: 262,600,862 shares Shares present at meeting: 202,635,304 shares +5 more

8 metrics

Incentive plan share increase 8,000,000 shares Added to 2021 Incentive Stock Plan

Shares outstanding entitled to vote 262,600,862 shares Outstanding and entitled to vote at 2026 Annual Meeting

Shares present at meeting 202,635,304 shares Present in person or by proxy at 2026 Annual Meeting

Quorum percentage 77% Portion of outstanding and entitled shares represented

Votes for Ramona Sequeira 146,867,855 votes Director election, votes for nominee

Votes against Ramona Sequeira 3,570,343 votes Director election, votes against nominee

Broker non-votes (director elections) 50,761,713 votes Broker non-votes on director election proposals

Votes for final proposal 196,889,135 votes For votes on fourth listed proposal

Key Terms

Amended and Restated 2021 ISP, Incentive Stock Plan, broker-non vote, emerging growth company, +1 more

5 terms

Amended and Restated 2021 ISP financial

"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."

Incentive Stock Plan financial

"approved an amendment and restatement of the Organon & Co. 2021 Incentive Stock Plan (the “Amended and Restated 2021 ISP”)"

broker-non vote financial

"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"

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Proxy Statement regulatory

"The complete text of the Amended and Restated 2021 ISP is set forth in the Company’s definitive proxy statement on Schedule 14A filed"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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Understanding 8-K Material Events →

06/11/2026 - 04:15 PM

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-Votes¹
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-Votes¹
	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-Votes¹
	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-Votes¹
	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

Source: View Original Filing on SEC EDGAR

FAQ

What did Organon (OGN) stockholders approve at the 2026 Annual Meeting?

Organon stockholders approved an amended and restated 2021 Incentive Stock Plan, increasing shares available for equity awards by 8,000,000. The plan had been previously approved by the Board, subject to stockholder approval, and is detailed in the company’s April 24, 2026 proxy statement.

How many Organon (OGN) shares were entitled to vote at the 2026 Annual Meeting?

There were 262,600,862 Organon common shares outstanding and entitled to vote at the 2026 Annual Meeting. This figure represents the total voting power eligible to participate in approving directors and other proposals presented to stockholders.

What was the quorum at Organon’s 2026 Annual Meeting of stockholders?

A total of 202,635,304 Organon shares were present in person or by proxy, representing approximately 77% of shares outstanding and entitled to vote. This level of participation satisfied quorum requirements for conducting official stockholder business.

Were Organon’s director nominees elected at the 2026 Annual Meeting?

Yes, all listed Organon director nominees received substantial support and were elected. For example, nominee Ramona Sequeira received 146,867,855 votes for, 3,570,343 against, and 1,435,393 abstentions, with 50,761,713 broker non-votes recorded.

Where can investors find the full text of Organon’s Amended and Restated 2021 Incentive Stock Plan?

The complete text of Organon’s Amended and Restated 2021 Incentive Stock Plan appears as Appendix B to the company’s definitive proxy statement on Schedule 14A filed on April 24, 2026, and is incorporated by reference as Exhibit 10.1 to this report.

Filing Exhibits & Attachments

3 documents