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Get filing alertsOrganon shareholders approve 8M share increase to equity compensation plan
Filed June 11, 2026 · Period ending June 9, 2026 · ~1 min read
Key Changes
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high
Shareholders approved adding 8 million shares to the 2021 Incentive Stock Plan with 93.8% support (142.5M For, 7.4M Against, 2.0M Abstain), expanding the pool available for employee and executive equity grants.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
All ten directors elected to one-year terms with 95.4%–97.6% support of votes cast; each received 54.7%–55.9% of the 262.6M shares outstanding. Broker non-votes: 50.8M shares on all director elections.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay passed with 93.9% support (142.6M For, 7.3M Against, 2.0M Abstain), representing 54.3% of shares outstanding. Broker non-votes: 50.8M shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
PwC ratified as 2026 auditor with 97.2% support (196.9M For, 4.1M Against, 1.6M Abstain), representing 75.0% of shares outstanding. No broker non-votes on this routine matter.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Organon held its 2026 annual meeting on June 9 with 77% of outstanding shares represented. The most material outcome was shareholder approval of an 8 million share increase to the 2021 Incentive Stock Plan, which expands the company's capacity to grant stock-based compensation. The amendment passed with 93.8% support of votes cast.
The Board had approved the plan changes in April, contingent on shareholder ratification. All other proposals passed with strong support. The ten director nominees were elected with 95.4%–97.6% approval, say-on-pay received 93.9% support, and the auditor ratification passed with 97.2% backing. Broker non-votes totaled 50.8 million shares on governance matters where brokers lack discretionary voting authority. The results reflect routine annual meeting outcomes with no contested items or unusual opposition levels.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Stockholders approved an amendment and restatement of the 2021 Incentive Stock Plan at the 2026 Annual Meeting.
Added in current filing · verify on EDGAR →
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.
Stockholders approved an amendment and restatement of the company's 2021 Incentive Stock Plan at the June 9, 2026 annual meeting. The Board had previously approved the amended plan on April 14, 2026, contingent on stockholder approval. The filing does not disclose the specific changes made to the plan or vote tallies.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Organon held its 2026 annual meeting; shareholders approved all proposals including director elections, say-on-pay, and an 8M share increase to the equity plan.
Added in current filing · verify on EDGAR →
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.
Shareholders approved an amendment to the 2021 Incentive Stock Plan that adds 8 million shares to the pool available for equity grants. The proposal passed with 93.8% support of votes cast (142,473,542 For out of 151,873,591 total votes cast), representing 54.3% of shares outstanding. This expands the company's capacity to grant stock-based compensation to employees and executives.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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 annual meeting achieved a quorum with 77% of outstanding shares represented. This turnout level is typical for annual meetings and sufficient for all proposals to proceed to a vote.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 21, 2026 · How we verify