Organon & Co

1. 1

   Adopt the Merger Agreement (Merger Agreement Proposal

   ManagementBoard: FOR

   Stockholder vote to adopt the Agreement and Plan of Merger dated April 26, 2026 under which Sun Pharma America, Inc. will merge with and into Organon, making Organon a wholly owned subsidiary of Sun Pharmaceutical Holdings USA, Inc., and providing $14.00 cash per share to holders of Organon common stock (other than excluded shares).

   More detail

   The Merger Agreement Proposal asks Organon stockholders to approve the Agreement and Plan of Merger among Organon, Sun Pharmaceutical Holdings USA, Inc. (Parent), and Sun Pharma America, Inc. (Merger Sub), under which Merger Sub will be merged into Organon and Organon will become a wholly owned subsidiary of Parent. The proposal seeks approval to convert each eligible share of Organon common stock into the right to receive $14.00 per share in cash, subject to standard exclusions (shares owned by Parent or affiliates, shares held by dissenting appraisal claimants). Management and the Board have concluded, after receiving a fairness opinion from Morgan Stanley and evaluating strategic alternatives, capital structure and regulatory considerations, that the transaction is fair and provides immediate cash value to holders given Organon’s leverage and recent trading levels; the Board recommends a "FOR" vote. The proxy materials outline customary merger conditions, including shareholder approval, regulatory approvals (HSR and non-U.S. approvals), and absence of legal restraints; the merger agreement contains termination provisions, a $120 million termination fee, equity award treatment, and customary representations, warranties and covenants. Morgan Stanley’s analyses (DCF, comparables, precedent transactions, premia and analysts’ targets) produced ranges that generally encompassed or were below the $14.00 offer; the Board considered these analyses and the strategic process including competing indications of interest and concluded that the $14.00 cash consideration, the lack of a financing condition, the financing commitments, and the certainty of cash and liquidity justified recommending approval. Closing is subject to regulatory approvals and other customary conditions and the parties expect to close in early 2027.

2. 2

   Advisory Vote to Approve Merger-Related Compensation (Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that may be paid or become payable to Organon’s named executive officers that is based on or otherwise relates to the Merger, as required by SEC rules (a "say-on-golden-parachutes" vote).

   More detail

   This non-binding advisory proposal asks Organon stockholders to approve the "say-on-golden-parachutes" disclosure describing compensation payable to named executive officers in connection with the Merger, including severance and accelerated equity cashouts and estimated payments (cash severance, equity payouts, and benefits totals) presented in Item 402(t) format. Management seeks approval to provide shareholders with a voice on the governance and reasonableness of these payments, which the Board believes are customary and may be payable under existing plans and employment arrangements. The Board recommends a “FOR” vote, while noting the advisory nature of the vote and that compensation may be paid consistent with agreement terms even if the vote fails. The disclosure includes quantified estimates of cash severance (double-trigger CIC severance amounts), the treatment of equity awards (cashouts for pre-2026 awards, converted cash awards for certain 2026 awards with change-in-control vesting), and other benefits; management’s view is that these arrangements are consistent with market practice for transactions of this nature. As an advisory measure, the vote does not bind the company or Parent but provides shareholder feedback the Board will consider in governance deliberations.

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When is the Organon & Co 2026 special meeting?

Organon & Co (OGN) holds its 2026 special shareholder meeting on Thursday, July 23, 2026.

What is the record date for the Organon & Co 2026 meeting?

The record date for the Organon & Co 2026 meeting is Monday, June 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Organon & Co's 2026 meeting?

The board is presenting 9 director nominees at the Organon & Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Organon & Co 2026 meeting?

Shareholders will vote on 2 proposals at the Organon & Co 2026 meeting, each tagged with who proposed it and the board's recommendation.