Organon Stockholders Approve Sun Pharmaceutical Merger in Special Meeting Vote

Overwhelming Shareholder Approval for Sun Pharma Acquisition

Organon stockholders decisively approved the proposed merger with Sun Pharmaceutical Holdings USA, Inc. at the special meeting conducted on July 23, 2026. The merger agreement, originally executed on April 26, 2026, contemplates the merger of Sun Pharma America, Inc.—a wholly owned subsidiary of Sun Pharma USA—with and into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. The disclosure indicates that 192,776,552 shares voted in favor of adopting the merger agreement, while 2,573,118 shares voted against and 326,189 shares abstained.

The voting results demonstrate substantial shareholder consensus regarding the transaction. The total of 195,675,859 shares represented at the meeting constituted 74.51% of the total voting power of Organon's Common Stock as of the June 15, 2026 record date. This quorum level and the strong affirmative vote reflect investor acceptance of the proposed acquisition structure and terms negotiated between the boards of directors of both companies.

Record Date and Voting Statistics

The special meeting was conducted virtually on July 23, 2026, at 10:00 a.m. Eastern Time. As of the record date on June 15, 2026, there were 262,609,433 shares of Organon Common Stock outstanding and entitled to vote at the meeting. The company disclosed that each holder of Common Stock was entitled to one vote for each share held as of the record date. The presence of 195,675,859 shares represented virtually or by proxy at the meeting exceeded the threshold necessary to establish a quorum for conducting business, enabling the stockholders to formally consider and vote upon the proposals.

Notably, the disclosure indicates that there were zero broker non-votes recorded for either proposal presented at the meeting. This indicates that all shares represented at the meeting were voted or abstained with respect to both the merger agreement adoption and the advisory compensation proposal. The absence of broker non-votes suggests that the matters presented were not subject to broker discretionary voting limitations.

Advisory Vote on Executive Compensation Approved

In addition to the primary merger proposal, Organon stockholders voted on a second proposal to approve, on a non-binding advisory basis, compensation that may be paid or become payable to the company's named executive officers in connection with the merger. This compensation-related proposal received 185,141,986 affirmative votes, with 9,553,830 votes against and 980,043 votes abstaining. The approval of this advisory proposal indicates that stockholders found the proposed executive compensation arrangements acceptable relative to the transaction terms.

The non-binding nature of this advisory vote means that while it carries significant weight as an expression of shareholder preference, it does not legally obligate the company or its board to modify any compensation arrangements. However, the strong affirmative support—approximately 95% of votes cast in favor based on the reported figures—suggests stockholder alignment with management compensation decisions related to the merger transaction. The Proxy Statement filed on June 17, 2026, contained detailed information regarding the proposed executive compensation, enabling stockholders to make informed decisions.

Merger Agreement Framework and Transaction Structure

The underlying merger agreement, executed on April 26, 2026, establishes the framework for the proposed acquisition. According to the disclosure, the agreement includes not only the primary parties—Organon, Sun Pharma USA, and Sun Pharma America, Inc.—but also incorporates Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc., and Sun Pharma (Netherlands) B.V. for purposes of certain specified provisions. This multi-entity structure suggests the involvement of international subsidiaries and coordination of regulatory or operational considerations across multiple jurisdictions.

The transaction contemplates a downstream merger in which Sun Pharma America, Inc., the subsidiary of Sun Pharma USA, will merge with and into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. This structure is typical of acquisition transactions where the acquiring company's subsidiary merges into the target, resulting in the target becoming a subsidiary of the acquirer. The stockholder approval obtained on July 23, 2026, represents a critical closing condition for advancing the transaction toward completion.

Proxy Statement and Disclosure Timeline

The company filed its definitive proxy statement with the Securities and Exchange Commission on June 17, 2026, in advance of the July 23, 2026, special meeting. The proxy statement contained the proposals presented to stockholders, including detailed information regarding the merger agreement, the transaction rationale, the anticipated effects on Organon's business, financial projections where available, and executive compensation arrangements contingent upon the merger. The availability of this comprehensive disclosure document enabled stockholders to review material information prior to casting their votes.

The sequence of events—from the initial merger agreement execution on April 26, 2026, through the proxy filing on June 17, 2026, to the special meeting on July 23, 2026—followed the typical regulatory timeline for transactions of this magnitude. The interval between the proxy filing and the stockholder meeting allowed for any stockholder inquiries, proxy advisory firm recommendations, and investor consideration of the transaction terms and implications.

Implications for Organon's Shareholder Base

The approval of the merger agreement by Organon stockholders establishes the legal foundation for completing the acquisition by Sun Pharmaceutical Holdings USA, Inc. Shareholders who voted affirmatively have consented to the termination of Organon's independent public company status and its conversion into a subsidiary of Sun Pharma USA. This represents a fundamental change in the corporate structure and ownership of the company formerly known as Organon & Co., a Delaware corporation with its principal executive offices located at 30 Hudson Street, Floor 33, Jersey City, New Jersey.

The stockholder base will be affected by the merger structure and consideration terms outlined in the merger agreement and proxy statement, though the specific consideration details are not disclosed in the current filing. Shareholders who did not support the transaction—represented by the 2,573,118 votes against the merger agreement—retain whatever appraisal rights or other remedies may be available under Delaware corporate law and the merger agreement provisions, subject to the procedural requirements and limitations established in those documents.

Outstanding Shares and Voting Power

As of the record date, Organon had 262,609,433 shares of Common Stock outstanding with par value of $0.01 per share. The disclosure indicates that all shares had voting rights with respect to the proposals presented at the special meeting. The fact that 195,675,859 shares were represented, representing 74.51% of total voting power, demonstrates substantial participation in the stockholder vote. This participation level exceeds typical quorum requirements for special meetings and provided clear mandate approval for both proposals.

The capital structure reflected in the outstanding share count represents the equity base of Organon prior to the completion of the merger with Sun Pharma USA. Upon completion of the merger, this publicly traded common stock will cease to exist as a publicly traded security, and the resulting subsidiary will be owned entirely by Sun Pharma USA. The immediate impact on share trading will depend on the timing of transaction closing and any interim developments affecting the merger agreement or closing conditions.

Voting Against and Abstentions

While the overwhelming majority of stockholders who voted supported the merger agreement, 2,573,118 shares voted against the proposal and 326,189 shares abstained. The disclosure does not provide information regarding the stated reasons for opposition votes or abstentions, but such voting patterns are typical in acquisition transactions where some shareholders may believe the proposed consideration undervalues the company, have concerns about the acquirer's strategic direction, or have other reasons for opposing the transaction.

The minority opposition votes do not affect the validity or enforceability of the stockholder approval, as the affirmative vote substantially exceeded any threshold requirements. The disclosure of these voting details provides transparency regarding the extent of stockholder consensus and may be relevant for investors evaluating the strength of support for the transaction among the company's shareholder base at the time of the vote.

Execution and Corporate Authority

The report was signed on behalf of Organon & Co. by Kirke Weaver, identified as General Counsel and Corporate Secretary, on July 23, 2026, the date of the special meeting. The signature authority reflects the corporate governance and authorization requirements established by the Securities Exchange Act of 1934 for reporting significant corporate events. The filing of this report on Form 8-K, as required by Section 13 or 15(d) of the Securities Exchange Act, ensures that the SEC and investors receive prompt notice of the stockholder approval.

The Delaware incorporation status of Organon & Co., reflected in the filing header, establishes the legal jurisdiction governing the company's operations and the merger transaction. Organon's Commission File Number 001-40235 and I.R.S. Employer Identification Number 46-4838045 provide the identifying information for SEC records and federal tax purposes. The contact information listed at 30 Hudson Street, Floor 33, Jersey City, New Jersey, with telephone number (551) 430-6900, represents the company's principal executive offices as of the filing date.