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): April 15, 2025

 

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 Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 15, 2025, the Board of Directors (the “Board”) of Organon & Co. (the “Company”), upon the recommendation of the Environmental, Social and Governance Committee of the Board, determined that effective July 1, 2025, (i) the size of the Board will be increased by one person and (ii) the appointment of Ramona A. Sequeira will become immediately effective to fill the resulting vacancy. Ms. Sequeira will serve on the Talent Committee of the Board, effective upon her July 1, 2025 appointment to the Board.

 

There is no arrangement or understanding between Ms. Sequeira and any other person pursuant to which she was selected as a director of the Company, and there are no family relationships between Ms. Sequeira and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Sequeira has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

 

Like other non-employee directors, Ms. Sequeira will receive compensation for her service as a director in accordance with the Company’s director compensation program, as described under “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2024. Ms. Sequeira will receive pro-rated cash compensation for her service as a non-employee director during 2025. In connection with her service on the Board, the Company and Ms. Sequeira will enter into an Indemnification Agreement, a form of which was filed as Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No. 001-40235) filed on June 3, 2021.

 

Item 7.01

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 15, 2025, the Company issued a press release relating to the matters set forth in Item 5.02 of this report. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that Section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

 

Exhibit No.		Description
99.1		Press release, dated April 15, 2025.
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 & Corporate Secretary

 

Dated: April 15, 2025