Organon (OGN) AGM 2025 summary

Opening remarks and agenda

• The meeting was conducted virtually to enhance inclusivity and shareholder participation, with voting and Q&A capabilities provided online.

• All board members, executive officers, and key external representatives, including the independent auditor and inspector of elections, were present.

• The agenda included director elections, executive compensation, incentive plan amendments, auditor ratification, and a shareholder proposal.

Board and executive committee updates

• Board nominees for re-election were listed, and the board unanimously recommended approval of all management proposals.

• The board opposed the shareholder proposal on director resignation guidelines, citing existing robust governance practices.

Shareholder proposals

• A shareholder proposal sought to require automatic acceptance of director resignations if not re-elected, aiming to strengthen shareholder voting rights.

• The board recommended voting against the proposal, considering it overly prescriptive.

• The proposal received 20.9% affirmative votes, failing to pass.