Organon (OGN) Proxy filing summary

Executive summary

• 2025 revenue reached $6.2 billion with $1.9 billion in adjusted EBITDA, driven by strong biosimilars and new product launches, despite industry challenges and loss of exclusivity for key products.

• Over $200 million in operational cost savings achieved, maintaining EBITDA margins year-over-year.

• Dividend payout ratio was lowered and proceeds from a divestiture were used to reduce debt, reflecting a focus on balance sheet improvement.

• Leadership transition included appointment of an Interim CEO and Executive Chair, with an ongoing CEO search.

• 2026 priorities include sustaining portfolio performance, reducing leverage, and selective investment in competitive areas.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors for one-year terms, a non-binding advisory vote on executive compensation, approval of an amendment to the 2021 Incentive Stock Plan, and ratification of PwC as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten nominees, 70% women, 50% racially or ethnically diverse, and 90% independent.

• Four standing committees: Audit, Talent, ESG, and Portfolio Development, all composed solely of independent directors.

• Annual board, committee, and individual director evaluations are conducted, with a focus on succession planning and board diversity.

• Proxy access allows shareholders with 3% ownership for three years to nominate up to 20% of the board.

• No poison pill or supermajority voting provisions; stock ownership guidelines in place for directors and executives.