Organon (OGN) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten director nominees for the board, each recommended for approval.

• Advisory approval of executive compensation for named executive officers is on the agenda.

• Proposal to amend and restate the 2021 Incentive Stock Plan is up for shareholder approval.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 is included.

• Proxies may vote on other business that arises during the meeting or any adjournment.

Board of directors and corporate governance

• Ten director nominees are presented for election, including individuals with medical, executive, and governance backgrounds.

Executive compensation and say-on-pay

• Shareholders are asked to approve, on a non-binding advisory basis, the compensation of named executive officers.

• An amendment and restatement of the 2021 Incentive Stock Plan is proposed for approval.