Form 8-K Organon & Co. For: Dec 06

December 9, 2022 6:04 AM EST

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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 6, 2022


Organon & Co.

(Exact name of registrant as specified in its charter)


Delaware    001-40235    46-4838035
(State or other jurisdiction    (Commission    (I.R.S. Employer
of incorporation)    File Number)    Identification No.)
30 Hudson Street, Floor 33,
Jersey City, NJ
(Address of 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 3.03Material Modification to Rights of Security Holders


To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Form 8-K is incorporated herein by reference.


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On December 6, 2022, the Board of Directors Organon & Co. (the “Company”) approved and adopted Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective December 6, 2022.


The Amended Bylaws amended and restated the Company’s prior bylaws primarily to make compliance with the applicable provisions of the “universal proxy card” rules, as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), a requirement for a shareholder’s eligibility to nominate a director candidate.


Among other things, the Amended Bylaws:


·address the universal proxy card rules by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19, including applicable notice and solicitation requirements;


·enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, such as requiring additional background information and disclosures regarding the proposing stockholders and the proposed nominees or other business; and


·make certain technical, modernizing and clarifying changes.


The foregoing description of the terms of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.


Item 9.01Financial Statements and Exhibits.


(d)            Exhibits.


  Exhibit No.   Description
  3.1   Amended and Restated Bylaws of Organon & Co., effective as of December 6, 2022.
  104   The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.







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/ Matthew Walsh
    Name: Matthew Walsh
    Title: Chief Financial Officer


Dated: December 9, 2022









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