Organon Shareholders Endorse Merger with Sun Pharmaceutical Holdings USA in July 2026 Vote

Strong Shareholder Support Secures Sun Pharma Acquisition

During the July 23, 2026 special meeting, Organon shareholders decisively approved the merger with Sun Pharmaceutical Holdings USA, Inc. The merger agreement, initially signed on April 26, 2026, outlines the merger of Sun Pharma America, Inc.—a wholly owned subsidiary of Sun Pharma USA—into Organon, which will continue as a wholly owned subsidiary of Sun Pharma USA. Voting results showed 192,776,552 shares in favor, 2,573,118 against, and 326,189 abstentions.

The results reflect broad shareholder consensus on the transaction. The 195,675,859 shares present represented 74.51% of Organon's Common Stock voting power as of the June 15, 2026 record date. This quorum and the strong affirmative vote indicate investor approval of the acquisition terms negotiated by both companies' boards.

Record Date and Voting Details

The virtual special meeting took place on July 23, 2026, at 10:00 a.m. Eastern Time. On the June 15, 2026 record date, 262,609,433 shares of Organon Common Stock were outstanding and eligible to vote. Each share entitled its holder to one vote. The presence of 195,675,859 shares, either virtually or by proxy, surpassed the quorum requirement, allowing formal consideration and voting on the proposals.

Importantly, there were no broker non-votes recorded for either proposal, indicating all shares represented were voted or abstained on both the merger agreement and the advisory compensation proposal. This absence of broker non-votes suggests no broker discretionary voting limitations applied.

Advisory Approval of Executive Compensation

Shareholders also approved, on a non-binding advisory basis, the executive compensation related to the merger. This proposal received 185,141,986 votes in favor, 9,553,830 against, and 980,043 abstentions. The strong approval indicates shareholders found the proposed compensation arrangements acceptable within the transaction context.

While advisory and non-binding, this vote reflects shareholder sentiment and does not legally compel changes to compensation. However, the approximately 95% affirmative vote demonstrates alignment with management's compensation decisions. Detailed executive compensation information was provided in the Proxy Statement filed on June 17, 2026.

Merger Agreement and Transaction Structure

The merger agreement dated April 26, 2026, sets the acquisition framework. It involves Organon, Sun Pharma USA, Sun Pharma America, Inc., and also includes Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc., and Sun Pharma (Netherlands) B.V. for certain provisions. This multi-entity involvement indicates coordination across international subsidiaries and regulatory jurisdictions.

The transaction is structured as a downstream merger where Sun Pharma America, Inc. merges into Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA. This is a common acquisition structure where the acquiring company's subsidiary merges into the target. The July 23, 2026 shareholder approval is a key closing condition to move the deal forward.

Proxy Statement and Disclosure Timeline

Organon filed its definitive proxy statement with the SEC on June 17, 2026, ahead of the July 23, 2026 meeting. The proxy included the merger proposal, transaction rationale, expected business impacts, financial projections where applicable, and executive compensation details. This comprehensive disclosure enabled shareholders to make informed voting decisions.

The timeline—from the April 26, 2026 merger agreement to the June 17 proxy filing and July 23 meeting—follows standard regulatory procedures for transactions of this scale. The interval allowed for shareholder questions, proxy advisory reviews, and investor evaluation.

Impact on Organon's Shareholders

Shareholder approval legally enables the acquisition by Sun Pharmaceutical Holdings USA, Inc. Those voting in favor consented to Organon's transition from an independent public company to a subsidiary of Sun Pharma USA. This represents a major change in Organon's corporate structure and ownership. Organon & Co. is a Delaware corporation headquartered at 30 Hudson Street, Floor 33, Jersey City, New Jersey.

Shareholders opposing the merger—2,573,118 votes against—retain appraisal rights or other remedies under Delaware law and the merger agreement, subject to procedural requirements. Specific merger consideration details were not disclosed in the filing.

Outstanding Shares and Voting Participation

As of June 15, 2026, Organon had 262,609,433 shares of Common Stock outstanding with a par value of $0.01 each. All shares carried voting rights on the proposals. The 195,675,859 shares represented at the meeting accounted for 74.51% of total voting power, exceeding quorum and demonstrating strong shareholder engagement and mandate approval.

This equity base represents Organon's capital structure prior to merger completion. Upon closing, Organon's publicly traded stock will cease trading, and the company will become a wholly owned subsidiary of Sun Pharma USA. The timing of trading cessation depends on closing and any interim developments.

Opposition Votes and Abstentions

Despite overwhelming support, 2,573,118 shares voted against the merger and 326,189 abstained. Reasons for opposition or abstention were not disclosed but commonly include concerns over valuation, strategic direction, or other transaction aspects.

The minority opposition does not affect approval validity, as affirmative votes far exceeded required thresholds. Disclosure of these voting patterns provides transparency on shareholder consensus strength.

Corporate Authorization and Reporting

The report was signed by Kirke Weaver, General Counsel and Corporate Secretary of Organon & Co., on July 23, 2026, the meeting date. This reflects compliance with Securities Exchange Act of 1934 governance and reporting requirements. Filing this Form 8-K ensures timely SEC and investor notification of shareholder approval.

Organon's Delaware incorporation governs the merger. The company’s SEC Commission File Number is 001-40235, and its IRS Employer Identification Number is 46-4838045. The principal executive office is located at 30 Hudson Street, Floor 33, Jersey City, New Jersey, with phone number (551) 430-6900.