8-K
Organon & Co. (OGN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date
of earliest event reported): December 4, 2024
Organon
& Co.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40235 | 46-4838035 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| incorporation) | ||
| 30 Hudson Street**, Floor 33** , Jersey City , NJ | 07302 | |
| (Address and principal executive<br><br> offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: (551)<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br> 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<br> each class | Trading<br> <br><br>Symbol(s) | Name of<br> each exchange on which<br><br> 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On December 4, 2024, Ms. Martha E. McGarry notified Board of Directors (the “Board”) of Organon & Co. (the “Company”) of her decision to resign from the Board and as a member of the Talent Committee of the Board effective immediately. McGarry’s resignation was not the result of any disagreement with the Company on a matter related to the Company’s operations, policies and practices.
| Exhibit No. | Description |
|---|---|
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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/<br>Kirke Weaver | |
| Name: | Kirke Weaver | |
| Title: | General Counsel & Corporate Secretary |
Dated: December 6, 2024