Organon & Co. (OGN)
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AGM 2024

Jun 4, 2024

Operator

This is Organon & Co.'s 2024 Annual Meeting of Shareholders. My name is Paul, and I will be the operator of the meeting and will be assisting the speakers this morning. I will now turn the meeting over to Kirke Weaver, Organon's General Counsel and Corporate Secretary.

Kirke Weaver
General Counsel and Corporate Secretary, Organon

Good morning, and welcome, everyone. Thank you for joining us today. I'm Kirke Weaver, Organon's General Counsel and Corporate Secretary. We'll begin with a short briefing about the process for today's virtual meeting, the format of which allows us to be more inclusive and reach a greater number of our shareholders than an in-person meeting. We designed the format of our annual meeting to ensure that our shareholders who have logged into today's meeting using their 16-digit control number will be provided similar rights and opportunities to participate as they would be at an in-person meeting, including the ability to vote and ask questions. It is now 9:02 A.M. Eastern Daylight Time. The polls are now open for voting. The annual meeting will follow the agenda displayed on the virtual meeting website. Following the introductions and opening remarks, we will conduct the formal business of the meeting.

After we conclude the formal portion of the meeting, Organon CEO, Kevin Ali, will speak briefly about the company and answer some questions submitted before or during the meeting. Shareholders who have logged into the virtual meeting using their 16-digit control number will be able to submit questions by typing them into the Ask the Question field on the Virtual Meeting website and clicking Submit. In order to ensure an orderly meeting, we ask that everyone follow the rules of conduct available electronically in the meeting portal at the bottom of your screen. Please also note that this meeting is being recorded. However, no one attending via webcast or telephone is permitted to use any audio recording device. If you experience any technical difficulties during the meeting, please call the technical support number posted near the meeting portal on your screen.

In the event we experience any technical difficulties before the conclusion of the formal business of the meeting, we may temporarily adjourn and reconvene the meeting in accordance with our bylaws. I would now like to turn things over to our Chairman of the Board and Chair of the Talent Committee, Carrie Cox, for her welcome remarks.

Carrie Cox
Chairman of the Board and Chair of the Talent Committee, Organon

Thank you, Kirke, and welcome, everyone. Thank you for joining us today. We are delighted to be hosting our third Annual Meeting of Shareholders. Participating in this meeting are all the members of our board, including Robert Essner, who chairs our Environmental, Social and Governance Committee, Alan Ezekowitz, Helene Gayle, Rochelle Lazarus, Deborah Leone, Martha McGarry, Philip Ozuah, Chair of our Portfolio Development Committee, Cynthia Patton, Grace Puma, Shalini Sharp, Chair of our Audit Committee, Ma. Fatima de Vera Francisco, and Kevin Ali, who is also our CEO. I would like to take a moment to express my very deep gratitude to Ma. Fatima de Vera Francisco, who is not standing for re-election to our board at this annual meeting. Since 2021, Fatima has contributed significantly to our company and to our board, and I would like to thank her very, very much for her leadership and dedicated service.

Also joining us today are our executive officers, including Kevin Ali, Aaron Falcione, Susie Fiedler, Juan Camilo Arjona Ferreira, Joe Morrissey, Vic Nisita, Rachel Stahler, Matt Walsh, and Kirke Weaver. Mark Bode, a representative of PricewaterhouseCoopers LLP, Organon's independent registered public accounting firm, is present as well, as is Michael Barbera, who serves as the Inspector of Election for this proceeding. It is now 9:05 A.M. Eastern Daylight Time, and this meeting is officially called to order. At this time, I will ask Kirk e to commence the official business of the meeting.

Kirke Weaver
General Counsel and Corporate Secretary, Organon

Thank you, Carrie. Only matters for which notice has been given in accordance with our bylaws may be brought before the annual meeting. Those matters are set forth as proposals in the proxy statement relating to this meeting. This annual meeting was called by Organon's Board of Directors, who fixed April 8, 2024, as the record date for determining shareholders entitled to vote at this meeting. A copy of the proxy statement, which includes the notice of the meeting and the affidavit of mailing, establishing that the notice of the annual meeting was duly given, will be filed with the minutes of this meeting. Michael Barbera, a representative of the American Election Services, has been appointed to act as the Inspector of Election for the annual meeting and will tabulate the vote of the shareholders.

He has signed the Oath of the Inspector of Election, which will be filed with the minutes of the meeting. As of the record date, there were 257,172,661 shares of common stock outstanding and entitled to vote at this meeting. The Inspector of Election has informed me that immediately prior to the commencement of this meeting, we have represented in person or by proxy, 221,498,273 shares of common stock, or approximately 86.12% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date, a quorum is present for purposes of transacting business.

As I announced earlier, the polls are open for voting. Shareholders who have not already voted or wish to change their votes can vote their shares online by clicking the Vote Here button on their screen. Note that if you did not use a 16-digit control number to enter the meeting, you may not vote at the meeting. If you have previously voted by proxy and do not wish to change your prior vote, your vote will be cast as previously instructed, and no further action is required. If you have already voted in advance of this meeting, a vote at this meeting will supersede your earlier vote. Please note, the polls will be closing immediately after we address any questions relating to the proposals. Since the legal notice of this annual meeting has been given and a quorum is present, this meeting is properly convened and open for business.

Our first item of business is the election of four Class three directors to hold office until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified. The Class three director nominees are Kevin Ali, Martha E. McGarry, Philip Ozuah, and Shalini Sharp. The second matter to be voted on is the non-binding advisory vote to approve the compensation of Organon's named executive officers as described in Organon's proxy statement. The third matter to be voted on is the ratification of the appointment of PricewaterhouseCoopers as Organon's independent registered public accounting firm for 2024. The board of directors unanimously recommends that shareholders vote for each of these proposals. No other items of business have been properly brought before the meeting. We will now address any shareholder questions that we have received relating to the matters being voted on today.

As a reminder, all questions must adhere to the rules of conduct, which, as I noted earlier, are available electronically in the meeting portal at the bottom of your screen. Jennifer Halchak, Organon's Vice President of Investor Relations, is here to read the questions we will answer today. Jen, do we have any questions on these proposals?

Jennifer Halchak
VP of Investor Relations, Organon

No, Kirke, there are no questions on these proposals.

Kirke Weaver
General Counsel and Corporate Secretary, Organon

Thank you, Jen. In a moment, we will close the polls. As a reminder, shareholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote, do not need to take any further action. I would now like to confirm that all online ballots have been submitted. It appears that all proxies and online ballots have been submitted and all voting has been completed. It is now 9:08 A.M., Eastern Daylight Time, and I hereby declare the poll is closed.

We have been informed by the Inspector of Election that the preliminary vote report shows that a majority of the company's shareholders, as provided in the company's bylaws and proxy statement, have voted for the election of each of the director nominees for the non-binding advisory vote to approve the compensation of Organon's named executive officers as described in Organon's proxy statement, and for the ratification of the appointment of PricewaterhouseCoopers LLP as Organon's independent registered public accounting firm for 2024. Thus, I declare that each director nominee has been elected, the non-binding advisory vote on the 2023 compensation of our named executive officers has been approved, and the appointment of PricewaterhouseCoopers LLP as Organon's independent registered public accountants for 2024 has been ratified.

We will report the final vote results in a Form 8-K filing with the Securities and Exchange Commission within the next few days in compliance with SEC rules. With that, I will turn the meeting back over to our Chairman, Carrie Cox.

Carrie Cox
Chairman of the Board and Chair of the Talent Committee, Organon

Thank you, Kirke. The time is now 9:09 A.M. Eastern Daylight Time. There being no further business to come before the meeting, the annual meeting of shareholders of Organon is now concluded. Here to provide a brief presentation followed by some Q&A is our CEO, Kevin Ali.

Kevin Ali
CEO, Organon

Thank you, Carrie, and thanks to everyone joining us today for your continued interest and engagement. Before we begin, Jen will make brief remarks about any forward-looking statements made by me today.

Jennifer Halchak
VP of Investor Relations, Organon

Thank you, Kevin. I'd like to remind our listeners that some of our discussion today may relate to forward-looking statements. Forward-looking statements are statements about, among other things, financial projections, management plans or objectives, or future performance. Actual results may differ materially from those projected by any forward-looking statements. Please see our annual report on Form 10-K for a discussion of certain risk factors that could materially or adversely affect our business, financial condition, and results of operations. In addition, some of our discussion today may relate to non-GAAP financial measures in this meeting, which should be considered a supplement to, and not a substitute for, financial measures prepared in accordance with GAAP.

A reconciliation of these non-GAAP measures to the comparable GAAP measures is included in Appendix A within today's presentation, Appendix A to the proxy statement related to this meeting, as well as our May 2, 2024, press release relating to our first quarter financial results, which is available at our website, www.organon.com.

Kevin Ali
CEO, Organon

Thank you, Jen. I hope everyone had an opportunity to watch the video at the top of today's program. I shared it with our colleagues ahead of this year's International Women's Day. It's a message that underscores that we at Organon aim to lead the change we want to see reflected in the world. Yesterday marked our third anniversary as an independent company. During this time, we built a profitable business that continues to advance an important global vision: to create a better and healthier every day for every woman. 2023 was a critical year that showed we continue to have the right strategy to deliver value to our shareholders and all our stakeholders. Let me talk about our performance. I'll start by recapping our key metrics looking at the full year 2023.

For the year, we reported total revenues of $6.3 billion, up 3% at constant currency. We grew across all three franchises, women's health, biosimilars, and established brands, as well as all five geographies. Our women's health franchise grew 3% ex FX year-over-year. In 2023, our fertility portfolio returned to U.S. market leadership in covered lives after almost two decades. Also in 2023, Nexplanon surpassed the best-selling, long-acting, reversible contraceptive to achieve the number one market share in that segment. Moving to market leadership is a key milestone and speaks to how Nexplanon is driving performance in that segment. We believe that Nexplanon will be on a billion-dollar annual run rate in 2025. Turning back to biosimilars, the franchise grew 24% ex FX in 2023 due to the continued strength in the portfolio and the launch of Hadlima.

Our strategy here is to provide access to important medicines and create potential savings for patients. We also grew established brands, 2% ex FX year-over-year. This marked the second consecutive year of growth for this business, demonstrating the durability of the portfolio. Our financial performance, together with our disciplined expense control, enabled us to return $294 million to shareholders in the form of cash dividends. We recognize that women's health spans all her life stages. In 2023, we moved forward on our strategic imperative to pursue R&D and business development opportunities that address conditions that are unique to women, disproportionately affect women, or impact women differently.

Policy makers around the world continue to acknowledge how our portfolio can help improve the well-being of their people, and in many cases, help their economies address critical demographic challenges like falling birth rates or high rates of unintended pregnancies. Importantly, we are nearly halfway to our global goal to help prevent 120 million unplanned pregnancies by 2030. In 2023, we launched Her Plan Is Her Power, an initiative that builds on and accelerates this important work, focusing on global action as well as community-led responses. 2023 also marked the completion of the implementation of our global enterprise resource planning system, or ERP, which run many of our core processes. This system will increase our efficiency and agility as we move forward. I'm proud to share we completed this deployment much faster than originally planned and well ahead of industry standards.

We enter 2024 with strong momentum. In the first quarter, we reported revenue of $1.6 billion, a 7% growth rate at constant currency. Our financial performance in Q1 reinforces our confidence that we can deliver our third year of revenue growth at constant currency. Our focus for the rest of 2024 is driving profitable growth, remaining disciplined on operating costs, and investing in new opportunities inside and outside our business that complement our strengths. Looking ahead, we're poised to further unlock this company's great potential. Our leadership team and board continue to work closely to advance Organon's growth strategy, and we are tremendously proud of the company's founders and their commitment and passion for the company. I feel energized by the foundation we're building today, as well as Organon's future.

Our efforts up to this point, coupled with conversations I've had with patients, healthcare professionals, policymakers, and others, underline all that sets Organon apart, and it strengthens my conviction we will meet our ambitions in women's health. We will continue to advance our pipeline, bring in new assets through partnerships and business development, and accelerate our efforts to bring these needed innovations to women and girls around the world. Thank you for your continued support as we remain here for her health. As Carrie mentioned earlier, we're now going to answer questions which shareholders submitted prior to and during the meeting. I'll now turn it over to Jen to moderate this session.

Jennifer Halchak
VP of Investor Relations, Organon

Thank you, Kevin. So the first question is one we often get from investors, and that is: What is Organon's longer-term potential for revenue growth?

Kevin Ali
CEO, Organon

The midpoint of our 2024 revenue guidance would suggest that 2024 would represent our third consecutive year of low single-digit revenue growth on a constant currency basis. Underpinning this outlook is our view that in 2024, our biosimilars business and Nexplanon, our largest product, should grow double digits on a constant currency basis. Importantly, since becoming a standalone company, we have been able to stabilize this Established Brands business, which represents about two-thirds of the company. In fact, with the entrepreneurial focus we have put behind those brands, that franchise actually grew over the last two years on a constant currency basis, and we have stable outlook for the franchise in 2024. Together, our three franchises generate substantial cash flow that we believe will provide ample financial flexibility for continued business development, which will help to augment our growth profile over the medium term.

Jennifer Halchak
VP of Investor Relations, Organon

Thank you, Kevin. And since you mentioned business development as a use of free cash flow, that's a good segue to the next question, and that is, what are Organon's capital allocation priorities?

Kevin Ali
CEO, Organon

Thank you. Organon has generated and continues to generate more than ample cash flow to service its dividend. In fact, at the beginning of the year, ahead of our participation in the JPMorgan conference, we issued a press release stating that our annual dividend remains our primary capital allocation priority. We expect to continue to use our remaining free cash flow to achieve our additional capital allocation objectives, which include discretionary debt repayment, and as I mentioned, the acquisition of assets that have the potential to enhance Organon's growth profile.

Jennifer Halchak
VP of Investor Relations, Organon

Thank you. And, we've had a few questions about costs and margins, so I'm combining them here. Organon has executed some restructuring in order to reduce costs. Will these actions result in margin improvement over time?

Kevin Ali
CEO, Organon

Well, our Adjusted EBITDA margin guide of 31%-33% for the full year signals that we are committed to holding the line or better on Adjusted EBITDA margins in 2024, which we expect to achieve in part through operating expense management. Delivering this financial profile is key for us to be able to continue advancing on our vision of a better and healthier every day for every woman, and there's a tremendous opportunity in women's health to address significant unmet needs, and we're well-positioned at the forefront of that effort.

Jennifer Halchak
VP of Investor Relations, Organon

So your comment about the opportunity in women's health is a good segue into the next question, and that is, will Organon continue to focus on women's health?

Kevin Ali
CEO, Organon

Yes, we remain focused on women's health and advancing on our vision. Before Organon, there wasn't a global healthcare company of our size dedicated to women's health, but there was a need. I've shared this data before. Women's Health globally has received paltry amounts of investment, with only 4% of all pharmaceutical R&D spending being directed at women's health conditions. We find the status quo unacceptable, so we at Organon made it our mission to focus on solutions that enable women to live longer, healthier, and more productive lives.... We launched three years ago with contraception and fertility assets, therapy areas that continue to grow for Organon. We also continue to assess commercialization opportunities and health conditions that are unique to women, disproportionately affect women, or impact women differently. Take, for example, Jada, which we acquired as part of our acquisition of Alydia Health.

Jada is intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted. To date, over 50,000 women have been treated successfully with the Jada system. We've also made clinical investments in areas of high unmet need, like minimally invasive laparoscopic hysterectomies, polycystic ovary syndrome, and endometriosis, and we're not done. In order to truly improve the health of women, we need to focus on conditions that not only impact women but that also disproportionately impact women. A perfect example of this is our recent licensing agreement for two migraine assets. Migraines are three times more common in women than in men.

Jennifer Halchak
VP of Investor Relations, Organon

Thank you, Kevin. So this looks like it is our last question. So the company has in place a director resignation governance policy that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does this policy undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director's status?

Kevin Ali
CEO, Organon

Well, our majority vote resignation policy is a common governance provision and has never come up as an issue for us, and we take shareholder input very seriously.

Jennifer Halchak
VP of Investor Relations, Organon

All right, thank you. So with that, I think that concludes the Q&A session of our meeting, and I'll hand it back to our chairman, Carrie Cox.

Carrie Cox
Chairman of the Board and Chair of the Talent Committee, Organon

Thank you. This concludes the meeting. Again, I want to thank everyone, especially our shareholders, for our attendance today and for your ongoing support. It is both a privilege and a pleasure to be part of such a remarkable company. We are driven by a vision and commitment for a better and healthier every day for every woman. Thank you very much.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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