Date of Report (Date of earliest event reported) May 26, 2022 (May 24, 2022)
Merck & Co., Inc.
(Exact name of registrant as specified in its charter)
New Jersey
1-6571
22-1918501
(State or other jurisdiction
(Commission
(I.R.S Employer
of incorporation)
File Number)
Identification No.)
126 East Lincoln Avenue
Rahway
New Jersey
07065
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code) (908) 740-4000
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
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))
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.
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 ($0.50 par value)
MRK
New York Stock Exchange
0.500% Notes due 2024
MRK 24
New York Stock Exchange
1.875% Notes due 2026
MRK/26
New York Stock Exchange
2.500% Notes due 2034
MRK/34
New York Stock Exchange
1.375% Notes due 2036
MRK 36A
New York Stock Exchange
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of Merck & Co., Inc. (the "Company") was held on May 24, 2022.
(b) Shareholders voted on the matters set forth below:
1.The following nominees were elected to the Company’s Board of Directors to hold office until the Company’s next Annual Meeting of Shareholders and received the number of votes set forth opposite their names:
Names
Votes For
Votes Against
Abstentions
Broker Non-Votes
Douglas M. Baker, Jr.
1,780,984,040
6,528,771
4,691,991
323,364,405
Mary Ellen Coe
1,779,429,445
7,859,159
4,916,198
323,364,405
Pamela J. Craig
1,692,355,200
95,577,191
4,272,411
323,364,405
Robert M. Davis
1,774,674,995
12,884,351
4,645,456
323,364,405
Kenneth C. Frazier
1,732,254,447
54,859,038
5,091,317
323,364,405
Thomas H. Glocer
1,697,902,650
88,973,584
5,328,568
323,364,405
Risa J. Lavizzo-Mourey, M.D.
1,756,457,228
31,502,898
4,244,676
323,364,405
Stephen L. Mayo, Ph.D.
1,781,071,829
6,746,997
4,385,976
323,364,405
Paul B. Rothman, M.D.
1,779,382,586
7,669,301
5,152,915
323,364,405
Patricia F. Russo
1,536,818,865
250,967,059
4,418,878
323,364,405
Christine E. Seidman, M.D.
1,780,105,880
7,252,569
4,846,353
323,364,405
Inge G. Thulin
1,769,168,113
17,923,028
5,113,661
323,364,405
Kathy J. Warden
1,777,663,402
10,258,048
4,283,352
323,364,405
Peter C. Wendell
1,708,427,277
78,700,280
5,077,245
323,364,405
2.Non-binding advisory vote to approve the compensation of our named executive officers:
1,638,611,142 votes FOR
144,654,654 votes AGAINST
8,939,006 shares abstained from voting
323,364,405 broker non votes
3.Ratification of the appointment of the Company’s independent registered public accounting firm for 2022:
A majority of the votes cast was required for all six proposals to be approved.
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.
