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Published: 2021-02-04 11:16:01 ET
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): February 1, 2021 (February 4, 2021)

Merck & Co., Inc.
(Exact name of registrant as specified in its charter)

New Jersey
1-6571
22-1918501
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S Employer Identification No.)


2000 Galloping Hill Road, Kenilworth, NJ
07033
(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
1.125% Notes due 2021
 MRK/21
 New York Stock Exchange
0.500% Notes due 2024
 MRK24
 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
 MRK36A
 New York Stock Exchange

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)(c)(d)

Merck & Co., Inc. (the “Company”) announced that Kenneth C. Frazier, the Company’s Chairman and Chief Executive Officer will retire as Chief Executive Officer, effective June 30, 2021.  After his retirement, Mr. Frazier will continue as Executive Chairman of the Company for a transition period to be determined by the Board of Directors (“Board”).

In addition, on February 1, 2021, the Board unanimously elected Robert M. Davis, age 54, the Company’s current Executive Vice President, Global Services and Chief Financial Officer, to serve as President of the Company, effective April 1, 2021, and as the Chief Executive Officer and a director of the Company, effective July 1, 2021.

On February 4, 2021, the Company issued a press release (the “Press Release”) announcing the foregoing.  The Press Release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits

Press Release issued February 4, 2021


104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Merck & Co., Inc.



Date: February 4, 2021
By:
/s/  Jennifer Zachary


Name:
 Jennifer Zachary


Title:
 Executive Vice President, General Counsel and Corporate Secretary