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) May 26, 2023 (May 23, 2023)

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.)
 
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 23, 2023.

(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
Percent of Votes
Cast For
Douglas M. Baker, Jr.
1,831,441,722
33,955,060
4,441,078
303,475,463
98.17%
Mary Ellen Coe
1,831,352,905
33,590,197
4,894,758
303,475,463
98.19%
Pamela J. Craig
1,825,716,789
39,919,623
4,201,448
303,475,463
97.86%
Robert M. Davis
1,701,209,534
157,428,174
11,200,152
303,475,463
91.52%
Thomas H. Glocer
1,727,334,643
137,793,210
4,710,007
303,475,463
92.61%
Risa J. Lavizzo-Mourey, M.D.
1,817,190,279
48,426,594
4,220,987
303,475,463
97.40%
Stephen L. Mayo, Ph.D.
1,853,609,739
11,176,418
5,051,703
303,475,463
99.40%
Paul B. Rothman, M.D.
1,852,736,770
12,058,989
5,042,101
303,475,463
99.35%
Patricia F. Russo
1,606,388,270
258,957,288
4,492,302
303,475,463
86.11%
Christine E. Seidman, M.D.
1,852,721,080
12,244,549
4,872,231
303,475,463
99.34%
Inge G. Thulin
1,809,508,166
55,312,366
5,017,328
303,475,463
97.03%
Kathy J. Warden
1,823,144,498
41,748,693
4,944,669
303,475,463
97.76%
Peter C. Wendell
1,783,743,993
81,345,153
4,748,714
303,475,463
95.63%

2.
Non-binding advisory vote to approve the compensation of our named executive officers:

 
1,697,425,819
  
votes FOR
       
 
161,718,633
  
votes AGAINST
       
or an affirmative vote of 91.30% of the total votes cast.
       
 
10,693,408
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

3.
Non-binding advisory vote to approve the frequency of future votes to approve the compensation of our named executive officers:

 
1,835,407,619
  
votes ONE YEAR
       
 
3,907,809
  
votes TWO YEARS
       
 
24,899,809
  
votes THREE YEARS
       
or an affirmative vote of 99.98% of the total votes cast.
       
 
5,622,623
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

4.
Ratification of the appointment of the Company’s independent registered public accounting firm for 2023:

 
2,043,709,187
  
votes FOR
       
 
124,208,470
  
votes AGAINST
       
or an affirmative vote of 94.27% of the total votes cast.
       
 
5,395,666
  
shares abstained from voting.

5.
Shareholder proposal regarding business operations in China:

 
69,754,041
  
votes FOR
       
 
1,748,779,515
  
votes AGAINST
       
or an affirmative vote of 3.83% of the total votes cast.
       
 
51,304,304
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

6.
Shareholder proposal regarding access to COVID-19 products:

 
574,496,614
  
votes FOR
       
 
1,264,355,494
  
votes AGAINST
       
or an affirmative vote of 31.24% of the total votes cast.
       
 
30,985,752
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

7.
Shareholder proposal regarding indirect political spending:

 
134,569,780
  
votes FOR
       
 
1,706,198,205
  
votes AGAINST
       
or an affirmative vote of 7.31% of the total votes cast.
       
 
29,069,875
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

8.
Shareholder proposal regarding patents and access:

 
571,866,383
  
votes FOR
       
 
1,266,959,770
  
votes AGAINST
       
or an affirmative vote of 31.09% of the total votes cast.
       
 
31,011,707
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

9.
Shareholder proposal regarding a congruency report of partnerships with globalist organizations:

 
21,684,751
  
votes FOR
       
 
1,822,435,800
  
votes AGAINST
       
or an affirmative vote of 1.17% of the total votes cast.
       
 
25,717,309
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

10.
Shareholder proposal regarding an independent board chairman:

 
604,053,803
  
votes FOR
       
 
1,258,675,075
  
votes AGAINST
       
or an affirmative vote of 32.42% of the total votes cast.
       
 
7,108,982
  
shares abstained from voting.
       
 
303,475,463
  
broker non votes.

A majority of the votes cast was required for all ten 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.
Merck & Co., Inc.


Date: May 26, 2023
By:
/s/ Kelly E. W. Grez


Kelly E. W. Grez


Corporate Secretary