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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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(a) |
The Annual Meeting of Shareholders of Merck & Co., Inc. (the "Company") was held on May 23, 2023.
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(b) |
Shareholders voted on the matters set forth below:
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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:
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Names
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Percent of Votes
Cast For
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Douglas M. Baker, Jr.
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1,831,441,722
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33,955,060
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4,441,078
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303,475,463
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98.17%
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Mary Ellen Coe
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1,831,352,905
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33,590,197
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4,894,758
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303,475,463
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98.19%
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Pamela J. Craig
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1,825,716,789
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39,919,623
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4,201,448
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303,475,463
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97.86%
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Robert M. Davis
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1,701,209,534
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157,428,174
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11,200,152
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303,475,463
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91.52%
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Thomas H. Glocer
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1,727,334,643
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137,793,210
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4,710,007
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303,475,463
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92.61%
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Risa J. Lavizzo-Mourey, M.D.
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1,817,190,279
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48,426,594
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4,220,987
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303,475,463
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97.40%
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Stephen L. Mayo, Ph.D.
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1,853,609,739
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11,176,418
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5,051,703
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303,475,463
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99.40%
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Paul B. Rothman, M.D.
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1,852,736,770
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12,058,989
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5,042,101
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303,475,463
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99.35%
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Patricia F. Russo
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1,606,388,270
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258,957,288
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4,492,302
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303,475,463
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86.11%
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Christine E. Seidman, M.D.
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1,852,721,080
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12,244,549
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4,872,231
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303,475,463
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99.34%
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Inge G. Thulin
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1,809,508,166
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55,312,366
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5,017,328
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303,475,463
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97.03%
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Kathy J. Warden
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1,823,144,498
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41,748,693
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4,944,669
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303,475,463
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97.76%
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Peter C. Wendell
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1,783,743,993
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81,345,153
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4,748,714
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303,475,463
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95.63%
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2. |
Non-binding advisory vote to approve the compensation of our named executive officers:
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1,697,425,819
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votes FOR
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161,718,633
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votes AGAINST
|
||
or an affirmative vote of 91.30% of the total votes cast.
|
|||
10,693,408
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shares abstained from voting.
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303,475,463
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broker non votes.
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3. |
Non-binding advisory vote to approve the frequency of future votes to approve the compensation of our named executive officers:
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1,835,407,619
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votes ONE YEAR
|
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3,907,809
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votes TWO YEARS
|
||
24,899,809
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votes THREE YEARS
|
||
or an affirmative vote of 99.98% of the total votes cast.
|
|||
5,622,623
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shares abstained from voting.
|
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303,475,463
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broker non votes.
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4. |
Ratification of the appointment of the Company’s independent registered public accounting firm for 2023:
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2,043,709,187
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votes FOR
|
||
124,208,470
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votes AGAINST
|
||
or an affirmative vote of 94.27% of the total votes cast.
|
|||
5,395,666
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shares abstained from voting.
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5. |
Shareholder proposal regarding business operations in China:
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69,754,041
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votes FOR
|
||
1,748,779,515
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votes AGAINST
|
||
or an affirmative vote of 3.83% of the total votes cast.
|
|||
51,304,304
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shares abstained from voting.
|
||
303,475,463
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broker non votes.
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6. |
Shareholder proposal regarding access to COVID-19 products:
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574,496,614
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votes FOR
|
||
1,264,355,494
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votes AGAINST
|
||
or an affirmative vote of 31.24% of the total votes cast.
|
|||
30,985,752
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shares abstained from voting.
|
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303,475,463
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broker non votes.
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7. |
Shareholder proposal regarding indirect political spending:
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134,569,780
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votes FOR
|
||
1,706,198,205
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votes AGAINST
|
||
or an affirmative vote of 7.31% of the total votes cast.
|
|||
29,069,875
|
shares abstained from voting.
|
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303,475,463
|
broker non votes.
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8. |
Shareholder proposal regarding patents and access:
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571,866,383
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votes FOR
|
||
1,266,959,770
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votes AGAINST
|
||
or an affirmative vote of 31.09% of the total votes cast.
|
|||
31,011,707
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shares abstained from voting.
|
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303,475,463
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broker non votes.
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9. |
Shareholder proposal regarding a congruency report of partnerships with globalist organizations:
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21,684,751
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votes FOR
|
||
1,822,435,800
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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.
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10. |
Shareholder proposal regarding an independent board chairman:
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604,053,803
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votes FOR
|
||
1,258,675,075
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votes AGAINST
|
||
or an affirmative vote of 32.42% of the total votes cast.
|
|||
7,108,982
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shares abstained from voting.
|
||
303,475,463
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broker non votes.
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Merck & Co., Inc.
|
||
Date: May 26, 2023
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By:
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/s/ Kelly E. W. Grez
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Kelly E. W. Grez
|
||
Corporate Secretary
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