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Washington, D.C.  20549





Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 29, 2020 (May 26, 2020)


Merck & Co., Inc.

(Exact name of registrant as specified in its charter)


New Jersey

(State or other jurisdiction

of incorporation)




File Number)



(I.R.S Employer

Identification No.)


2000 Galloping Hill Road, Kenilworth, NJ

(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 5.07. 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 26, 2020.
(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
Leslie A. Brun 1,638,899,625 143,125,868 22,470,278 324,790,039
Thomas R. Cech, Ph.D. 1,791,093,006 9,865,227 3,537,538 324,790,039
Mary Ellen Coe 1,795,954,335 5,204,004 3,337,432 324,790,039
Pamela J. Craig 1,795,263,407 5,918,815 3,313,549 324,790,039
Kenneth C. Frazier 1,689,376,591 102,340,173 12,779,007 324,790,039
Thomas H. Glocer 1,762,224,798 38,520,924 3,750,049 324,790,039
Risa Lavizzo-Mourey, M.D. 1,777,230,315 23,686,367 3,579,089 324,790,039
Paul B. Rothman, M.D. 1,795,353,782 5,520,143 3,621,846 324,790,039
Patricia F. Russo 1,617,695,485 183,360,080 3,440,206 324,790,039
Christine E. Seidman, M.D. 1,795,987,205 5,194,306 3,314,260 324,790,039
Inge G. Thulin 1,773,169,228 27,786,368 3,540,175 324,790,039
Kathy J. Warden 1,791,779,903 9,324,847 3,391,021 324,790,039
Peter C. Wendell 1,767,738,087 33,135,175 3,622,509 324,790,039


2.The proposal to approve, by non-binding advisory vote, the compensation of our Named Executive Officers was approved based on the following number of votes:


Votes For: 1,651,406,353
Votes Against: 143,762,709
Abstentions: 9,326,709
Broker Non-Votes: 324,790,039




3.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 was approved based on the following number of votes:


Votes For: 2,079,864,011
Votes Against: 44,206,604
Abstentions: 5,215,195


4.The shareholder proposal concerning shareholders right to act by written consent was not approved based on the following number of votes:


Votes For: 754,393,495
Votes Against: 1,036,904,324
Abstentions: 13,197,952
Broker Non-Votes: 324,790,039


5.The shareholder proposal regarding allocation of corporate tax savings was not approved based on the following number of votes:


Votes For: 58,722,824
Votes Against: 1,733,021,775
Abstentions: 12,751,172
Broker Non-Votes: 324,790,039


A majority of the votes cast was required for all five proposals to be approved.






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.


Date: May 29, 2020


  Merck & Co., Inc.
  By: /s/ Faye C. Brown
    Name: Faye C. Brown


Senior Assistant Secretary