FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 31, 2019 · 7y ago · Accession 0000310158-19-000024

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 31, 2019 (May 28, 2019) 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 (Address of principal executive offices)   07033 (Zip code)       Not Applicable   (Former name or former address, 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 28, 2019. (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 Leslie A. Brun 1,818,225,194 84,308,842 16,798,739 366,675,017 Thomas R. Cech, Ph.D. 1,896,272,864 19,899,801 3,160,110 366,675,017 Mary Ellen Coe 1,912,189,027 4,168,976 2,974,772 366,675,017 Pamela J. Craig 1,911,290,126 5,103,244 2,939,405 366,675,017 Kenneth C. Frazier 1,824,295,463 82,327,883 12,709,429 366,675,017 Thomas H. Glocer 1,884,429,818 31,558,843 3,344,114 366,675,017 Rochelle B. Lazarus 1,890,572,049 25,738,145 3,022,581 366,675,017 Paul B. Rothman, M.D. 1,911,194,389 4,957,187 3,181,199 366,675,017 Patricia F. Russo 1,837,493,703 78,792,081 3,046,991 366,675,017 Inge G. Thulin 1,895,923,165 20,214,667 3,194,943 366,675,017 Wendell P. Weeks 1,446,031,031 470,035,623 3,266,121 366,675,017 Peter C. Wendell 1,888,007,552 27,963,263 3,361,960 366,675,017 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: 1,778,545,606 Votes Against: 133,691,671 Abstentions: 7,095,498 Broker Non-Votes 366,675,017 3. The proposal to adopt the Company’s 2019 Incentive Stock Plan was approved based on the following number of votes: Votes For: 1,807,493,022 Votes Against: 105,145,218 Abstentions: 6,694,535 Broker Non-Votes 366,675,017 4. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2019 was approved based on the following number of votes: Votes For: 2,238,519,964 Votes Against: 41,874,433 Abstentions: 5,613,395 5. The shareholder proposal concerning an independent board chairman was not approved based on the following number of votes: Votes For: 616,676,564 Votes Against: 1,295,148,810 Abstentions: 7,507,401 Broker Non-Votes 366,675,017 6. The shareholder proposal concerning executive incentives and stock buybacks was not approved based on the following number of votes: Votes For: 84,748,579 Votes Against: 1,819,609,075 Abstentions: 14,975,121 Broker Non-Votes 366,675,017 7. The shareholder proposal requesting a report on the Company’s drug pricing strategies was not approved based on the following number of votes: Votes For: 551,545,616 Votes Against: 1,345,437,003 Abstentions: 22,350,156 Broker Non-Votes 366,675,017 A majority of the votes cast was required for all seven 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. Date: May 31, 2019                     Merck & Co., Inc.                 By: /s/ Faye C. Brown           Name: Faye C. Brown Title: Senior Assistant Secretary
Filing details
Ticker
MRK
CIK
310158
Form type
8-K
Filing date
May 31, 2019
Report date
May 31, 2019
Document
a8-k2019_05x31item5072019a.htm
Size
86 KB