Shareholder Vote

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 27, 2021 ( May 25, 2021 )   Merck & Co., Inc. (Exact name of registrant as specified in its charter)   New Jersey 1-6571 22-1918501 (State or other jurisdiction (Commission (I.R.S Employer of incorporation) File Number) Identification No.) 2000 Galloping Hill Road Kenilworth New Jersey 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 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 25, 2021. (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 1,590,394,355 190,291,257 19,229,671 310,721,741 Mary Ellen Coe 1,780,912,796 14,941,089 4,061,398 310,721,741 Pamela J. Craig 1,772,378,262 23,197,822 4,339,199 310,721,741 Kenneth C. Frazier 1,702,484,196 81,564,423 15,866,664 310,721,741 Thomas H. Glocer 1,726,728,827 68,473,293 4,713,163 310,721,741 Risa J. Lavizzo-Mourey, M.D. 1,775,837,642 19,646,973 4,430,668 310,721,741 Stephen L. Mayo, Ph.D. 1,787,595,469 7,962,199 4,357,615 310,721,741 Paul B. Rothman, M.D. 1,780,754,217 14,832,061 4,329,005 310,721,741 Patricia F. Russo 1,567,172,478 228,468,615 4,274,190 310,721,741 Christine E. Seidman, M.D. 1,780,853,223 15,020,183 4,041,877 310,721,741 Inge G. Thulin 1,774,105,658 21,594,126 4,215,499 310,721,741 Kathy J. Warden 1,777,972,634 17,872,978 4,069,671 310,721,741 Peter C. Wendell 1,738,529,655 56,892,934 4,492,694 310,721,741 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: 1,619,442,173 Votes Against: 156,048,261 Abstentions: 24,424,849 Broker Non-Votes: 310,721,741 3. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021 was approved based on the following number of votes: Votes For: 2,058,306,500 Votes Against: 46,907,020 Abstentions: 5,423,504 4. The shareholder proposal concerning shareholders right to act by written consent was not approved based on the following number of votes: Votes For: 710,597,243 Votes Against: 1,076,028,332 Abstentions: 13,289,708 Broker Non-Votes: 310,721,741 5. The shareholder proposal regarding access to COVID-19 products was not approved based on the following number of votes: Votes For: 593,421,332 Votes Against: 1,174,542,871 Abstentions: 31,951,080 Broker Non-Votes: 310,721,741 A majority of the votes cast was required for all five 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 27, 2021 By: /s/ Kelly E. W. Grez Kelly E. W. Grez Deputy Corporate Secretary