FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 26, 2022 · 4y ago · Accession 0000310158-22-000015

Plain English

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

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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, 2022 ( May 24, 2022 )   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.) 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 24, 2022. (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 Douglas M. Baker, Jr. 1,780,984,040 6,528,771 4,691,991 323,364,405 Mary Ellen Coe 1,779,429,445 7,859,159 4,916,198 323,364,405 Pamela J. Craig 1,692,355,200 95,577,191 4,272,411 323,364,405 Robert M. Davis 1,774,674,995 12,884,351 4,645,456 323,364,405 Kenneth C. Frazier 1,732,254,447 54,859,038 5,091,317 323,364,405 Thomas H. Glocer 1,697,902,650 88,973,584 5,328,568 323,364,405 Risa J. Lavizzo-Mourey, M.D. 1,756,457,228 31,502,898 4,244,676 323,364,405 Stephen L. Mayo, Ph.D. 1,781,071,829 6,746,997 4,385,976 323,364,405 Paul B. Rothman, M.D. 1,779,382,586 7,669,301 5,152,915 323,364,405 Patricia F. Russo 1,536,818,865 250,967,059 4,418,878 323,364,405 Christine E. Seidman, M.D. 1,780,105,880 7,252,569 4,846,353 323,364,405 Inge G. Thulin 1,769,168,113 17,923,028 5,113,661 323,364,405 Kathy J. Warden 1,777,663,402 10,258,048 4,283,352 323,364,405 Peter C. Wendell 1,708,427,277 78,700,280 5,077,245 323,364,405 2. Non-binding advisory vote to approve the compensation of our named executive officers: 1,638,611,142 votes FOR 144,654,654 votes AGAINST 8,939,006 shares abstained from voting 323,364,405 broker non votes 3. Ratification of the appointment of the Company’s independent registered public accounting firm for 2022: 2,026,097,702 votes FOR 83,727,641 votes AGAINST 5,743,867 shares abstained from voting 4. Shareholder proposal regarding independent board chairman: 615,122,318 votes FOR 1,168,095,979 votes AGAINST 8,986,505 shares abstained from voting 323,364,405 broker non votes 5. Shareholder proposal regarding access to COVID-19 products: 627,659,497 votes FOR 1,117,396,234 votes AGAINST 47,149,071 shares abstained from voting 323,364,405 broker non votes 6. Shareholder proposal regarding lobbying expenditure disclosure: 286,221,316 votes FOR 1,492,430,156 votes AGAINST 13,553,330 shares abstained from voting 323,364,405 broker non votes A majority of the votes cast was required for all six 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, 2022 By: /s/ Kelly E. W. Grez Kelly E. W. Grez Corporate Secretary
Filing details
Ticker
MRK
CIK
310158
Form type
8-K
Filing date
May 26, 2022
Report date
May 24, 2022
Document
mrk-20220524.htm
Size
269 KB