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 29, 2025 (May 27, 2025**)**
Merck & Co., Inc.
(Exact name of registrant as specified in its charter)
| New Jersey (State or other jurisdiction of incorporation) | | 1-6571 (Commission File Number) | | 22-1918501 (I.R.S. Employer Identification No.) |
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| 126 East Lincoln Avenue, Rahway, NJ (Address of principal executive offices) | | 07065 (Zip Code) |
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(732) 594-4000
Registrant’s telephone number, including area 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) |
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| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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| Common Stock ($0.50 par value) | | MRK | | New York Stock Exchange |
| 1.875% Notes due 2026 | | MRK/26 | | New York Stock Exchange |
| 3.250% Notes due 2032 | | MRK/32 | | 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 |
| 3.500% Notes due 2037 | | MRK/37 | | New York Stock Exchange |
| 3.700% Notes due 2044 | | MRK/44 | | New York Stock Exchange |
| 3.750% Notes due 2054 | | MRK/54 | | New York Stock Exchange |
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. ¨
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 27, 2025. |
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| (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: |
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| Names | Votes For | Votes Against | Abstentions | Broker Non-Votes |
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| Douglas M. Baker, Jr. | 1,831,509,913 | 5,550,014 | 3,091,686 | 302,387,312 |
| Mary Ellen Coe | 1,817,188,215 | 20,300,710 | 2,662,688 | 302,387,312 |
| Pamela J. Craig | 1,801,890,446 | 34,170,595 | 4,090,572 | 302,387,312 |
| Robert M. Davis | 1,673,400,384 | 155,436,118 | 11,315,111 | 302,387,312 |
| Thomas H. Glocer | 1,701,455,194 | 135,606,278 | 3,090,141 | 302,387,312 |
| Surendralal L. Karsanbhai | 1,830,079,616 | 6,948,097 | 3,123,900 | 302,387,312 |
| Risa J. Lavizzo-Mourey, M.D. | 1,816,320,642 | 21,162,665 | 2,668,306 | 302,387,312 |
| Stephen L. Mayo, Ph.D. | 1,831,336,855 | 6,029,686 | 2,785,072 | 302,387,312 |
| Paul B. Rothman, M.D. | 1,828,104,993 | 9,255,233 | 2,791,387 | 302,387,312 |
| Patricia F. Russo | 1,585,789,105 | 250,618,066 | 3,744,442 | 302,387,312 |
| Christine E. Seidman, M.D. | 1,830,521,779 | 7,058,655 | 2,571,179 | 302,387,312 |
| Inge G. Thulin | 1,796,728,019 | 40,701,362 | 2,722,232 | 302,387,312 |
| Kathy J. Warden | 1,786,700,041 | 49,764,216 | 3,687,356 | 302,387,312 |
| 2. | Non-binding advisory vote to approve the compensation of our named executive officers: |
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| 10,607,107 | shares abstained from voting. |
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| 302,387,312 | broker non votes. |
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| 3. | Ratification of the appointment of the Company’s independent registered public accounting firm for 2025: |
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| 3,668,167 | shares abstained from voting. |
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| 4. | Shareholder proposal regarding a human rights impact assessment: |
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| 1,536,943,452 | votes AGAINST |
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| 23,745,998 | shares abstained from voting. |
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| 302,387,312 | broker non votes. |
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| 5. | Shareholder proposal regarding a tax transparency report: |
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| 1,409,197,067 | votes AGAINST |
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| 13,968,393 | shares abstained from voting. |
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| 302,387,312 | broker non votes. |
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| 6. | Shareholder proposal to revisit DEI goals in executive pay incentives: |
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| 1,802,351,315 | votes AGAINST |
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| 12,835,846 | shares abstained from voting. |
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| 302,387,312 | broker non votes. |
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| 7. | Shareholder proposal regarding a report on civil liberties in advertising services: |
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| 1,782,228,792 | votes AGAINST |
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| 21,603,683 | shares abstained from voting. |
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| 302,387,312 | broker non votes. |
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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.
| Merck & Co., Inc. | |
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| Date: May 29, 2025 | By: | /s/ Kelly E. W. Grez |
| | Kelly E. W. Grez |
| | Corporate Secretary |
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