UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
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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
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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. | |
| (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. | 1,831,509,913 | 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: |
| 1,673,231,538 | votes FOR |
| 156,312,968 | votes AGAINST |
| 10,607,107 | shares abstained from voting. |
| 302,387,312 | broker non votes. |
| 3. | Ratification of the appointment of the Company’s independent registered public accounting firm for 2025: |
| 2,018,948,298 | votes FOR |
| 119,922,460 | votes AGAINST |
| 3,668,167 | shares abstained from voting. |
| 4. | Shareholder proposal regarding a human rights impact assessment: |
| 279,462,163 | votes FOR |
| 1,536,943,452 | votes AGAINST |
| 23,745,998 | shares abstained from voting. |
| 302,387,312 | broker non votes. |
| 5. | Shareholder proposal regarding a tax transparency report: |
| 416,986,153 | votes FOR |
| 1,409,197,067 | votes AGAINST |
| 13,968,393 | shares abstained from voting. |
| 302,387,312 | broker non votes. |
| 6. | Shareholder proposal to revisit DEI goals in executive pay incentives: |
| 24,964,452 | votes FOR |
| 1,802,351,315 | votes AGAINST |
| 12,835,846 | shares abstained from voting. |
| 302,387,312 | broker non votes. |
| 7. | Shareholder proposal regarding a report on civil liberties in advertising services: |
| 36,319,138 | votes FOR |
| 1,782,228,792 | votes AGAINST |
| 21,603,683 | shares abstained from voting. |
| 302,387,312 | broker non votes. |
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. | ||
| Date: May 29, 2025 | By: | /s/ Kelly E. W. Grez |
| Kelly E. W. Grez | ||
| Corporate Secretary | ||