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 24, 2018 (May 22, 2018)
 
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)
 
(IRS Employer
Identification No.)
 
 
2000 Galloping Hill Road, Kenilworth, NJ
 
07033
(Address of principal executive offices)
 
(Zip code)
 
Registrant’s telephone number, including area code: (908) 740-4000
 
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. ¨




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 22, 2018.
(b)
Shareholders voted on the matters set forth below:


Item 1.
All of the following persons nominated were elected to serve as directors and received the number of votes set forth opposite their respective names:
 
Names
 
Votes
For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
Leslie A. Brun
 
1,827,098,962

 
102,392,479

 
17,434,638

 
377,689,096

Thomas R. Cech, Ph.D.
 
1,933,013,873

 
10,078,270

 
3,833,936

 
377,689,096

Pamela J. Craig
 
1,923,215,576

 
20,040,572

 
3,669,931

 
377,689,096

Kenneth C. Frazier
 
1,868,544,596

 
72,397,245

 
5,984,238

 
377,689,096

Thomas H. Glocer
 
1,903,562,070

 
39,186,407

 
4,177,602

 
377,689,096

Rochelle B. Lazarus
 
1,907,501,758

 
35,633,410

 
3,790,911

 
377,689,096

John H. Noseworthy, M.D.
 
1,935,362,697

 
7,617,284

 
3,946,098

 
377,689,096

Paul B. Rothman, M.D.
 
1,935,440,135

 
7,527,286

 
3,958,658

 
377,689,096

Patricia F. Russo
 
1,855,506,892

 
87,686,345

 
3,732,842

 
377,689,096

Craig B. Thompson, M.D.
 
1,928,220,863

 
14,788,148

 
3,917,068

 
377,689,096

Inge G. Thulin
 
1,806,775,605

 
136,388,582

 
3,761,892

 
377,689,096

Wendell P. Weeks
 
1,670,043,646

 
272,857,131

 
4,025,302

 
377,689,096

Peter C. Wendell
 
1,921,321,065

 
21,606,797

 
3,998,217

 
377,689,096



Item 2.
A proposal to approve, by non-binding advisory vote, the compensation of our Named Executive Officers received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
1,832,053,440
 
105,387,018
 
9,485,621
 
377,689,096
 


Item 3.
A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2018 received the following votes:
For
 
Against
 
Abstained
 
 
2,281,231,563
 
37,071,153
 
6,312,459
 
 

Item 4.    A shareholder proposal concerning shareholders' right to act by written consent received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
867,269,109
 
1,066,251,463
 
13,405,507
 
377,689,096
 


A majority of votes cast was required for all four 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 24, 2018
 
 
 
 
 
 
 
 
 
 
 
Merck & Co., Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ Faye C. Brown
 
 
 
 
 
 
Name: Faye C. Brown
Title: Senior Assistant Secretary