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 29, 2020 ( May 26, 2020 )   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.)   2000 Galloping Hill Road , Kenilworth , NJ (Address of principal executive offices)     07033 (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   MRK24   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   MRK36A   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 26, 2020.       (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 1,638,899,625 143,125,868 22,470,278 324,790,039 Thomas R. Cech, Ph.D. 1,791,093,006 9,865,227 3,537,538 324,790,039 Mary Ellen Coe 1,795,954,335 5,204,004 3,337,432 324,790,039 Pamela J. Craig 1,795,263,407 5,918,815 3,313,549 324,790,039 Kenneth C. Frazier 1,689,376,591 102,340,173 12,779,007 324,790,039 Thomas H. Glocer 1,762,224,798 38,520,924 3,750,049 324,790,039 Risa Lavizzo-Mourey, M.D. 1,777,230,315 23,686,367 3,579,089 324,790,039 Paul B. Rothman, M.D. 1,795,353,782 5,520,143 3,621,846 324,790,039 Patricia F. Russo 1,617,695,485 183,360,080 3,440,206 324,790,039 Christine E. Seidman, M.D. 1,795,987,205 5,194,306 3,314,260 324,790,039 Inge G. Thulin 1,773,169,228 27,786,368 3,540,175 324,790,039 Kathy J. Warden 1,791,779,903 9,324,847 3,391,021 324,790,039 Peter C. Wendell 1,767,738,087 33,135,175 3,622,509 324,790,039   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: 1,651,406,353 Votes Against: 143,762,709 Abstentions: 9,326,709 Broker Non-Votes: 324,790,039       3. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 was approved based on the following number of votes:   Votes For: 2,079,864,011 Votes Against: 44,206,604 Abstentions: 5,215,195   4. The shareholder proposal concerning shareholders right to act by written consent was not approved based on the following number of votes:   Votes For: 754,393,495 Votes Against: 1,036,904,324 Abstentions: 13,197,952 Broker Non-Votes: 324,790,039   5. The shareholder proposal regarding allocation of corporate tax savings was not approved based on the following number of votes:   Votes For: 58,722,824 Votes Against: 1,733,021,775 Abstentions: 12,751,172 Broker Non-Votes: 324,790,039   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.   Date: May 29, 2020     Merck & Co., Inc.         By: /s/ Faye C. Brown     Name: Faye C. Brown     Title: Senior Assistant Secretary