Executive Change

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): February 1, 2021   ( January 26, 2021 )   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)   (I.R.S 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, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   (d) Incorporated by reference is a press release issued by Merck & Co., Inc. (the “Company”) on February 1, 2021, attached as Exhibit 99.1, announcing the election of Stephen L. Mayo to the Company’s Board of Directors (the “Board”), effective March 15, 2021. The Board appointed Dr. Mayo as a member of both the Research Committee and the Audit Committee of the Board.   For his service on the Board, Dr. Mayo will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2020.   Dr. Mayo has no arrangements or understandings with any other person pursuant to which he was elected to the Board, nor does he have a relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission in connection with his appointment as a director of the Company.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   99.1 Press Release issued February 1, 2021   104 Cover Page Interactive Data File (embedded within the Inline XBRL document)         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:     February 1, 2021 By: /s/ Kelly E. W. Grez     Name:   Kelly E. W. Grez     Title:     Deputy Corporate Secretary