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, 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.)   126 East Lincoln Avenue , Rahway , NJ (Address of principal executive offices)   07065 (Zip Code)   ( 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) ¨ 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 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. (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