FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 28, 2026 · 1mo ago · Accession 0001104659-26-067509

Plain English

Material event — a significant development the company must disclose promptly.

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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 28, 2026 ( May 26, 2026 )   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 26, 2026. (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. 1,849,536,622 5,420,062 2,563,716 283,983,197 Mary Ellen Coe 1,839,523,954 15,699,812 2,296,634 283,983,197 Pamela J. Craig 1,805,030,600 48,837,633 3,652,167 283,983,197 Robert M. Davis 1,729,744,541 117,936,777 9,839,082 283,983,197 Thomas H. Glocer 1,733,084,321 121,844,310 2,591,769 283,983,197 Surendralal L. Karsanbhai 1,832,639,394 21,031,536 3,849,470 283,983,197 Risa J. Lavizzo-Mourey, M.D. 1,838,747,154 16,432,343 2,340,903 283,983,197 Stephen L. Mayo, Ph.D. 1,849,015,649 6,015,256 2,489,495 283,983,197 Paul B. Rothman, M.D. 1,835,774,436 19,226,470 2,519,494 283,983,197 Patricia F. Russo 1,636,745,520 217,186,188 3,588,692 283,983,197 Christine E. Seidman, M.D. 1,848,205,743 7,001,420 2,313,237 283,983,197 Inge G. Thulin 1,822,902,605 32,175,009 2,442,786 283,983,197 Kathy J. Warden 1,821,054,647 32,894,586 3,571,167 283,983,197   2. Non-binding advisory vote to approve the compensation of our named executive officers:   1,730,192,132 votes FOR   109,310,633 votes AGAINST   18,017,635 shares abstained from voting   283,983,197 broker non votes   3. Ratification of the appointment of the Company’s independent registered public accounting firm for 2026:   2,011,579,504 votes FOR   126,487,980 votes AGAINST   3,436,113 shares abstained from voting     1     4. Shareholder proposal regarding a report on DEI risks in federal contracting:   22,754,046 votes FOR   1,812,455,404 votes AGAINST   22,310,950 shares abstained from voting   283,983,197 broker non votes   5. Shareholder proposal regarding a report on healthcare coverage gaps:   23,597,628 votes FOR   1,811,874,302 votes AGAINST   22,048,470 shares abstained from voting   283,983,197 broker non votes   6. Shareholder proposal regarding a report on political contributions:   227,074,175 votes FOR   1,606,594,343 votes AGAINST   23,851,882 shares abstained from voting   283,983,197 broker non votes   A majority of the votes cast was required for all six 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 28, 2026 By: /s/ Kelly E. W. Grez     Kelly E. W. Grez     Corporate Secretary
Filing details
Ticker
MRK
CIK
310158
Form type
8-K
Filing date
May 28, 2026
Report date
May 26, 2026
Document
tm2615833d1_8k.htm
Size
299 KB