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 26, 2023 ( May 23, 2023 ) 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.)   126 East Lincoln Avenue Rahway New Jersey 07065 (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 0.500% Notes due 2024 MRK 24 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 MRK 36A 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 23, 2023. (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 Percent of Votes Cast For Douglas M. Baker, Jr. 1,831,441,722 33,955,060 4,441,078 303,475,463 98.17% Mary Ellen Coe 1,831,352,905 33,590,197 4,894,758 303,475,463 98.19% Pamela J. Craig 1,825,716,789 39,919,623 4,201,448 303,475,463 97.86% Robert M. Davis 1,701,209,534 157,428,174 11,200,152 303,475,463 91.52% Thomas H. Glocer 1,727,334,643 137,793,210 4,710,007 303,475,463 92.61% Risa J. Lavizzo-Mourey, M.D. 1,817,190,279 48,426,594 4,220,987 303,475,463 97.40% Stephen L. Mayo, Ph.D. 1,853,609,739 11,176,418 5,051,703 303,475,463 99.40% Paul B. Rothman, M.D. 1,852,736,770 12,058,989 5,042,101 303,475,463 99.35% Patricia F. Russo 1,606,388,270 258,957,288 4,492,302 303,475,463 86.11% Christine E. Seidman, M.D. 1,852,721,080 12,244,549 4,872,231 303,475,463 99.34% Inge G. Thulin 1,809,508,166 55,312,366 5,017,328 303,475,463 97.03% Kathy J. Warden 1,823,144,498 41,748,693 4,944,669 303,475,463 97.76% Peter C. Wendell 1,783,743,993 81,345,153 4,748,714 303,475,463 95.63% 2. Non-binding advisory vote to approve the compensation of our named executive officers:   1,697,425,819   votes FOR           161,718,633   votes AGAINST         or an affirmative vote of 91.30% of the total votes cast.           10,693,408   shares abstained from voting.           303,475,463   broker non votes. 3. Non-binding advisory vote to approve the frequency of future votes to approve the compensation of our named executive officers:   1,835,407,619   votes ONE YEAR           3,907,809   votes TWO YEARS           24,899,809   votes THREE YEARS         or an affirmative vote of 99.98% of the total votes cast.           5,622,623   shares abstained from voting.           303,475,463   broker non votes. 4. Ratification of the appointment of the Company’s independent registered public accounting firm for 2023:   2,043,709,187   votes FOR           124,208,470   votes AGAINST         or an affirmative vote of 94.27% of the total votes cast.           5,395,666   shares abstained from voting. 5. Shareholder proposal regarding business operations in China:   69,754,041   votes FOR           1,748,779,515   votes AGAINST         or an affirmative vote of 3.83% of the total votes cast.           51,304,304   shares abstained from voting.           303,475,463   broker non votes. 6. Shareholder proposal regarding access to COVID-19 products:   574,496,614   votes FOR           1,264,355,494   votes AGAINST         or an affirmative vote of 31.24% of the total votes cast.           30,985,752   shares abstained from voting.           303,475,463   broker non votes. 7. Shareholder proposal regarding indirect political spending:   134,569,780   votes FOR           1,706,198,205   votes AGAINST         or an affirmative vote of 7.31% of the total votes cast.           29,069,875   shares abstained from voting.           303,475,463   broker non votes. 8. Shareholder proposal regarding patents and access:   571,866,383   votes FOR           1,266,959,770   votes AGAINST         or an affirmative vote of 31.09% of the total votes cast.           31,011,707   shares abstained from voting.           303,475,463   broker non votes. 9. Shareholder proposal regarding a congruency report of partnerships with globalist organizations:   21,684,751   votes FOR           1,822,435,800   votes AGAINST         or an affirmative vote of 1.17% of the total votes cast.           25,717,309   shares abstained from voting.           303,475,463   broker non votes. 10. Shareholder proposal regarding an independent board chairman:   604,053,803   votes FOR           1,258,675,075   votes AGAINST         or an affirmative vote of 32.42% of the total votes cast.           7,108,982   shares abstained from voting.           303,475,463   broker non votes. A majority of the votes cast was required for all ten 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 26, 2023 By: /s/ Kelly E. W. Grez Kelly E. W. Grez Corporate Secretary