Document


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 25, 2017 (May 23, 2017)
 
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)
 
(IRS 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
 
N/A
 
(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))
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 23, 2017.
(b)
Shareholders voted on the matters set forth below:


Item 1.
All of the following persons nominated were elected to serve as directors and received the number of votes set forth opposite their respective names:
 
Names
 
Votes
For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
Leslie A. Brun
 
1,913,570,500

 
80,741,934

 
4,807,908

 
382,947,240

Thomas R. Cech, Ph.D.
 
1,986,322,452

 
8,845,888

 
3,952,002

 
382,947,240

Pamela J. Craig
 
1,988,464,681

 
6,530,122

 
4,125,539

 
382,947,240

Kenneth C. Frazier
 
1,906,531,905

 
80,110,591

 
12,477,846

 
382,947,240

Thomas H. Glocer
 
1,978,350,550

 
16,678,177

 
4,091,615

 
382,947,240

Rochelle B. Lazarus
 
1,978,253,209

 
16,188,730

 
4,678,403

 
382,947,240

John H. Noseworthy, M.D.
 
1,987,289,303

 
7,871,409

 
3,959,630

 
382,947,240

Carlos E. Represas
 
1,977,906,630

 
17,156,920

 
4,056,792

 
382,947,240

Paul B. Rothman, M.D.
 
1,988,103,870

 
7,111,688

 
3,904,784

 
382,947,240

Patricia F. Russo
 
1,690,919,415

 
303,263,696

 
4,937,231

 
382,947,240

Craig B. Thompson, M.D.
 
1,986,996,094

 
8,162,837

 
3,961,411

 
382,947,240

Wendell P. Weeks
 
1,725,948,887

 
269,137,168

 
4,034,287

 
382,947,240

Peter C. Wendell
 
1,974,632,978

 
20,421,145

 
4,066,219

 
382,947,240



Item 2.
A proposal to approve, by non-binding advisory vote, the compensation of our Named Executive Officers received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
1,897,185,596
 
91,226,313
 
10,708,433
 
382,947,240
 



Item 3.
A proposal to approve, by non-binding advisory vote, the frequency of future votes to approve the compensation of our Named Executive Officers received the following votes:
1 Year
 
2 Years
 
3 Years
 
Abstained
 
Broker
Non-Votes
 
1,793,458,522
 
7,664,645
 
191,679,352
 
6,317,823
 
382,947,240
 







Item 4.
A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2017 received the following votes:
For
 
Against
 
Abstained
 
 
 
2,340,354,229
 
35,103,594
 
6,609,759
 
 
 


Item 5.    A shareholder proposal requesting an independent Board chairman received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
928,762,128
 
1,061,968,067
 
8,390,147
 
382,947,240
 


Item 6.
A shareholder proposal concerning employee practices in Israel/Palestine received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
48,105,678
 
1,832,554,849
 
118,459,815
 
382,947,240
 


Item 7.
A shareholder proposal requesting a report on conducting business in conflict-affected areas received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
451,496,451
 
1,463,065,062
 
84,558,829
 
382,947,240
 


Item 8.
A shareholder proposal requesting a report on Board oversight of product safety and quality received the following votes:
For
 
Against
 
Abstained
 
Broker
Non-Votes
 
130,790,903
 
1,795,383,307
 
72,946,132
 
382,947,240
 


A majority of votes cast was required for the proposals, other than the vote relating to frequency of compensation votes, to be approved.

(d)
Based on the voting results set forth in (b) (3) above, the Company's Board of Directors has determined that the Company will hold an annual non-binding advisory vote on the compensation of the Named Executive Officers listed in the proxy statement for its Annual Meeting of Shareholders.




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 25, 2017.
 
 
 
 
 
 
 
 
 
 
 
Merck & Co., Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ Karen L. Mealey
 
 
 
 
 
 
Name: Karen L. Mealey
Title: Assistant Secretary