Merck & Co., Inc. (Form: 8-K, Received: 01/30/2019 13:46:40)

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): January 30, 2019 (January 29, 2019)

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		7033
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (908) 740-4000



	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))
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 5.02.	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. (“Merck” or the “Company”) on January 29, 2019, attached as Exhibit 99.1, announcing the election of Mary Ellen Coe, to the Company’s Board of Directors (the “Board”), effective March 18, 2019. The Board of Directors appointed Ms. Coe as a member of the Audit Committee of the Board.

For her service on the Board of Directors, Ms. Coe 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 9, 2018.

There are no arrangements or understandings between Ms. Coe and any person pursuant to which she was elected to the Board, nor does she 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 her appointment as a director of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued January 29, 2019.

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:	January 30, 2019	By:	/s/ Faye C. Brown
			Name: Faye C. Brown
			Title: Senior Assistant Secretary

EXHIBIT INDEX



Exhibit Number		Description


99.1		Press Release issued January 29, 2019

Exhibit 99.1

News Release

___________________________________________________________________________

FOR IMMEDIATE RELEASE



Media Contact:	Pamela Eisele	Investor Contact:	Teri Loxam
	(267) 305-3558		(908) 740-1986

Mary Ellen Coe Elected to Merck Board of Directors

KENILWORTH, N.J., Jan. 29, 2019 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced that Mary Ellen Coe, president, Google Customer Solutions, at Google Inc. will join the company’s Board of Directors effective March 18, 2019. Ms. Coe will stand for election with the company’s other directors in connection with Merck’s Annual Meeting of Shareholders on May 28, 2019. With the addition of Ms. Coe, the Merck board will include 13 members.

“We are pleased to welcome such a highly respected business leader in technology as Ms. Coe to the Merck board and look forward to benefiting from her deep understanding of the evolving digital marketplace. As the health care system continues to evolve, Ms. Coe’s strategic perspective and operational expertise at one of the world’s most innovative companies will be a significant asset to Merck,” said Kenneth C. Frazier, chairman and chief executive officer, Merck.

Ms. Coe currently serves as president of Google Customer Solutions at Google where she oversees the global ads business for mid-market and small businesses, serving millions of customers and thousands of partners worldwide. Prior to joining Google in 2012, Ms. Coe was a principal at the global consulting firm McKinsey & Co. and a leader of the firm’s consumer marketing and sales practice in North America. Earlier in her career, Ms. Coe worked in product marketing, advertising and brand strategy. Ms. Coe is a member of the advisory board of the Ross Business School at the University of Michigan, and served on the board of Whole Foods Market, Inc., chairing the Nominations and Governance Committee. Ms. Coe earned her Bachelor of Arts from the University of Michigan-Ann Arbor.

About Merck

For more than a century, Merck, a leading global biopharmaceutical company known as MSD outside of the United States and Canada, has been inventing for life, bringing forward medicines and vaccines for many of the world’s most challenging diseases. Through our prescription medicines, vaccines, biologic therapies and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to health care through far-reaching policies, programs and partnerships. Today, Merck continues to be at the forefront of research to advance the prevention and treatment of diseases that threaten people and communities around the world - including cancer, cardio-metabolic diseases, emerging animal diseases, Alzheimer’s disease and infectious diseases including HIV and Ebola. For more information, visit www.merck.com and connect with us on Twitter , Facebook , Instagram , YouTube and LinkedIn .

Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA

This news release of Merck & Co., Inc., Kenilworth, N.J., USA (the “company”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s 2017 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site ( www.sec.gov )

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