New Jersey
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1-6571
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22-1918501
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S Employer Identification No.)
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2000 Galloping Hill Road, Kenilworth, NJ
(Address of principal executive offices)
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07033
(Zip code)
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a)
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The Annual Meeting of Shareholders of Merck & Co., Inc. (the "Company") was held on May 28, 2019.
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(b)
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Shareholders voted on the matters set forth below:
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1.
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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:
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Names
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Leslie A. Brun
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1,818,225,194
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84,308,842
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16,798,739
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366,675,017
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Thomas R. Cech, Ph.D.
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1,896,272,864
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19,899,801
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3,160,110
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366,675,017
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Mary Ellen Coe
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1,912,189,027
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4,168,976
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2,974,772
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366,675,017
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Pamela J. Craig
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1,911,290,126
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5,103,244
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2,939,405
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366,675,017
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Kenneth C. Frazier
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1,824,295,463
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82,327,883
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12,709,429
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366,675,017
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Thomas H. Glocer
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1,884,429,818
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31,558,843
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3,344,114
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366,675,017
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Rochelle B. Lazarus
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1,890,572,049
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25,738,145
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3,022,581
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366,675,017
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Paul B. Rothman, M.D.
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1,911,194,389
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4,957,187
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3,181,199
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366,675,017
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Patricia F. Russo
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1,837,493,703
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78,792,081
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3,046,991
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366,675,017
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Inge G. Thulin
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1,895,923,165
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20,214,667
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3,194,943
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366,675,017
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Wendell P. Weeks
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1,446,031,031
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470,035,623
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3,266,121
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366,675,017
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Peter C. Wendell
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1,888,007,552
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27,963,263
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3,361,960
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366,675,017
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2.
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The proposal to approve, by non-binding advisory vote, the compensation of our Named Executive Officers was approved based on the following number of votes:
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Votes For:
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1,778,545,606
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Votes Against:
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133,691,671
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Abstentions:
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7,095,498
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Broker Non-Votes
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366,675,017
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3.
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The proposal to adopt the Company’s 2019 Incentive Stock Plan was approved based on the following number of votes:
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Votes For:
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1,807,493,022
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Votes Against:
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105,145,218
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Abstentions:
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6,694,535
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Broker Non-Votes
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366,675,017
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4.
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The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2019 was approved based on the following number of votes:
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Votes For:
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2,238,519,964
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Votes Against:
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41,874,433
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Abstentions:
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5,613,395
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5.
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The shareholder proposal concerning an independent board chairman was not approved based on the following number of votes:
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Votes For:
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616,676,564
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Votes Against:
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1,295,148,810
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Abstentions:
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7,507,401
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Broker Non-Votes
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366,675,017
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6.
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The shareholder proposal concerning executive incentives and stock buybacks was not approved based on the following number of votes:
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Votes For:
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84,748,579
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Votes Against:
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1,819,609,075
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Abstentions:
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14,975,121
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Broker Non-Votes
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366,675,017
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7.
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The shareholder proposal requesting a report on the Company’s drug pricing strategies was not approved based on the following number of votes:
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Votes For:
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551,545,616
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Votes Against:
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1,345,437,003
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Abstentions:
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22,350,156
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Broker Non-Votes
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366,675,017
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Merck & Co., Inc.
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By:
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/s/ Faye C. Brown
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Name: Faye C. Brown
Title: Senior Assistant Secretary
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