--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-026845" form_type: "8-K" ticker: "MRK" cik: "0000310158" company_name: "Merck & Co., Inc." filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:31:47.741480+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Merck shareholders elect 13 directors; say-on-pay passes with 91.3% support ## Summary - All 13 director nominees elected with 86.11% to 99.40% votes cast in favor. - Non-binding say-on-pay passed with 91.30% of votes cast; frequency vote favored 1 year (99.98%). - Ratification of auditor approved with 94.27% votes cast in favor. - All five shareholder proposals failed, highest support 32.42% (independent chair). ## SEC filing metadata - accession: 0001140361-23-026845 - form_type: 8-K - ticker: MRK - cik: 0000310158 - company_name: Merck & Co., Inc. - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/brhc20053532_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-026845 - JSON: https://secwatch.observer/filing/0001140361-23-026845.json - Plain text: https://secwatch.observer/filing/0001140361-23-026845.txt ## Key facts - Shareholder Votes Merck & Co., Inc. shareholders rejected Shareholder proposal regarding a congruency report of partnerships with globalist organizations at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders rejected Shareholder proposal regarding access to COVID-19 products at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders rejected Shareholder proposal regarding an independent board chairman at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders rejected Shareholder proposal regarding patents and access at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders approved Ratification of the appointment of the Company’s independent registered public accounting firm for 2023 at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders approved Non-binding advisory vote to approve the compensation of our named executive officers at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders rejected Shareholder proposal regarding indirect political spending at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders approved Election of Directors at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders approved Non-binding advisory vote to approve the frequency of future votes to approve the compensation of our named executive officers at the 2023-05-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm - Shareholder Votes Merck & Co., Inc. shareholders rejected Shareholder proposal regarding business operations in China at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/310158/000114036123026845/0001140361-23-026845-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.