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 27, 2016 (May 24, 2016)
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)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following matters were voted upon at the Annual Meeting of Shareholders held on May 24, 2016, and received the votes 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 | For | Against | Abstained | Broker Non-Votes | ||||||||
Leslie A. Brun | 1,954,828,650 | 77,323,249 | 7,479,169 | 365,516,026 | ||||||||
Thomas R. Cech, Ph.D. | 2,016,434,171 | 19,125,820 | 4,071,077 | 365,516,026 | ||||||||
Pamela J. Craig | 2,026,329,780 | 9,337,442 | 3,963,846 | 365,516,026 | ||||||||
Kenneth C. Frazier | 1,954,678,817 | 72,897,899 | 12,054,352 | 365,516,026 | ||||||||
Thomas H. Glocer | 1,994,991,886 | 40,459,754 | 4,179,428 | 365,516,026 | ||||||||
C. Robert Kidder | 2,004,547,981 | 30,772,854 | 4,310,233 | 365,516,026 | ||||||||
Rochelle B. Lazarus | 2,014,180,313 | 21,374,193 | 4,076,562 | 365,516,026 | ||||||||
Carlos E. Represas | 1,993,814,599 | 41,572,439 | 4,244,030 | 365,516,026 | ||||||||
Paul B. Rothman, M.D. | 2,026,485,015 | 9,020,279 | 4,125,774 | 365,516,026 | ||||||||
Patricia F. Russo | 1,909,957,906 | 124,361,135 | 5,312,027 | 365,516,026 | ||||||||
Craig B. Thompson, M.D. | 2,027,473,857 | 8,052,968 | 4,104,243 | 365,516,026 | ||||||||
Wendell P. Weeks | 1,930,805,473 | 104,604,692 | 4,220,903 | 365,516,026 | ||||||||
Peter C. Wendell | 1,999,192,500 | 36,053,048 | 4,385,520 | 365,516,026 | ||||||||
Item 2. | A proposal to approve, by a non-binding advisory vote, the compensation of our Named Executive Officers received: |
For | Against | Abstained | Broker Non-Votes | ||||
1,923,636,907 | 102,247,463 | 13,746,698 | 365,516,026 | ||||
Item 3. | A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016 received: |
For | Against | Abstained | |||
2,344,635,747 | 52,473,208 | 8,038,139 | |||
Item 4. A shareholder proposal concerning shareholders’ right to act by written consent received:
For | Against | Abstained | Broker Non-Votes | ||||
856,796,588 | 1,169,211,197 | 13,623,283 | 365,516,026 | ||||
Item 5. | A shareholder proposal requesting an independent board chairman: |
For | Against | Abstained | Broker Non-Votes | ||||
923,745,316 | 1,106,487,946 | 9,397,806 | 365,516,026 | ||||
Item 6. Shareholder proposal requesting a report on disposal of unused or expired drugs:
For | Against | Abstained | Broker Non-Votes | ||||
110,087,541 | 1,826,327,817 | 103,215,710 | 365,516,026 | ||||
A majority of votes cast was required for all six 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.
Date: May 27, 2016.
Merck & Co., Inc. | ||||||
By: | /s/ Katie E. Fedosz | |||||
Name: Katie E. Fedosz | ||||||
Title: Senior Assistant Secretary | ||||||