UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material Pursuant to Section 240.14a-12

 

Merck & Co., INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

See the reverse side of this notice to obtainproxy materials and voting instructions.D09982-P34871-Z76477MERCK & CO., INC.*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for theShareholder Meeting to Be Held on May 26, 2020.MERCK & CO., INC.2000 GALLOPING HILL ROADKENILWORTH, NJ 07033 You are receiving this communication because you hold shares in thecompany named above.This is not a ballot. You cannot use this notice to vote these shares.This communication presents only an overview of the more completeproxy materials that are available to you on the Internet. You may viewthe proxy materials online at www.proxyvote.com, scan the QR Barcodeon the reverse side, or easily request a paper copy (see reverse side).We encourage you to access and review all of the important informationcontained in the proxy materials before voting.Meeting InformationMeeting Type: AnnualFor holders as of: March 27, 2020Date: May 26, 2020 Time: 9:00 a.m. Eastern TimeLocation: Bridgewater Marriott700 Commons WayBridgewater, New Jersey 08807**Due to the emerging public health impact of coronavirus disease 2019(COVID-19), Merck & Co., Inc. is planning for the possibility that theAnnual Meeting may be held solely by means of remote communication.A decision to take this step will be announced in a press release, availableat www.merck.com, that will include details on how to participate.

D09983-P34871-Z76477Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.Please make the request as instructed above on or before May 12, 2020 to facilitate timely delivery.NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-KBefore You VoteHow to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE:How To VotePlease Choose One of the Following Voting MethodsSCAN TOVIEW MATERIALS & VOTE wHow to View Online:Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page)and visit: www.proxyvote.com, or scan the QR Barcode below.How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.Please choose one of the following methods to make your request:1) BY INTERNET: www.proxyvote.com2) BY TELEPHONE: 1-800-579-16393) BY E-MAIL*: sendmaterial@proxyvote.com* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowXXXX XXXX XXXX XXXX (located on the following page) in the subject line.Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendanceticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.At the meeting, you will need to request a ballot to vote these shares.Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printedin the box marked by the arrow ï§XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.Shareholder Meeting Registration: To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com.

Voting Items1g. Risa Lavizzo-Mourey1b. Thomas R. Cech1e. Kenneth C. Frazier1f. Thomas H. GlocerThe Board of Directors recommends you vote AGAINSTproposals 4 and 5:1k. Inge G. Thulin1j. Christine E. Seidman1l. Kathy J. Warden1m. Peter C. Wendell3. Ratification of the appointment of the Company’sindependent registered public accounting firm for 2020.2. Non-binding advisory vote to approve the compensationof our named executive officers.1. Election of DirectorsThe Board of Directors recommends you vote FOR eachof the following Nominees:4. Shareholder proposal concerning shareholder right toact by written consent.1a. Leslie A. Brun1c. Mary Ellen Coe1d. Pamela J. Craig1h. Paul B. Rothman1i. Patricia F. RussoNominees: The Board of Directors recommends you vote FOR proposals2 and 3:5. Shareholder proposal regarding allocation of corporatetax savings.D09984-P34871-Z76477

D09985-P34871-Z76477