Merck & Co Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the 13 director nominees named in the proxy statement to hold office until the next annual meeting.

2. 2

   Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks this approval to validate its pay-for-performance approach, which it says aligns executive incentives with Company strategy through a Company Scorecard (Revenue, Pre-Tax Income, Pipeline, Sustainability) for annual cash incentives and a long-term incentive mix of PSUs, RSUs and options tied to three-year EPS and R‑TSR metrics. The C&MD Committee and independent Directors recommend approval citing prior strong shareholder support (≈91% in 2025), robust governance safeguards (clawbacks, stock ownership guidelines, independent consultant), and the goal of competitively positioning pay to retain leadership. Key context includes substantial variable compensation (majority of CEO and NEO target TDC is at-risk), recent PSU payout of 94% driven by high EPS but low relative TSR, and ongoing shareholder engagement informing program design. A vote FOR signals shareholder support for the current structure; a vote AGAINST would be advisory only but could prompt further engagement and potential program adjustments. The Board emphasizes that the vote is non-binding but will be considered in future compensation decisions and that the Company conducts annual reviews and benchmarking against peer groups. Given the complexity of incentive design, shareholders weighing this proposal should consider the tradeoff between EPS-driven payouts and relative TSR outcomes, the Company’s disclosure and governance safeguards, and the materiality of compensation to long-term value creation.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

4. 4

   Shareholder Proposal Regarding a Report on DEI Risks in Federal Contracting

   Shareholder — Bahnsen Family TrustBoard: AGAINST

   Shareholder request that the Board prepare a report assessing risks associated with race-, gender-, or identity-based recruitment goals or preferences in light of federal contracting directives and legal exposure.

5. 5

   Shareholder Proposal Regarding a Report on Healthcare Coverage Gaps

   Shareholder — William CunninghamBoard: AGAINST

   Shareholder request for a report on median compensation and benefits gaps across gender as they relate to reproductive and gender dysphoria care and associated risks.

6. 6

   Shareholder Proposal Regarding a Report on Political Contributions

   Shareholder — Mercy Investment Services, Inc.Board: AGAINST

   Shareholder request that the Board oversee an analysis and report on alignment of the Company’s political contributions (direct and indirect) with its business, omitting lobbying activities.

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When is the Merck & Co Inc 2026 annual meeting?

Merck & Co Inc (MRK) holds its 2026 annual shareholder meeting on Tuesday, May 26, 2026.

What is the record date for the Merck & Co Inc 2026 meeting?

The record date for the Merck & Co Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Merck & Co Inc's 2026 meeting?

The board is presenting 13 director nominees at the Merck & Co Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Merck & Co Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Merck & Co Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.