Additional Proxy Soliciting Materials (definitive) (defa14a)
May 08 2020 - 8:36AM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 26, 2020
This additional information relates to the 2020 Notice of Annual Meeting and Proxy Statement filed by Merck & Co., Inc. (the Company)
with the Securities and Exchange Commission on April 6, 2020 and made available to shareholders of record at the close of business on March 27, 2020 in connection with the solicitation of proxies for the Companys 2020 Annual Meeting.
This supplement is being filed with the Securities and Exchange Commission as definitive additional material and is being made available to the Companys shareholders on or about May 8, 2020 through the means stipulated by the Securities
and Exchange Commissions guidance last updated April 7, 2020. The Companys 2020 Proxy Statement and 2019 Annual Report on Form 10-K are available on the Companys website at
merck.com/finance/proxy/overview.html or at proxyvote.com.
On May 8, 2020, the Company issued the following press release announcing a
change of the location of its 2020 Annual Meeting of Shareholders in light of the current COVID-19 pandemic and the declared state of emergency in New Jersey. As previously announced, the 2020 Annual Meeting
of Shareholders will be held on Tuesday, May 26, 2020. However, the format of the meeting has been changed to a virtual-only meeting. Shareholders will not be able to attend the Companys 2020 Annual Meeting in person. Shareholders will
instead be able to vote their shares by submitting a proxy in advance of the meeting using one of the methods described in the Companys 2020 Proxy Statement or attending the meeting virtually following the instructions set forth in the press
release below. Shareholders must utilize the 16-digit control number found on their proxy cards, voting instruction forms or notices that accompanied their proxy materials to vote at the Companys 2020
Annual Meeting of Shareholders.
The notice of meeting, proxy card and voting instruction form included with the proxy materials previously distributed to
shareholders of record as of March 27, 2020 in connection with the Companys 2020 Annual Meeting of Shareholders will not be updated to reflect the change from an in-person meeting at a physical
location to a meeting held solely by remote communication and may continue to be used for voting purposes at the Companys 2020 Annual Meeting of Shareholders.
Except as specifically amended or supplemented by this additional information, the following press release does not revise or update any of the other
information set forth in the Companys 2020 Proxy Statement, which continues to apply and should be considered in voting your shares.
PLEASE READ THESE MATERIALS CAREFULLY IN CONJUNCTION WITH THE PROXY
STATEMENT AND OTHER PROXY MATERIALS
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News Release
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FOR IMMEDIATE RELEASE
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Media Contact:
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Pamela Eisele
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Investor Contacts:
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Peter Dannenbaum
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(267) 305-3558
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(908) 740-1037
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Michael DeCarbo
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(908) 740-1807
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Merck Announces Virtual 2020 Annual Shareholders Meeting
KENILWORTH, N.J., May 8, 2020 Merck (NYSE: MRK), known as MSD outside the United States and Canada, announced today that in the interest of the
health and safety of its shareholders, directors, officers, employees and meeting attendees in light of the current COVID-19 pandemic and the declared state of emergency in New Jersey, the format of its 2020
Annual Meeting of Shareholders has been changed to a virtual meeting. Mercks 2020 Annual Meeting will be held on Tuesday, May 26, 2020 at 9:00 a.m. EDT, as previously announced.
Shareholders will not be able to attend the 2020 Annual Meeting in person; however, shareholders of record at the close of business on
March 27, 2020 will be able to participate in the virtual 2020 Annual Meeting, vote their shares and ask questions through an online meeting platform.
To participate in the virtual Annual Meeting, shareholders should visit www.virtualshareholdermeeting.com/MRK2020 and enter the 16-digit control number found on their proxy cards, voting instruction forms or notices that accompanied their proxy materials. Guests may also access the virtual Annual Meeting but in listen-only mode. No control
number is required for guests.
Additional information for shareholders on how to participate:
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Access the meeting platform at www.virtualshareholdermeeting.com/MRK2020 and enter your 16-digit control number beginning at 8:45 a.m. EDT on Tuesday, May 26, 2020 to vote and submit a question during the meeting.
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To submit a question before the meeting, visit www.proxyvote.com with your
16-digit control number and select the Submit a Question for Management option.
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Merck will provide direct information to shareholder proponents on how they can present their shareholder
proposals during the Annual Meeting.
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If you encounter any technical difficulties with the meeting platform on the date of the Annual Meeting,
technical support will be available during this time and will remain available until the virtual Annual Meeting has ended.
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Whether or not you plan to attend Mercks 2020 Annual Meeting, we urge you to vote and submit your proxy in
advance by one of the methods described in the proxy materials for the 2020 Annual Meeting.
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About Merck
For more than 125 years, Merck, known as MSD outside of the United States and Canada, has been inventing for life, bringing forward medicines
and vaccines for many of the worlds most challenging diseases in pursuit of our mission to save and improve lives. We demonstrate our commitment to patients and population health by increasing access to health care through far-reaching policies, programs and partnerships. Today, Merck continues to be at the forefront of research to prevent and treat diseases that threaten people and animals including cancer, infectious diseases
such as HIV and Ebola, and emerging animal diseases as we aspire to be the premier research-intensive biopharmaceutical company in the world. For more information, visit www.merck.com and connect with us on Twitter,
Facebook, Instagram, YouTube and LinkedIn.
Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA
This news release of Merck & Co., Inc., Kenilworth, N.J., USA (the company) includes forward-looking
statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current
beliefs and expectations of the companys management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize,
actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include but are not
limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of the recent global outbreak of novel coronavirus disease
(COVID-19); the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new
products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the companys ability to accurately predict future market conditions; manufacturing difficulties or delays;
financial instability of international economies and sovereign risk; dependence on the effectiveness of the companys patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or
regulatory actions.
The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the companys 2019 Annual Report on Form 10-K and the companys other filings with the Securities and Exchange Commission (SEC) available at the SECs Internet site (www.sec.gov).
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