Form 8-K Annual Meeting Vote Results - 2014


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 29, 2014 (May 27, 2014)
 
 
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.)
 
 
One Merck Drive, P.O. Box 100,
Whitehouse Station, NJ
 
08889
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (908) 423-1000

 
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 27, 2014, and received the votes set forth below:

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
 
2,093,453,879

 
28,434,278

 
6,751,815

 
366,432,604

Thomas R. Cech
 
2,112,253,761

 
9,656,041

 
6,730,170

 
366,432,604

Kenneth C. Frazier
 
2,053,353,807

 
59,089,945

 
16,196,220

 
366,432,604

Thomas H. Glocer
 
2,100,497,365

 
21,257,917

 
6,884,690

 
366,432,604

William B. Harrison, Jr.
 
2,087,292,757

 
34,532,978

 
6,814,237

 
366,432,604

C. Robert Kidder
 
2,111,285,966

 
10,545,819

 
6,808,187

 
366,432,604

Rochelle B. Lazarus
 
2,106,686,125

 
15,353,399

 
6,600,448

 
366,432,604

Carlos E. Represas
 
2,098,317,483

 
23,487,746

 
6,834,743

 
366,432,604

Patricia F. Russo
 
2,031,088,051

 
90,388,337

 
7,163,584

 
366,432,604

Craig B. Thompson
 
2,115,351,408

 
6,630,069

 
6,658,495

 
366,432,604

Wendell P. Weeks
 
2,110,467,855

 
11,428,439

 
6,743,678

 
366,432,604

Peter C. Wendell
 
2,102,832,987

 
19,035,179

 
6,771,806

 
366,432,604


2.
A proposal to approve, by a non-binding advisory vote, executive compensation of our Named Executive Officers received 2,039,358,059 votes FOR and 71,177,050 votes AGAINST, with 18,104,863 abstentions and 366,432,604 broker non-votes.

3.
A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014 received 2,462,040,929 votes FOR and 20,974,809 votes AGAINST, 12,056,838 abstentions.
        
4.
A shareholder proposal concerning shareholders’ right to act by written consent received 861,066,103 votes FOR and 1,252,254,694 votes AGAINST, with 15,319,175 abstentions and 366,432,604 broker non-votes.
              
5.
A shareholder proposal concerning special shareowner meetings received 651,459,628 votes FOR and 1,461,457,976 votes AGAINST, with 15,722,368 abstentions and 366,432,604 broker non-votes.
     





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 29, 2014
 
 
 
 
 
 
 
 
 
 
 
Merck & Co., Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ Katie E. Fedosz
 
 
 
 
 
 
Name:    Katie E. Fedosz
 
 
 
 
 
 
Title:      Senior Assistant Secretary