Notice of Annual Meeting
of Shareholders

THE PURPOSES OF THE MEETING ARE TO:

The purposes of the meeting are to: •  Elect the 1214 Director nominees named in the proxy statement; •  Consider and act upon a proposal to approve, by non-binding advisory vote, the compensation of our Named Executive Officers; •  Consider and act upon a proposal to adopt the 2019 Incentive Stock Plan; • Consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019;2022;

•  Consider and act upon a shareholder proposal concerningregarding an independent board chairman, if properly presented at the meeting; •  Consider and act upon a shareholder proposal concerning executive incentives and stock buybacks,regarding access to COVID-19 products, if properly presented at the meeting; •  Consider and act upon a shareholder proposal concerning drug pricing,regarding lobbying expenditure disclosure, if properly presented at the meeting; and •  Transact such other business as may properly come before the meeting. By order of the Board of Directors, Kelly E. W. Grez Corporate Secretary

Only shareholders listed on the Company’s records at the close of business on March 29, 2019,

We have adopted a virtual format for the 2022 Annual Meeting of Shareholders to provide a safe, consistent and convenient experience to all shareholders regardless of location. Vote Right Away—Advance voting methods and deadlines We encourage all shareholders of record to read this proxy statement with care and vote right away using any of the following methods, even if they intend to attend the Annual Meeting. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.
		BY INTERNET*		www.proxyvote.com
		BY PHONE*		In the U.S. or Canada dial toll-free 1-800-690-6903
		BY QR CODE		Scan this QR code to vote with your mobile device (may require free app)
		BY MAIL**		Cast your ballot, sign your proxy card and send in our prepaid envelope
Only shareholders listed on the Company’s records at the close of business on March 25, 2022 are entitled to vote. Merck began distributing its Notice of Internet Availability of Proxy Materials, proxy statement, the 2021 Annual Report on Form 10-K and proxy card/voting instruction form, as applicable, to shareholders and to employee benefit and stock purchase plan participants on April 4, 2022.   Merck began distributing its Notice of Internet Availability of Proxy Materials, proxy statement, the 2018 Annual Report on Form 10-K, and proxy card/voting instruction form, as applicable, to shareholders and to employee benefit and stock purchase plan participants on April 8, 2019. April 8, 2019 By order of the Board of Directors,   Geralyn S. Ritter Senior Vice President, Corporate Secretary and Assistant General Counsel IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2019:May 24, 2022: The Notice of Annual Meeting of Shareholders, proxy statement and the 2018 2021 Annual Report on Form 10-K are available free of charge at www.proxyvote.com.   * The telephone and internet voting facilities will closeprincipal executive offices of the Company are located at 11:59 p.m. Eastern Time on May 27, 2019.2000 Galloping Hill Road, K1-4157, Kenilworth, New Jersey 07033 U.S.A.*** * The telephone and internet voting facilities will close at 11:59 p.m. Eastern Time on May 23, 2022. ** ** You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by telephone or over the internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee. MERCK & CO., INC.2019 PROXY STATEMENT*** Effective May 1, 2022, the Company’s headquarters will be relocated to Rahway, N.J. and the principal executive offices of the Company will be located at 126 East Lincoln Avenue, Rahway, N.J. 07065 U.S.A.   Merck & Co., Inc. 2022 Proxy Statement 2   4     Dear Merck Shareholders, IT IS MY PLEASURE TO INVITE YOU TO THE 2019 ANNUAL MEETING OF SHAREHOLDERS OF MERCKIt is our pleasure to invite you to the 2022 Annual Meeting of Shareholders of Merck & CO.Co., INC.Inc. (“MERCK,Merck,” KNOWN ASknown as “MSD” OUTSIDE THE UNITED STATES AND CANADA), WHICH WILL BE HELD ON TUESDAY, MAY 28, 2019, AT 9:00 A.M., AT THE BRIDGEWATER MARRIOTT, LOCATED AT 700 COMMONS WAY, BRIDGEWATER, NEW JERSEY 08807. outside the United States and Canada). The attachedforegoing Notice of Annual Meeting of Shareholders and accompanying proxy statement will serve as your guide to the business to be conducted and providesprovide details regarding admission to the meeting.   “ For more than 130 years, Merck has used the power of leading-edge science to deliver products that save and improve lives. We built on our legacy and commitment by bringing forward the kind of medical innovation the world needs. This progress is validation of our long-term investment in R&D, and together with our focused commercial execution, ledremain committed to a strong year.” Merck was established 128 years agothis purpose as we continue to help address the world’s most pressingpositively impact global health challenges. Today, our commitment to be the premier research-intensive biopharmaceutical company in the world fuels our pursuit of medical breakthroughs that will benefit patients, our shareholders and society at large for today and for generations to come. As the COVID-19 pandemic continued throughout 2021, we prioritized protecting the safety of our employees and their families, sustaining the supply of our medicines and vaccines, and supporting patients in our clinical trials. Our inspiration, innovation and ingenuity enabled us to play a leading role in bringing forward important medicines and vaccines to address many of the world’s most challenging diseases, including our investigational antiviral drug molnupiravir, adding to the short list of important medicines that are part of the global effort in the fight against COVID-19. Throughout last year, we continued to transform our business, driving greater focus on our innovative portfolio and increasing our operational efficiency. The successful spin-off of Organon is just one notable example. Today, as a result of our strategic and dynamic actions, our company is more focused, more efficient and faster-growing. Guided by our business and capital allocation strategy, we continued to invest in the discovery, development, production and commercialization of medicines and vaccines. This strengthened the short- and long-term sustainability of our business, and accelerated and augmented our pipeline and portfolio. From a commercial standpoint, our teams executed at the highest levels, achieving strong growth across our key performance drivers, including KEYTRUDA – an established and foundational asset in our portfolio – as well as in vaccines with GARDASIL and GARDASIL 9, and in Animal Health. Overall, it has been a year of significant achievement for Merck in the face of an extraordinarily challenging environment. We advanced our oncology portfolio and made substantial progress in executing our strategy to become the leading oncology company by 2025. We were pleased to receive FDA approvals in several women’s cancers, as well as renal cell carcinoma (adjuvant and advanced) and melanoma (adjuvant) for KEYTRUDA. We are excited that Merck has more than 90 potential approvals in oncology on the horizon. In 2022, our work in women’s and earlier stage therapies continues with additional focus on advancing prostate and colorectal cancer treatments. We built on our rich legacy in infectious diseases research with the development of molnupiravir, an investigational oral antiviral for the treatment of COVID-19 that we believe is a key tool in the treatment options available for health care professionals and patients battling the pandemic. We invested at risk to ramp up supply while we were still in early clinical trials, as we recognized the need for broad and timely global access of this important medicine upon authorization. We are proud that upon receiving Emergency Use Authorization from the FDA in late December 2021, we successfully delivered initial molnupiravir shipments to the U.S. government and to other countries where molnupiravir has been authorized for use, including the UK and Japan. This is a testament to Merck’s agility and ability to establish critical partnerships with governments, public health agencies, key global stakeholders, and across various links in the international supply chain. Our ground-breaking access strategy has been a priority from the start and has accelerated the timely distribution of molnupiravir to patients in need globally.   This past year was an especially notable one. We built on our legacy and commitment by bringing forward the kind of medical innovation the world needs. This progress is validation of our long-term investment in R&D, and together Merck & Co., Inc. 2022 Proxy Statement 3 In line with our focused commercial execution,access strategy, we allocated up to 3 million courses of molnupiravir to UNICEF throughout the first half of 2022 for distribution in more than 100 low- and middle-income countries. This was in addition to our agreements with the Medicines Patent Pool and other generic manufacturers to make molnupiravir available following local regulatory authorizations or approvals. Our Animal Health business continues to expand with growth across species and geographies. Growth in companion animal product sales were led by the BRAVECTO parasiticide line and our line of companion vaccines, while livestock animal product sales showed higher demand globally in the poultry, ruminant and swine sectors. The Animal Health business remains very well positioned to a strong year. Our Company saw meaningful top- and bottom-line growth —grow faster than the highest in years.overall market well into the future. Going forward, weWe are confident in the strength and durability of Merck’s business model for this decade and beyond, and we are laser-focused on executing to achieve our goals for long-term growth potentialand sustainability. We have important growth drivers with our durable products that include GARDASIL and GARDASIL 9, which we believe can double sales by 2030. In addition to our HPV vaccines, our vaccines portfolio and pipeline are growing, including with VAXNEUVANCE, which is under priority review by the FDA to expand its use to infants and children for the prevention of invasive pneumococcal disease. We further strengthened our portfoliolate-stage pipeline through our acquisition of market-leading productsAcceleron Pharma, bringing in oncology, vaccines, and hospital and specialty products,sotatercept which addresses pulmonary arterial hypertension, as well as other compounds designed to address areas of serious unmet need in cardiovascular disease. These new additions complement our industry-leading animal health business. In 2018, Merck continued to redefine the standard of care in oncology with our foundational cancer medicine, KEYTRUDA. This treatment continues its unprecedented trajectory and is now approved for 16 indications across 10 different types of cancer; by the end of 2018, approximately 175,000 patients had been treated with this therapy since launch. Today, there are more than 900 clinical trials studying KEYTRUDA across a wide variety of treatment and cancer settings. In 2018, our leadership in immuno-oncology was exemplified by the launch of our KEYTRUDA plus chemotherapy indications in non-small cell lung cancer. It was further bolstered by Lynparza and Lenvima — both results of strategic business development — and agrowing internal cardiometabolic pipeline of more than 20 novel mechanisms that show early promise for continuing to turn the tide in the fight against cancer. We also saw significant advancement within our vaccines portfolio, led by GARDASIL, our HPV vaccine. Health authorities around the world are increasingly recognizing how this vaccine helps prevent certain HPV-related cancers, including cervical cancer. Our vaccines pipeline is perhaps the strongest it has ever been. Our hospital and specialty care business is performing well, driven by sales of BRIDION.new drugs. In addition in 2018, two new medicines for HIV were approved into Acceleron, we also completed the United States and Europe that build on our legacy in this therapeutic area. Meanwhile, our animal health business continues to deliver strong results. As the world struggles to feed nearly 100 million new people each year, we believe we can make an important contribution to sustainable food supply. MERCK & CO., INC.2019 PROXY STATEMENT LETTER FROM THE CHAIRMAN, PRESIDENT AND CEO 5   The acquisition of Antelliq, announced in December 2018, allowsPandion Therapeutics, which enabled us to participatebring in a fast-growing portion of the sector with increased capabilities in digital animal identification, traceabilityan early-stage asset, leverage our immunology learnings from our immuno-oncology research and monitoring solutions. Delivering innovative products is at the core of who we are as a Company. We are proudbegin to extend our focus into autoimmune diseases. Business development will remain an imperative strategic priority that helps bolster and augment our investigational vaccine for Ebola has been deployed in the field in the Democratic Republic of Congopipeline, drives stronger performance, and has become the backbone of efforts to contain the second deadliest Ebola outbreak in history. Indeed, these achievements stand out not only as hallmarks of a good year for Merck but as milestones in healthcare history because of their significance in helping patients. Certainly, there are some challenging headwinds, particularly as it relates to drug pricing. This trend has been apparent for some time, but the political environment is bringing this issue into even higher prominence. Despite that, we feelenhances our research-focused strategy is the right one to continue to provide value to patients and society.long-term potential. We will continue to seekaggressively pursue compelling external science to supplement our internal pipeline, leveraging a science-driven and portfolio-informed approach. We have also worked to further integrate our Environmental, Social and Governance (ESG) initiatives into the core of Merck’s culture and business. We remain committed to operating responsibly to help ensure a safe, healthy, and sustainable environment. Our focus in this space helps advance our company’s efforts and is integral to saving and improving lives. We worked hard throughout 2021 to achieve the ESG goals that we’ve set which challenge Merck to drive change by: expanding health access and equity; continuing to cultivate a diverse, inclusive and engaging environment for our employees; setting ambitious yet impactful sustainability goals; and fostering ethics and values across the organization to drive a culture empowered to Speak Up and maintain compliance. Merck will continue improving patient outcomes and contributing to a healthier world, while also delivering value for our shareholders and all stakeholders. We are proud of our legacy and passionate about our future, as we work with speed, urgency, and agility to bring forward innovations that address unmet needs. For over a century, Merck has been propelled by bold ideas and innovation that advance human health. We know the most promising innovations through internal research as well as externally through business development. In 2018, we announced a five-year $16 billion investment in capital projects to improve our capabilities, expand our capacity and better positionworld needs more of what Merck can deliver now – this is what inspires us to continue to invest in developinghelping and supplying innovations. This is in addition tohealing patients around the world as we move forward. Thank you for your confidence and support of our significant annual R&D investment. Our success in 2018 demonstrated the importance of the work we do.Company. We are encouraged by our recent progress and optimistic about our future prospects for benefiting patients, creating sustainable long-term growth and increasing returns for you, our shareholders. We hope that you will participate in the Annual Meeting either by attending and voting in personvirtually or by voting, as promptly as possible, through other acceptable means as described in this proxy statement as promptly as possible. Merck began distributing its Notice of Internet Availability of Proxy Materials, proxy statement and the 2018 Annual Report on Form 10-K, and proxy card/voting instruction form, as applicable, to shareholders and to employee benefit and stock purchase plan participants on April 8, 2019.statement. Your voteparticipation is important, — so please exercise your right.right to vote.   Sincerely, Kenneth C. Frazier CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER APRIL 8, 2019 MERCK & CO., INC.2019 PROXY STATEMENT 6 Kenneth C. Frazier Executive Chairman   Robert M. Davis Chief Executive Officer and President   Merck & Co., Inc. 2022 Proxy Statement A MESSAGE FROM MERCK’S LEAD INDEPENDENT DIRECTOR 4        A Message from Merck’s Independent Lead Director Dear Merck Shareholders, For more than 130 years, Merck has remained dedicated to its mission of saving and improving lives. This dedication is evident in Merck’s commitment to providing timely access globally, following applicable authorizations and approvals, to molnupiravir, the Company’s investigational oral antiviral COVID-19 medicine. Merck has pursued a comprehensive supply and access approach to fulfilling this commitment, including investing at risk to produce millions of courses of therapy and granting a voluntary license to the Medicines Patent Pool to make generic molnupiravir available in more than 100 low- and middle-income countries following local regulatory authorizations or approvals – the first such license to the Medicines Patent Pool for a COVID-19 medical technology. My fellow Directors and I remain stronglyare committed to Merck’s mission as well in our work overseeing the Company’s missionaffairs and fulfilling our responsibilities. The process of planning and executing a smooth CEO transition, in particular, is one of the Board’s most important responsibilities. Our planning resulted last year in a successful CEO transition with Robert M. Davis, then-CFO, succeeding Kenneth C. Frazier as the Company’s President, effective April 1, 2021, and Chief Executive Officer, effective July 1, 2021. Mr. Davis also became a Board member effective July 1, 2021. The Board believes Mr. Davis is the right person to savelead Merck into the future and improve lives as we need true innovation to overcome the health challenges we face. Merck’s medicines and vaccines have advanced the frontierscontinue its long history of focusing on science and innovation as the driver of long-term sustainable value creation for patients and shareholders. In September 2021, I was honored to be selected by my fellow independent Directors to assume the role of Lead Director. We also announced other important leadership transitions in 2021, electing Dean Y. Li to succeed Roger M. Perlmutter as Executive Vice President and President, Merck Research Laboratories, and Caroline Litchfield to succeed Mr. Davis as Chief Financial Officer. Most recently, with the Board’s support, the Company announced a new leadership structure for its Human Health business, consisting of (i) Human Health Global Marketing led by Arpa Garay, (ii) Human Health U.S. led by Jannie Oosthuizen, and (iii) Human Health International led by Deepak Khanna on an interim basis. This structure will enable the Company to build on its momentum, develop its internal talent and expand its high performing senior leadership team. In addition to management succession planning, the independent members of the Board regularly review the Board’s leadership structure and will do so again in 2022. Our Board believes that our shareholders and our Company are bringing new hopebest served by allowing the Board to patientsexercise its judgment regarding the most appropriate leadership structure at a given time. As part of the Company’s CEO transition, and considering the facts and circumstances at the time, the Board determined that Merck’s shareholders were best served by a leadership structure consisting of (i) Mr. Frazier, our former CEO, serving as Executive Chairman for a transition period, (ii) Mr. Davis serving as CEO and President, and (iii) an independent director appointed by the Board’s independent members serving as Lead Director, and each role has clearly delineated responsibilities. For example, as Executive Chairman, Mr. Frazier focuses on Board operations and governance matters, as CEO, Mr. Davis manages the general supervision, direction and strategy of the business and affairs of the Company subject to the Board’s overall oversight, and, as independent Lead Director, I work closely with cancerboth our Executive Chairman and other diseases aroundour CEO to set board agendas, approve board materials and ensure that Merck achieves the worldhighest level of corporate governance. Both as a full Board and are helping to ensure a sustainable food supply for the planet’s growing population. Our Company’s strategy is focused onthrough our innovation imperative andfour standing committees composed of independent directors only, we are pleased our 2018 financial results reflect the success of our strategy. Board Oversight of Business Strategy and Risk Our Board is dedicated to the effective oversight of the Company’s business and the key risks the Company faces. We believe in the business value of having diverse perspectives in the boardroom. We are deliberate in ensuring we have the right mix of perspectives, skills and expertise to address the Company’s current and anticipated needs as opportunities and challenges facing the Company. As your representatives, Board membersCompany evolve. Our Directors draw on their leadershipunique experiences and areas of expertise to provide guidance on corporate strategy and monitor its implementation in areas such as research and development, capital allocation, operating results, global manufacturing and business development. Independent Board Leadership: CEO Succession and Board Evaluation Processes As independent Lead Director, I work closely with our Chairman and CEO Ken Frazier to ensure a productive partnership betweenhuman capital management and the independent Directors. I amglobal manufacturing. The Board also responsibleprovides oversight for the annual reviewCompany’s ESG strategy and performance as a whole and through our committees based on their specific areas of our Board’s effectiveness,competency. This year, we are delighted to nominate as well asa new Director, Douglas M. Baker, Jr., Executive Chairman of Ecolab, Inc., a provider of water and hygiene services and technologies for the evaluation offood, hospitality, industrial, and energy markets. Mr. Frazier’s effectiveness. Our 2018 annual Board evaluation was particularly robust, asBaker brings extensive expertise in corporate governance and general and organizational management, and we look forward to him joining the Board engaged an independent third party to help ensure a thorough review of its leadership structure, its committees and operational effectiveness.Board. The process of planning and executing a smooth CEO transition is one of the Board’s most important responsibilities. In 2018, the Board made the important decision to end its previous policy of mandatory CEO retirement at age 65. The Board determined that the policy placed an artificial and arbitrary end date on a CEO’s tenure unrelated to developments in the business or the CEO transition process. We are fortunate as shareholders that Ken Frazier has committed to remain in the CEO role past this date. Under my leadership, the Board continues to review Mr. Frazier’s performance, evaluate potential internal and external successors, and to consider the appropriate time for a transition. Board Refreshment One of the most important tasks of the Governance Committee that I chair is to ensure that the Board continues to have the right mix of skills, expertise and perspectives as the needs of the business evolve. Since 2015, the Board has welcomed a total of five new Directors. The Board recently adopted a formal diversity policy to guide the Director succession process, reflecting our long-standing belief in the business value of having diverse perspectives represented in the boardroom. Shareholder Engagement Our Board is committed to meaningful shareholder engagement. During 2018, we expanded our program to include greater Board member involvement in the engagement meetings. I was pleased to meet in person, along with my fellow Directors, Pamela Craig and Tom Glocer, with a significant number of our largest shareholders. These meetings provided an opportunity for robust discussion and helped to enhance the Board’s understanding of the key issues which matter to our investors. Thank you forappreciate your investment in Merck and your support for the Board. We remain committed to serving you and the patients around the world that depend on theMerck’s life-saving work of this Company.work.        Leslie A. BrunThomas H. Glocer LEAD INDEPENDENT DIRECTOR APRIL 8, 2019 MERCK & CO., INC.2019 PROXY STATEMENT TABLE OF CONTENTS 7Independent Lead Director   Merck & Co., Inc. 2022 Proxy Statement CONTENTS    5 Contents Proxy Summary 86 Corporate Governance 1311 Governance Highlights 11 Board Leadership Structure 12 Lead Director 13 Board Meetings and Committees 14 Board’s Role in Strategic Planning 13 17 Independence of DirectorsRisk Oversight 14 18 Board Leadership StructureCybersecurity and Privacy 15 19 Lead DirectorESG Matters 16 20 A Strategic Approach to ESG 20 Criteria for Board Membership and Director Nomination Process 17 21 Management Succession Planning 18 23 Board Succession Planning 23 Annual Board Evaluation 19 24 Risk OversightShareholder Engagement and Feedback 19 24 Related Person Transactions 20 Board Meetings and Committees 20 Compensation Consultants 23 Shareholder Engagement 24 Shareholder Communications with the Board 25 26 Political Contributions and Lobbying Expenditure Oversight and Disclosure 25 27 Commitment to Corporate ResponsibilityGovernance and Transparency Around Drug Pricing 26 27 Independence of Directors    27 Related Person Transactions 28 Compensation Consultants 29 Stock Ownership Information 2830 Stock Ownership of Directors and Officers 28 30 Delinquent Section 16(a) Reports 30 Stock Ownership of Certain Beneficial Owners 29 31 Section 16(a) Beneficial Ownership Reporting Compliance 29 Proposal 1. Election of Directors 30   32   20192022 Nominees for Director 30 33 Director Compensation 37   40   20182021 Director Compensation 38 41 Proposal 2. Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers 4042 Compensation Discussion and Analysis 4243 Executive Summary    44 Executive Compensation Program Objectives and Strategy 45 Compensation Policies and Practices 46 Peer Groups 47 Detailed Discussion and Analysis 48 The Elements of 2021 Compensation 51 Compensation Risk Assessment 61 Compensation and Management Development Committee Report 61 Summary Compensation Table 5762 CEO Pay Ratio      65 Grants of Plan-Based Awards 6166 Outstanding Equity Awards 6368 Option Exercises and Stock Vested 6571 Pension Benefits 6672 Nonqualified Deferred Compensation 6975 Potential Payments Upon Termination or a Change in Control 7076 Proposal 3. Proposal to Adopt the 2019 Incentive Stock Plan 75 Proposal 4. Ratification of Appointment of Independent Registered Public Accounting Firm for 20192022 84   82   Audit Committee’s Report 85 83 Pre-Approval Policy for Services of Independent Registered Public Accounting Firm 85 83 Fees for Services Provided by the Independent Registered Public Accounting Firm 86 84 Shareholder Proposals 8785 Proposal 4. Shareholder Proposal Regarding an Independent Board Chairman 85 Proposal 5. Shareholder Proposal Concerning An Independent Board ChairmanRegarding Access to COVID-19 Products 87 Proposal 6. Shareholder Proposal Concerning Executive Incentives and Stock BuybacksRegarding Lobbying Expenditure Disclosure 9089   Proposal 7. Shareholder Proposal Concerning Drug Pricing 92 Questions and Answers About the Annual Meeting and Voting 9491 Shareholder Proposals and Director Nominations for the 20202023 Annual Meeting of Shareholders 98   95   Forward LookingForward-Looking Statements 9996 Other Matters 9996 Appendix A — Non-GAAP Income and Non-GAAP EPS 10097 Appendix B — Explanation of Adjustments to Non-GAAP Results for Incentive Plans 10299 Merck & Co., Inc. 2022 Proxy Statement 6      Appendix C — Merck & Co., Inc. 2019 Incentive Stock Plan 103 MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.       8   DATE AND TIME Tuesday, May 28, 2019 9:00 a.m. EST      LOCATIONProxy Summary Bridgewater Marriott 700 Commons Way Bridgewater, NJ 08807   This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. Date and Time RECORD DATETuesday, May 24, 2022 9:00 a.m. ET Record Date March 29, 201925, 2022 Location Via Webcast at www.virtualshareholdermeeting.com/MRK2022 VOTING MATTERS See page Board’s recommendation PROPOSAL Voting Matters Page Board’s Recommendation Proposal 1 Election of Directors Page 30 32 FOR each Nominee PROPOSAL 2 Proposal 2 Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) Page 40 42 FOR PROPOSAL 3 Proposal to Adopt the 2019 Incentive Stock Plan Page 75 FOR PROPOSAL 4 Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm for 20192022 Page 84 82 FOR SHAREHOLDER PROPOSALS PROPOSAL 5 Shareholder Proposals Proposal 4 Shareholder Proposal Concerning AnRegarding an Independent Board Chairman Page 87 85 AGAINST PROPOSAL 6 Proposal 5 Shareholder Proposal Concerning Executive Incentives and Stock BuybacksRegarding Access to COVID-19 Products Page 90 87 AGAINST PROPOSAL 7 Proposal 6 Shareholder Proposal Concerning Drug PricingRegarding Lobbying Expenditure Disclosure Page 92 89 AGAINST BUSINESS HIGHLIGHTS   5% Revenue Growth despite the negative impact of $1.2B in loss of exclusivity   $9.8BBusiness Highlights GAAP investment in R&D in 2018   SHAREHOLDER VALUE CREATION    $12.2B in R&D expenditures     $14.3BCapital Returned & Dividend Increase $7.5B Capital Returned to Shareholders (dividends (dividends and share repurchases)   15% increase to quarterly dividend beginning in January 2019    AnnualizedTotal Shareholder Return(1) Year-End 2021   1-Year   3-Year 1.8%   4.9% 5-Year 9.8%     (1)   Relative Total Shareholder Return, a component of our Performance Share Unit program that is described on page 55, is calculated on a different basis.   Merck & Co., Inc. 2022 Proxy Statement TOTAL SHAREHOLDER RETURN     Year-end 2018 1-YEARProxy Summary   40.0% 3-YEAR 16.6%   5-YEAR7 12.3% TOP QUARTILE ABOVE MEDIAN   MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents PROXY SUMMARY 2018 NEOs AND COMPENSATION HIGHLIGHTS 9 20182021 NEOs AND COMPENSATION HIGHLIGHTSand Compensation Highlights (PAGE 47) Page 48) Below is a list of our 20182021 Named Executive Officers, (“NEOs”)or “NEOs”, and select compensation highlights from 2018.2021. For additional information on our elements of 20182021 compensation, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 42.43.                           Annual Base Salary$           Target Annual Incentive%           Target Long-Term Incentive$             Target TDC   Increase%(1)                  2021 NEOs                                                                                      Robert M. Davis Chief Executive Officer, President and Former Chief Financial Officer       $1,500,000     150%     $10,750,000(2)     +131%                     .........................................................................................................................................................       Kenneth C. Frazier Executive Chairman and Former Chief Executive Officer         1,250,000     100     10,750,000     -34                     .........................................................................................................................................................       Caroline Litchfield Executive Vice President and Chief Financial Officer         900,000     100     2,200,000     —(3)                     .........................................................................................................................................................       Frank Clyburn Former Executive Vice President and President, Human Health(4)         1,000,000     100     4,300,000     —(3)                     .........................................................................................................................................................       Richard R. DeLuca, Jr. Executive Vice President and President, Merck Animal Health         800,000     100     2,700,000     —(3)                     .........................................................................................................................................................       Dean Li, M.D., Ph.D. Executive Vice President and President, Merck Research Laboratories         950,000     100     3,000,000     —(3) (1) Target Total Direct Compensation (“TDC”) is defined as the sum of annual base salary, target annual cash incentive and target long-term incentive. This column reflects the increase in Target TDC from 2020 to 2021 for those who were NEOs in 2020.   Annual Base Salary Increase% Target Annual Incentive Target Long-Term Incentive Total Target Direct Compensation Increase% (2) Kenneth C. Frazier Chairman, PresidentIn 2021, Mr. Davis’ actual LTI award was $9,200,000, which reflects 3 months at the 2021 CFO rate and Chief Executive Officer 9 months at the CEO rate, when Mr. Davis became President. +2.2% No change +$500,000    +3.6% (3) Robert M. Davis Executive Vice President, Global Services,Ms. Litchfield, Mr. Clyburn, Mr. DeLuca and Chief Financial Officer Dr. Li were not NEOs in 2020. +2.5 No change No change +0.9  (4) Roger M. Perlmutter Mr. Clyburn resigned from his position as Executive Vice President and President, Merck Research Laboratories +3.0 No change No change +1.1   Adam H. Schechter* Former Executive Vice President and President, Global Human Health, effective February 1, 2022. +2.5 No change No change +0.9 Jennifer L. Zachary Executive Vice President and General Counsel New Hire *Mr. Schechter served as Executive Vice President and President, Global Human Health until December 31, 2018. VARIABLE COMPENSATION IS A CRITICAL COMPONENT OF OUR PAY-FOR-PERFORMANCE OBJECTIVESVariable Compensation is Critical to Achieve Our Objectives (PAGE 44)Page 45) Merck’s compensation programs are designed to align the interests of our executives with the interests of our shareholders.shareholders, among other objectives. For this reason, a significant portion of theour NEOs’ pay of our NEOs is variable and at-risk, subject to Company performance as measured against financial, operating and strategic objectives, as well as relativeRelative Total Shareholder Return (“R-TSR”)or R-TSR (as defined in Appendix B). The Company’s variable incentives demonstrate a strong linkage between pay and performance. Annual Cash Incentive — The Company Scorecard (described in more detail on page 50)53) focuses on our most critical business drivers — the Company’s target revenue (“Revenue”), non-GAAP pre-tax income (“Pre-Tax Income”) and pipelinethe Company’s research and development goals for the incentive program (“Pipeline”) — and is used to determine the payout of our annual incentive for all eligible employees, including our NEOs under the Executive Incentive Plan (“EIP”).Plan. Our Scorecard performance during 20182021 resulted in above-target achievement of 126%148%.   Merck & Co., Inc. 2022 Proxy Statement 8   Proxy Summary Long-Term Incentive (“LTI”) — The Performance Share Units (“PSUs”) granted for the 2016-2018 performance period provided senior executiveslong-term incentive program, consisting of a mix of PSUs and stock options, provides our NEOs with the opportunity to earn share awardsown Merck stock, directly linking a substantial portion of their compensation to the returns realized by our shareholders. The 2019 PSU program (described in more detail on page 57) paid out at 140% based on achievement of cumulative two-year OCF, cumulative two-year EPS and three-year Operating Cash Flow (“OCF”) and R-TSR metrics during the performance versus our Peer Group, eachperiod, weighted at 25%, 25% and 50%. The overall payout for, respectively. As previously disclosed, cumulative two-year OCF and EPS metrics were used due to the three-year period ending December 31, 2018complexities associated with disentangling our Organon business from a multi-year financial plan. Organon was 126%, reflecting a score of 115% of target based on OCF results and 137% of target based on R-TSR results versus Peers. Additional details about our PSU program and the 2016-2018 PSU award cycle are provided beginning on page 53.successfully spun off in June 2021. Say-On-Pay Advisory Vote (Page 46)   SAY-ON-PAY ADVISORY VOTE (PAGE 45) In 2018,2021, shareholders continued their support for our executive compensation programs with 95%approximately 91% of the votes cast for approvalvoting in favor of approving the say-on-pay proposal. Consistent with the Company’s strong interest in shareholder engagement and our pay-for-performance approach, the Compensation and BenefitsManagement Development Committee has continuedcontinues to examineevaluate our executive compensation program to ensure alignment between the respective interests of our executives and shareholders. NoThe C&MD Committee did not make significant changes were made to our executive compensation program in 20182021 as a direct result of the most recent say-on-pay vote. We ask that our shareholders approve, on an advisory basis, the compensation of our NEOs as further described in Proposal 2 on page 40. 42. For additional information, please refer to the CD&A inbeginning on page 43 of this proxy statement. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 10 PROXY SUMMARY GOVERNANCE HIGHLIGHTS GOVERNANCE HIGHLIGHTS Good corporate governance benefits both our customersShareholder Engagement and our shareholders, and is essential to our long-term business success. For this reason, we devote considerable time and resources to making sure that: our policies reflect our values and business goals; we have an effective corporate governance structure; and we are operating in a way that is open, honest and transparent. We highlight some significant aspects of our corporate governance practices below.Feedback RECENT DEVELOPMENTS •   Engaged a third-party to facilitate the Board’s 2018 self-evaluation •   Formally adopted a Diversity Policy within the Policies of the Board Independence •   Eleven of our twelve director nominees are independent. •   We have a strong independent lead director. •   Our independent directors convene regular executive sessions. •   All four of our standing Board committees (Audit, Compensation and Benefits, Governance and Research) are comprised solely of independent directors. Accountability •   Every director stands for re-election every year. •   Directors are elected by majority vote. Best practices •   Our Board of Directors as a whole, and each individual Board committee, conducts a self-evaluation every year. •   The Board actively participates in CEO succession planning. •   The Board is diverse in terms of gender, ethnicity, experience, and skills. Transparency •   We have strong control over our political spending, and disclose corporate political activity. •   We disclose aspects of our public policy engagement. Board oversight •   The full Board and each individual Board committee is responsible for overseeing risk. •   The full Board oversees corporate strategy. Alignment with shareholder interests •   Our officers and directors are prohibited from engaging in hedging, pledging, or short sale transactions involving Company stock. •   Executives and directors must hold prescribed meaningful amounts of Company stock. •   We have a robust shareholder engagement program. •   We have a proxy access provision in our By-Laws, under which shareholders who own 3% of our stock for at least three years may nominate up to 20% of the members of our Board. •   Holders of 15% of our shares may call a special meeting. •   We do not have a shareholder rights plan (also known as a poison pill). •   We do not have any supermajority voting provisions. Compensation practices •   We have conducted an annual say-on-pay advisory vote since 2011. •   All incentive compensation paid to executives is subject to a clawback policy. •   Our incentive compensation awards are designed to align pay with performance. Citizenship •   We have a longstanding commitment to corporate responsibility. •   All of our employees must adhere to a robust Code of Conduct. SHAREHOLDER ENGAGEMENT AND FEEDBACK (PAGEPage 24) Merck communicates regularly communicates with shareholders to better understand their perspectives and has established a shareholder engagement program that is both proactive and cross-functional. Members of our Board of Directors participate personally in engagements with our largest shareholders. During 2018,In addition, our Lead Director, Leslie Brun,who is also Chair of the Compensation and Benefitsour Governance Committee, Thomas Glocer, and Chair of the Audit Committee, Pamela Craig, all participatedparticipates in substantive engagements with manysome of the Company’s largest shareholders. TheseIn 2021, discussions with shareholders covered a wide range of topics of interest to shareholders, including the Company’s response to the COVID-19 pandemic and related matters, the Board’s composition and leadership, management and director succession, Environmental, Social and Governance (“ESG”) reporting, executive compensation Merck’s environmental and sustainability goals,programs, human capital management and other governance matters. These discussions provided valuable insights into shareholder views, and we heard from many shareholders that they greatly appreciated the opportunity to engage with Directors directly. our Company. We will continue to engage with shareholders on a regular basis to better understand and consider their views on our executive compensation programs, corporate responsibilityESG and corporate governance practices. Board Composition and Refreshment At least annually, the Governance Committee considers the size, structure and needs of the Board. The Governance Committee reviews possible candidates for the Board and recommends Director nominees to the Board for approval. MERCK & CO.In selecting Director nominees, the Board considers its composition, including its diversity, and the skills, areas of expertise and experience then-represented on the Board. The Board also considers the Company’s current and future global business strategies, opportunities and challenges. Such considerations have resulted in the election of five new Board members over the last three years and the nomination of a new director in this proxy statement. For more information, see “Criteria for Board Membership and Director Nomination Process” beginning on page 21. Considering the factors noted above, the Board is nominating an additional independent Director to stand for election by shareholders at the 2022 Annual Meeting of Shareholders, Mr. Douglas M. Baker, Jr., INC.2019 PROXY STATEMENTExecutive Chairman of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial, and energy markets.   Merck & Co., Inc. 2022 Proxy Statement Back to Contents PROXY SUMMARYProxy Summary   NOMINEES FOR DIRECTOR 119   NOMINEES FOR DIRECTORNominees for Director (PAGE 31)Page 33) The following provides summary information about each Director nominee. Each Director stands for election annually. Detailed information about each individual’s background, skill setskillsets and areas of expertise can be found beginning on page 31.33.           Current Committee Memberships           Audit C&MD Governance Research   Director Nominee Age          Director          Since Title   Douglas M. Baker, Jr.*   63   — Executive Chairman and Former Chief Executive Officer, Ecolab Inc.   Mary Ellen Coe   55   2019 President, Google Customer Solutions, Google Inc.       Pamela J. Craig   65   2015 Former Chief Financial Officer, Accenture plc       Robert M. Davis Management   55   2021 Chief Executive Officer and President, Merck & Co., Inc.   Kenneth C. Frazier Management   67   2011 Executive Chairman, Merck & Co., Inc.   Thomas H. Glocer Lead Director   62   2007 Former Chief Executive Officer, Thomson Reuters Corporation       Risa J. Lavizzo-Mourey, M.D.   67   2020 Penn Integrates Knowledge Professor of Health Equity and Health Policy, University of Pennsylvania         Stephen L. Mayo, Ph.D.   60   2021 Bren Professor of Biology and Chemistry, California Institute of Technology       Paul B. Rothman, M.D.     64   2015 Dean of Medical Faculty and Vice President for Medicine, The Johns Hopkins University, and CEO, Johns Hopkins Medicine         Patricia F. Russo   69   1995 Chairman, Hewlett Packard Enterprise Company; Former Chief Executive Officer and Director, Alcatel-Lucent         Christine E. Seidman, M.D.   69   2020 Thomas W. Smith Professor of Medicine and Genetics, Harvard Medical School, and Director, Cardiovascular Genetics Center, Brigham and Women’s Hospital             Inge G. Thulin   68   2018 Former Chairman of the Board, President and Chief Executive Officer, 3M Company           Kathy J. Warden   50   2020 Chairman, Chief Executive Officer and President, Northrop Grumman Corporation         Peter C. Wendell   71   2003 Managing Director, Sierra Ventures             Number of Meetings in 2021 9 5 6 5 *Mr. Douglas M. Baker, Jr. is a first-time Director nominee for election at the 2022 Annual Meeting of Shareholders. If elected, Mr. Baker would serve as a member of the Compensation and Management Development Committee and the Governance Committee. Effective May 5, 2022, Mr. Baker will retire as Executive Chairman of Ecolab, Inc.   Committee Chair             Current Committee Memberships           Audit Compensation   and Benefits   Governance Research   Director nominee Age Director   Since   Title           Leslie A. Brun  Lead Independent Director  66   2008   Chairman and Chief Executive Officer, Sarr Group, LLC  Thomas R. Cech, Ph.D.  71  2009  Distinguished Professor, University of Colorado    Mary Ellen Coe  52 2019  President, Global Customer Solutions, Alphabet Inc. (formerly Google Inc.)  Pamela J. Craig 62  2015  Former Chief Financial Officer, Accenture plc  Kenneth C. Frazier  Management  64   2011  Chairman, President and Chief Executive Officer, Merck & Co., Inc.  Thomas H. Glocer  59  2007  Former Chief Executive Officer, Thomson Reuters Corporation    Rochelle B. Lazarus 71  2004  Chairman Emeritus, Ogilvy & Mather  Paul B. Rothman, M.D.  61  2015  Dean of Medical Faculty and Vice President for Medicine, The Johns Hopkins University, and CEO, Johns Hopkins Medicine    Patricia F. Russo  66  1995  Chairman, Hewlett Packard Enterprise Company; Former Chief Executive Officer and Director, Alcatel-Lucent  Inge G. Thulin 65  2018  Executive Chairman of the Board, 3M Company  Wendell P. Weeks 59  2004 Chairman, Chief Executive Officer and President, Corning Incorporated   Peter C. Wendell 68 2003 Managing Director, Sierra Ventures   Number of Meetings in 2018     9 6 3 4 Merck & Co., Inc. 2022 Proxy Statement   Committee Chair MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 10 12  Proxy Summary PROXY SUMMARY BOARD COMPOSITION AND REFRESHMENT   BOARD COMPOSITION AND REFRESHMENT On an annual basis, the Governance Committee considers the size, structure and needs of the Board, reviews possible candidates for the Board, and recommends director nominees to the Board for approval. In selecting director nominees, the Board considers its own composition, including its diversity, and the skills, areas of expertise and experience represented. The Board also takes into account the Company’s current and future global business strategies, opportunities, and challenges. Such considerations have resulted in the election of three new Board members over the last three years. For more information, see “Criteria For Board Membership AndOur 2022 Director Nomination Process” beginning on page 17. In consideration of the factors noted above, the Board elected Ms. Mary Ellen Coe, President Global Customer Solutions of Alphabet Inc. (formerly Google Inc.), as a new independent Director in 2019. Dr. Craig B. Thompson retired from the Board effective October 2, 2018. Due to other commitments, Dr. John H. Noseworthy will not be standing for re-election to the Board. OUR 2019 DIRECTOR NOMINEES SNAPSHOT Nominees Snapshot Our Board possessesDirector nominees possess broad expertise, skills, experience and perspectives that will facilitate the strong oversight and strategic direction required to govern the Company’s business and strengthen and support senior management. As illustrated by the following chart,charts, our Board is made upslate of Director nominees consists of individuals with expertise in fields that align with the Company’s business and long-term strategy, and reflectsincludes a mixture of tenure that allows for both new perspectives and continuity.continuity and reflects the Board’s commitment to diverse perspectives.     Board Skills and Qualifications (of 14 Director Nominees) No. of Nominees CEO Leadership 9 Financial 7 Scientific 4 Health Care Industry 4 Global Strategy & Operations 9 Marketing or Public Relations 3 Digital/Technology 7 Public Company Governance 5 Public Policy & Regulation 3 Talent Management 9 Capital Markets Experience 3    Merck & Co., Inc. 2022 Proxy Statement   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents CORPORATE GOVERNANCE        11 Corporate Governance     13   The Board has the legal responsibility for overseeing the affairs of the Company and for the overall performance of the Company. The Board’s primary mission is to represent and protect the interests of our shareholders. To that end, the Board selects and oversees the senior management team, which is charged with conducting Merck’s daily business.   The Board has adopted corporate governance principles (the “Policies of the Board”) that, together with our Restated Certificate of Incorporation, By-Laws and Board committee charters, form the governance framework for the Board and its committees. The Policies of the Board cover a wide range of subjects, including the philosophy and functions of the Board, the composition of the Board, the independent Lead Director’s responsibilities, categorical independence standards, Director qualifications, assessment of the Board, committee responsibilities, Director transition and retirement, service on other boards, Director compensation, stock ownership guidelines, chairmanship of meetings, Director orientation and continuing education, incumbent Director resignation and related person transactions. From time to time, the Board revises the Policies of the Board and Board committee charters in response to changing regulatory requirements, evolving best practices and the perspectives of our shareholders and other constituents. Most recently, in March 2022, the Board amended: (1) the Policies of the Board and the Charter of the Governance Committee to more expressly reflect (a) the Board’s oversight of ESG matters and (b) the Governance Committee’s assistance in this regard; and (2) the Charter of the Audit Committee to clarify the Audit Committee’s responsibility for reviewing the Company’s cybersecurity risk management program. Governance Materials The following items relating to corporate governance at Merck are available on our website at www.merck.com/about/leadership:company-overview/leadership/board-of- directors:   Restated Certificate of Incorporation of Merck & Co., Inc.   By-Laws of Merck & Co., Inc.   Policies of the Board — a statement of Merck’s corporate governance principlesguidelines   Merck Board Committee Charters   • Merck Code of Conduct — Our Values and Standards Shareholder Communications with the Board   Merck Code of Conduct — Our Values and Standards BOARD’S ROLE IN STRATEGIC PLANNINGGovernance Highlights The Board — acting both as a wholeWe believe good corporate governance is essential to achieving long-term shareholder value. We are committed to governance policies and through its four standing committees — is fully involved inpractices that serve the Company’s strategic planning process. Allinterests of our DirectorsCompany and its many stakeholders. For this reason, we devote considerable time and resources to making sure that our policies reflect our values and business goals, we have an obligation to keep informed about the Company’s businesseffective corporate governance structure, and strategies, so they can provide guidance to managementwe operate in formulatingan open, honest and developing plans and knowledgeably exercise their decision-making authority on matters of importance to the Company. The Board’s oversight and guidance are inextricably linked to the development and review of the Company’s strategic plan. By exercising sound and independent business judgment on the strategic issues that are important to the Company’s business, the Board facilitates Merck’s long-term success. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 14 CORPORATE GOVERNANCE INDEPENDENCE OF DIRECTORS OUR STRATEGIC PLANNING CYCLE   INDEPENDENCE OF DIRECTORS The Policies of the Board require that a substantial majority oftransparent way. In addition, we evaluate our Directors be independent. In making independence determinations, the Board observes all relevant criteria established by the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”),practices against prevailing best practices as well as categorical independence standards set forthemerging and evolving topics identified in the Policiesa variety of the Board. The Board considers all relevant factsways, including through shareholder engagement and circumstances in making an independence determination.corporate governance organizations.   To be considered independent, an outside director must meet the bright line independence tests established by the NYSE, and the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company.Merck & Co., Inc. 2022 Proxy Statement 12   Corporate Governance    Board Leadership Structure   The Board also rigorously considers all relevant heightened independence requirements for membersWe highlight some significant aspects of the Audit Committee and the Compensation and Benefits Committee. The Governance Committee reviews the Board’s approach to determining director independence periodically and recommends changes, as appropriate, for consideration and approval by the full Board. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contentsour corporate governance practices below.   Independence •  We have a strong independent Lead Director. •  Our independent Directors convene regular executive sessions. •  All four of our standing Board committees (Audit, Compensation and Management Development, Governance and Research) are comprised solely of independent Directors. •  Twelve of our fourteen Director nominees are independent. Accountability •  Every Director stands for re-election every year. •  Directors are elected by majority vote. •  An incumbent director who does not receive a majority vote must tender his/her resignation, and the Governance Committee must promptly make a recommendation as to the tendered resignation. The Board must act on the Governance Committee’s recommendation within 90 days after certification of the vote and publicly disclose its decision and rationale. Best practices •  Our Board of Directors as a whole, and each individual Board committee, conducts a self-evaluation every year. •  The Board actively engages in CEO succession planning. •  The Board is diverse in terms of gender, ethnicity, experience and skills. •  Our Board policies include an express Diversity Policy. Transparency •  We have strong control over our political spending and disclose corporate political activity and contributions in the U.S., Canada and Australia. •  We disclose aspects of our public policy engagement, including our key lobbying/advocacy issues. CORPORATE GOVERNANCEBoard oversight •  The full Board and each individual Board committee is responsible for overseeing risk. •  The full Board oversees corporate strategy. BOARD LEADERSHIP STRUCTUREAlignment with shareholder interests •  Our officers and directors are prohibited from engaging in hedging, pledging or short sale transactions involving Company stock. •  Executives and Directors must hold prescribed meaningful amounts of Company stock. •  We have a robust shareholder engagement program. •  We have a proxy access provision in our 15By-Laws under which shareholders who own 3% of our stock for at least three years may nominate up to 20% of the members of our Board. •  Holders of 15% of our shares may call a special meeting. •  We do not have a shareholder rights plan (also known as a poison pill). •  We do not have any supermajority voting provisions. Compensation practices •  We have conducted an annual say-on-pay advisory vote since 2011. •  All incentive compensation paid to executives is subject to a clawback policy. •  Our incentive compensation awards are designed to align pay with performance. •  Our Compensation and Management Development Committee uses an independent compensation consultant. Operating Responsibly •  We have a longstanding commitment to operating responsibly. •  All of our employees must adhere to a robust Code of Conduct.   INDEPENDENCE DETERMINATIONSBoard Leadership Structure In accordance with the NYSE Corporate Governance Listing StandardsThe Board is highly empowered and engaged, and the categorical standards reflectedindependent Directors evaluate our Board leadership structure at least annually. The Board believes that the Company and our shareholders are best served by allowing the Board to exercise its judgment regarding the most appropriate leadership structure for the Company and the Board at a given time. The Board’s discretion should not be unduly constrained in advance because the Policiesmost appropriate leadership structure at any given time will depend on a variety of factors, including the leadership, skills and experience of each of the CEO, the independent Lead Director and the other members of the Board, as well as the needs of the business and other factors. Currently, the Board reviewed relationships between the Company and each Director. As a result of that review, the Board has determined that, with the exception of Kenneth C. Frazier, our Chairman and CEO, each Director has only immaterial relationships with the Company, and accordingly, each is independent under these standards. The Board also has determined that each member of the Audit Committee, the Compensation and Benefits Committee, and the Governance Committee is independent within the meaning of the NYSE Corporate Governance Listing Standards and the rules of the SEC. In making these determinations, the Board considered relationships that exist between the Company and other organizations where each Director serves, and the fact that in the ordinary course of business, transactions may occur between the Company, or one of our subsidiaries, and such organizations. The Board also evaluated whether there were any other facts or circumstances that might impair a Director’s independence. As previously disclosed, the Company and Corning Incorporated (“Corning”), for which Mr. Weeks serves as Chairman, Chief Executive Officer and President, are parties to a Joint Research and Development Agreement (“R&D Agreement”) aimed at developing new glass materials. In 2011, the R&D Agreement was first reviewed and approved by the Board’s Corporate Governance Committee and reviewed by the Board (other than Mr. Weeks) to confirm Mr. Weeks’ continued independence. The Governance Committee has conducted regular oversight of the R&D Agreement. In 2014, Merck and Corning entered into two follow-on agreements: a multi-year component supply agreement (“Supply Agreement”) with minimum volume commitments and a royalty agreement (“Royalty Agreement”). The Royalty Agreement also amended the R&D Agreement. Both agreements were reviewed and approved by the Governance Committee and the entire Board (again, with Mr. Weeks recusing himself). Prior to 2016, Merck reimbursed Corning for an aggregate of $23 million for development costs incurred under the R&D Agreement. An additional $7 million of reimbursable costs remain to be paid upon the achievement of prescribed milestones. In 2017, Merck reimbursed Corning for approximately $400,000 for intellectual property filing costs incurred in 2016, and in 2018 Merck reimbursed Corning an additional $550,000 for intellectual property filing costs incurred in 2017. Merck expects to reimburse Corning for additional intellectual property filing costs in the future. In addition, in 2018 the Company made purchases from Corning in the ordinary course of business unrelated to the Supply Agreement. The Company anticipates making a milestone payment of $15 million to Corning under the Supply Agreement after the FDA approves of vials developed under the R&D Agreement as a packaging material for GARDASIL and Corning delivers to Merck 30 million vials, which is expected in 2023 or 2024. Commencing in 2020, the Company expects to receive royalties under the Royalty Agreement. Drs. Cech and Rothman are employed at medical or academic institutions with which the Company engages in purchase and sale transactions in the ordinary course of business. In addition, Mr. Thulin was employed by 3M Company during 2018 and the Company also engages in routine business transactions with 3M Company. The Board reviewed transactions with each of these entities and determined that the applicable individual Director had no role with respect to the Company’s decision to make any of the purchases or sales, and the aggregate amounts in each case were less than 1% of the consolidated gross revenues of the other organization and the Company. BOARD LEADERSHIP STRUCTURE The Board of Directors is currently led by Kenneth C. Frazier, who serves as the Executive Chairman of the Board, and by Leslie A. Brun,Thomas H. Glocer, an independent Director, who serves as the Board’s Lead Director. The Board, made up entirely of independent Directors (other than Mr. Frazier) is highly empowered and engaged. The independent Directors evaluate our Board leadership structure at least annually. Merck & Co., Inc. 2022 Proxy Statement Corporate Governance   Lead Director   13   The current structure is the result of the Board’s CEO succession planning and regular evaluation of the Company’s leadership structure. In February 2021, the Board meets in executive session withoutunanimously elected Robert M. Davis to succeed Mr. Frazier as CEO and also to become a member of the Board, effective July 1, 2021. The Board also determined that Mr. Frazier will continue to serve as Executive Chairman and CEO at each in-person Board meeting. During these executive sessions, which are ledfor a transition period to be determined by the Board. Mr. Glocer was elected independent Lead Director the Directors discuss topics such as succession planning for the CEO, key management positions, and points of follow-up with management on strategic issues. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 16 CORPORATE GOVERNANCE LEAD DIRECTOR LEAD DIRECTOR Merck’s independent Lead Director is appointed by the independent members of the Board in September 2021 following the resignation of DirectorsLes Brun due to his decision to become chairman and chief executive officer of Ariel Alternatives, LLC, a three-year term. The positionsubsidiary of Lead Director comes withAriel Investments, LLC, a clear mandate and significant authority and responsibilities — all set out in the Policies of the Board. These include: Board Meetings and Executive Sessions •    The authority to call meetings of the independent members of the Board. •    Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent members of the Board. Communicating with Management •    Serving as the principal liaison on board-wide issues between the independent members of the Board and the Chairman/CEO. Agendas •    Approving meeting agendas and the information sent to the Board, including supporting material for meetings. Meeting Schedules •    Approving meeting schedules to ensure there is sufficient time for discussion of all agenda items. Communicating with Shareholders and Stakeholders •    Being available for consultation and direct communication with major shareholders, as appropriate. •    Serving as a liaison between the Board and shareholders on investor matters. Board Performance Evaluation •    Leading the annual performance evaluation of the Board. Chairman and CEO Performance Evaluations •    Leading the annual performance evaluation of the Chairman/CEO. CEO Succession •    Leading the CEO succession planning process. In additionprivate equity initiative being created to a Board Chairman and an independent Lead Director, the Board of Directors has four standing committees, each of which is composed solely of independent Directors and is led by an independent chair. (The standing committees are described beginning on page 20.) The Board believes the Company and its shareholders are well-served by this leadership structure.help scale minority-owned businesses to serve as tier 1 suppliers to Fortune 500 companies. Having an independent Lead Director vested with key duties and responsibilities and four independent Board committees chaired by independent Directors promotes strong independent oversight of the Executive Chairman, andthe CEO and the rest of our management team. The Board believes that havingAs Executive Chairman, Mr. Frazier serve as Chairman and CEO adds substantial strategic and operational perspective to the Chairman role. Mr. Frazier’s years of senior management and executive leadership experience at Merck provide valuable business and cultural insight into the Company to the benefitpresides over meetings of the Board and position Mr. Frazier to provide effective Board-level leadership. In 2018,shareholders and focuses on Board operations and governance matters. He serves as the liaison between the Board and management, working closely with the independent Lead Director and Chairsour CEO. Mr. Davis is in charge of the Auditgeneral supervision, direction and Compensation and Benefits Committees played particularly important roles in engaging directly with major shareholders on a variety of matters, including the Board’s Leadership Structure. During a significant number of in-person meetings, as well as telephone conversations, these independent Directors were able to share directly the Board’s perspective regarding the benefitscontrol of the current structure, as well as the Board’s commitment to continuing to engage with shareholders on governance matters. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents CORPORATE GOVERNANCE CRITERIA FOR BOARD MEMBERSHIP AND DIRECTOR NOMINATION PROCESS 17 CRITERIA FOR BOARD MEMBERSHIP AND DIRECTOR NOMINATION PROCESS The Governance Committee is responsible for screeningbusiness and nominating director candidates considered for election by the Board. In this capacity, the Committee considers the compositionaffairs of the Board, including the depth of experience, balance of professional skills, and expertise represented. The Committee also evaluates prospective nominees identified on its own initiative as well as candidates recommended by other Board members, management, shareholders or search consultants. In 2018, the Governance Committee retained a search firm to identify possible candidates who meet our qualifications, to interview and screen such candidates (including conducting reference checks), and to assist in scheduling candidate interviews with Board members. To be considered for membership on the Board, a candidate must meet the following minimum criteria: be of proven integrity with a record of substantial achievement in an area of relevance to the Company; have demonstrated ability and sound judgment that usually will be based on broad experience; be able and willing to devote the required amount of time to the Company’s affairs, including attendance at Board meetings, Board committee meetings and annual shareholder meetings; possess a judicious and critical temperament that will enable objective appraisal of management’s plans and programs; and be committed to building sound, long-term Company growth. INDIVIDUAL EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS In its regular discussions regarding Board composition — and especially in conjunction with the annual Board and Committee evaluations — the Governance Committee works with the Board to determine the appropriate mix of professional experience, expertise, educational background, and other qualifications that are particularly desirable for our Directors to possess in light of our current and future business strategies. The Governance Committee uses this input in its planning and Director search process. In addition to the five broad criteria listed above, the following chart highlights the background, experience and skills the Board takes into account for future candidates. These attributes are amply represented by current Director nominees. DIRECTOR NOMINEE SKILLS OF 12 NOMINEES CEO LeadershipExperience serving as a chief executive officer at a publicly traded or private organization   Financial Experience or expertise in financial accounting and reporting processes or the financial management of a major organization Scientific Scientific expertise related to the health care industry and the Company’s long-term commitment to research and development strategies Health Care IndustryExperience with complex issues within the health care industry Global Strategy & Operations Leadership experience overseeing and/or driving strategic direction and growth of an organization globally Marketing or Public Relations Experience in digital marketing, advertising, social media, and consumer insight functions, including product development and brand building   Digital/Technology Experience or expertise in information technology (including cybersecurity and data privacy) or the use of digital media or technology to facilitate business objectives Public Company Governance Experience as a board member of another publicly-traded company   Talent Management Experience in executive recruiting, succession planning and talent management, including retaining key talent and driving employee engagement Capital Markets Experience Experience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions, private equity or investment banking   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 18 CORPORATE GOVERNANCE SUCCESSION PLANNING DIVERSITY Diversity is an important factor considered when identifying prospective nominees for our Board. In 2019, the Governance Committee recommended, and the full Board adopted, a formal diversity policy. The policy reflects the Board’s long-standing commitment to ensure that Directors represent diverse perspectives and areas of expertise important to fostering the Company’s business success. Our new diversity policy provides that the Board does not discriminate against potential Directors on the basis of gender, race, age, sexual orientation or ethnic and national background, and further provides that having a board composed of diverse individuals is an important contributorsubject to the Board’s overall effectiveness. From time to time and including in 2018, the Governance Committee has retained independent search firms to assist in identifying candidates that reflect our Director succession priorities, including these diversity objectives. The full diversity policy is incorporated into the Policies of the Board. SHAREHOLDER RECOMMENDATIONS OF DIRECTOR CANDIDATES The Governance Committee will consider recommendations for Director candidates made by shareholders and will evaluate those individuals using the same criteria as are applied to other candidates. Shareholder recommendations must be sent to the Secretary of the Company, Merck & Co., Inc., 2000 Galloping Hill Road, K1-4157, Kenilworth, New Jersey 07033 U.S.A., and must include detailed background information regarding the recommended candidate that demonstrates how the individual meets the Board membership criteria. Candidates initially are evaluated based on materials submitted by them or on their behalf. If a proposed or recommended candidate continues to be of interest to the Governance Committee, we obtain additional information through inquiries to various sources and, if warranted, interviews. SUCCESSION PLANNING oversight. The Board regularly reviews short-meets in executive session without Mr. Frazier and long-termMr. Davis at each regular Board meeting. During these executive sessions led by the independent Lead Director, the Directors discuss topics such as the Board’s leadership structure, succession plansplanning for the CEO and for other executive officers. In assessing possible CEO candidates,key management positions, and points of follow-up with management on strategic issues. Lead Director Merck’s independent Lead Director is appointed by the independent Directors identify the skills, experience and attributes they believe are required for an effective CEO in light of the Company’s global business strategies, opportunities and challenges. The Board also ensures that Directors have substantial opportunities to engage with possible succession candidates and have access to external consultants, as needed. In 2018, the Board decided to eliminate the existing policy regarding mandatory retirement of the CEO at age 65. Eliminating this policy allows the Board appropriate flexibility in determining the optimal timing of the succession process. The Board also considers its own composition and succession plans. Discussion of these topics is an important part of the annual Board evaluation process. In Director succession planning, the Governance Committee and the Board take into account, among other things, the needsmembers of the Board of Directors to a three-year term. The position of Lead Director has a clear mandate and the Companysignificant authority and responsibilities set forth in light of the overall composition of the Board, with a view toward achieving a balance of the skills, experience and attributes that are essential to the Board’s oversight role. In addition, under the Policies of the Board, Directors may not be nominated for re-election to our Board after they reach the age of 72. The Board believes this policy promotes regular refreshmentincluding: Board Meetings and Executive Sessions •  The authority to call meetings of the independent members of the Board. The Governance Committee considers this policy and the schedule of upcoming Director retirements in determining the right approach to maintaining a strong composition of Director skills and experience. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents   •  Presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent members of the Board. CORPORATE GOVERNANCECommunicating with ANNUAL BOARD EVALUATIONManagement 19 ANNUAL BOARD EVALUATION The Board conducts an evaluation of its performance and effectiveness,•  Serving as well as that of the four standing committees, on an annual basis. The purpose of the evaluation is to track progress in certain areas targeted for improvement and to identify ways to enhance the overall effectiveness of the Board and its committees. The evaluation process is led by the independent Lead Director. The Governance Committee also periodically engages an independent third party to manage the process to ensure it remains as thorough and transparent as possible. In 2018, the Board engaged the services of an independent governance expert to support the annual evaluation process. First, each Director completed a written questionnaire developed by the Governance Committee to provide feedbackprincipal liaison on Board-wide issues between the effectivenessindependent members of the Board, the Board’s leadership structure, the committees,Executive Chairman and the levelCEO. Agendas •  Approving meeting agendas and qualityinformation sent to the Board, including supporting material for meetings. Meeting Schedules •  Approving meeting schedules to ensure there is sufficient time for discussion of all agenda items. Communicating with Shareholders and Stakeholders •  Being available for consultation and direct communication with major shareholders, as appropriate. •  Serving as a liaison between the Board and shareholders on investor matters. Board Performance Evaluation •  Leading the annual performance evaluation of the Directors’ individual contributions. The writtenBoard. Chairman and CEO Performance Evaluations •  Leading the annual performance evaluation also provided Directors with an opportunity to suggest any areas that they believe warrant heightened focus inof the year ahead.Executive Chairman and the CEO. CEO Succession •  Leading the CEO succession planning process. As further described below, the Board’s four standing committees, each of which is composed solely of independent Directors, also play an active role in the Board’s leadership structure. The independent chairs of each of these committees provide strong leadership to guide the important work of the Board. They work with the Company’s senior executives to ensure the committees are discussing key strategic risks and opportunities of the Company. The Board believes the Company and its shareholders are well-served by the current leadership structure for all the foregoing reasons. Merck & Co., Inc. 2022 Proxy Statement Second, the independent consultant conducted a private interview with each Board member to gather additional suggestions for improving Board effectiveness and to solicit additional feedback on Board operations, composition, and priority agenda topics. Finally, the collective feedback of the Directors was compiled 14   Corporate Governance    Board Meetings and presented, both in writing and in an oral presentation, to the full Board. During discussion led by independent Lead Director, Leslie A. Brun, Directors considered areas of strength and opportunities to enhance the operations of the Board.Committees   The Board evaluation process resulted in a number of recommendations, including recommendations regarding priority agenda topics for the Board to address in 2019. A key recommendation was to allot additional time for full-Board discussion of Director succession priorities established by the Governance Committee.   RISK OVERSIGHT The Board of Directors has two primary methods of overseeing risk. The first method is through its Enterprise Risk Management (“ERM”) process, which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the Board committees. Management has established an ERM process to ensure a complete Company-wide approach to evaluating risk over six distinct but overlapping risk areas: Responsibility and Reputation Risks that may impact the well-being of the Company, its employees, customers, patients, communities or reputation Strategy Macro risks that may impact our ability to achieve long-term business objectives Operations Risks in operationsBoard Meetings and cybersecurity that may impact our ability to achieve business objectives ComplianceCommittees Risks related to compliance with laws, regulations and Company values, ethics, and policies Reporting Risks to maintaining accurate financial statements and timely, complete financial disclosures Safety Risks to employee, patient, or community health and safety The goal of the ERM process is to provide an ongoing review, implemented across the Company and aligned to Company values and ethics, to identify and assess risk, and to monitor risk and agreed-upon mitigating action. Furthermore, if a risk transforms into an incident, the ERM process ensures that effective response and business continuity plans are in place. If the ERM process identifies a material risk, it will be elevated through the CEO and the Executive Committee to the full Board of Directors for consideration. The Audit Committee periodically reviews the ERM process to ensure it is robust and functioning effectively. In addition, the Audit Committee has primary responsibility for overseeing the Company’s risk-management program relating to cybersecurity. However, the full Board participates in periodic reviews and discussion dedicated to the Company’s cyber risks, threats and protections. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents   20 CORPORATE GOVERNANCE RELATED PERSON TRANSACTIONS Through the ERM process, each Board committee oversees specific areas of risk relevant to the committee through direct interactions with the CEO, members of the Company’s Executive Committee, and the heads of business divisions and corporate functions. For instance, the Audit Committee oversees risk relating to finance, business integrity and Sarbanes-Oxley reporting through its interactions with the Chief Financial Officer, Chief Compliance Officer, Controller, and the Head of Internal Audit. A committee may address risks directly with management, or, where appropriate, may elevate a risk for consideration by the full Board or another Board committee. The separate ERM process and Board committee approach to risk management leverages the Board’s leadership structure to ensure the Board oversees risk on both a Company-wide approach and through specific areas of competency. RELATED PERSON TRANSACTIONS RELATED PERSON TRANSACTION POLICY The Board of Directors has adopted a written Related Person Transaction Policy (the “Policy”), which is incorporated into the Policies of the Board and administered by the Governance Committee. The Policy governs the review and approval of any transactions involving amounts exceeding $120,000 to which the Company or a subsidiary is a party and in which a “related person” has a direct or indirect material interest. A “related person” is any Director, Director nominee, executive officer, or holder of more than 5% of any outstanding class of the Company’s voting securities, as well as immediate family members or certain affiliated entities of any of the foregoing persons. Pursuant to the Policy, management determines whether a transaction requires review by the Governance Committee, in which case the transaction along with all material information will be disclosed to the Governance Committee for review, approval, ratification or termination. In the event a related person transaction is approved by the Governance Committee, such transaction will be subject to ongoing monitoring to ensure that the transaction remains fair and reasonable to the Company. For additional information, the full Policy is available on the Company’s website at www.merck.com/about/leadership. CERTAIN RELATED PERSON TRANSACTIONS Each Director, Director nominee, and executive officer of Merck annually completes and submits to the Company a D&O Questionnaire. The D&O Questionnaire requests, among other things, information regarding whether any Director, Director nominee, executive officer or their immediate family members had an interest in any transaction or proposed transaction with Merck or its subsidiaries, or has a relationship with a company that has entered or proposes to enter into such a transaction. After review of the D&O Questionnaires by the Office of the Secretary, the responses are collected, summarized and distributed to responsible areas within the Company to identify any potential transactions. All relevant relationships and any transactions, along with payables and receivables, are compiled for each person and affiliation. Management submits a report of the affiliations, relationships, transactions and appropriate supplemental information to the Governance Committee for its review. Based on this information for 2018, the Governance Committee has determined that no transactions require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. BOARD MEETINGS AND COMMITTEES In 2018,2021, the Board of Directors met sixseven times. Under the Policies of the Board, Directors are expected to attend regular Board meetings, applicable Board committee meetings and annual shareholder meetings.   The independent Directors of the Board met in thirteen12 executive sessions in 2018. Mr. Brun,2021. The Lead Director of the Board presided over the executive sessions. Eleven ofAll 13 Directors nominated for election at the twelve Directors attended the 20182021 Annual Meeting of Shareholders.Shareholders attended the meeting.    All Directors attended at least 75% of the meetings of the Board and of the committees on which they served in 2018.2021. The Board of Directors has four standing committees, each of which is made up solely of independent Directors: Audit Committee; Compensation and BenefitsManagement Development (C&MD) Committee; Governance Committee; and Research Committee. In addition, the Board from time to time establishes special purpose committees. All of our standing committees are governed by Board-approved charters, which are available on our website at www.merck.com/about/company-overview/leadership/board-of-directorsboard-of-directors/. The committees evaluate their performance and review their charters annually. Additional information about the committees is provided below. As a non-independent director, directors, Mr. Frazier isand Mr. Davis are not a membermembers of any Board committee. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents CORPORATE GOVERNANCE BOARD COMMITTEES 21 AUDIT COMMITTEE    committee, but may participate in meetings at the request of the committees.   Audit Committee   Pamela J. Craig Chair OTHER MEMBERS Leslie A. Brun Thomas R. Cech, Ph.D. Mary Ellen Coe(1) Paul B. Rothman, M.D. NUMBER OF MEETINGS IN 2018: 9 FINANCIAL EXPERTS ON AUDIT COMMITTEE The Board has determined that Mr. Brun and Ms. Craig are “audit committee financial experts” as defined by the SEC and that each has accounting or related financial management expertise as required by NYSE Corporate Governance Listing Standards. OVERVIEW   Overview                                                                                                                The Audit Committee oversees our accounting and financial reporting processes, internal controls and audits and consults with management, the internal auditors, and the independent auditors on, among other items, matters related to the annual audit, the published financial statements and the accounting principles applied. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent auditors (as described on page 8583 of this proxy statement) and for the approval of the annual internal audit plan as executed by the Internal Auditinternal audit organization.   The Audit Committee’s Report is included on page 8583 of this proxy statement.   THE PRIMARY FUNCTIONS OF THIS COMMITTEE ARE TO:   The Primary Functions of this Committee are to:                                               •        appoint,Appoint, evaluate and retain our independent auditors; •        maintainMaintain direct responsibility for the compensation, termination and oversight of our independent auditors and evaluate the independent auditors’ qualifications, performance and independence; •        monitorOversee the Company’s compliance with legal & regulatory requirements, including monitoring compliance with the Foreign Corrupt Practices Act and the Company’s policies on ethical business practices and reportreporting on these items to the Board; •        establishEstablish procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company (as described under “Shareholder Communicationsregarding accounting, internal accounting controls, or auditing matters; •   Oversee the Enterprise Risk Management process; •   Regularly meet with the Board” on page 25 of this proxy statement);Chief Information Officer regarding the Company’s information technology and have primary responsibility for overseeing the Company’s cybersecurity risk management program; and •        overseeReview any significant issues concerning litigation and contingencies with management, counsel, and the ERM process.independent public accountants. Other Members Mary Ellen Coe Stephen L. Mayo, Ph.D. Paul B. Rothman, M.D. Christine E. Seidman, M.D. Kathy J. Warden Number of Meetings in 2021: 9 Financial Experts on Audit Committee   The Board has determined that each of Ms. Craig and Ms. Warden is an “audit committee financial expert” as defined by the SEC and has accounting or related financial management expertise as required by NYSE Corporate Governance Listing Standards. (1) Joined the Board of Directors on March 18, 2019   COMPENSATION AND BENEFITS COMMITTEE   Merck & Co., Inc. 2022 Proxy Statement Corporate Governance   Board Meetings and Committees   15   Thomas H. GlocerCompensation and Management Development Committee Chair       OTHER MEMBERS Rochelle B. Lazarus Patricia F. Russo Inge G. Thulin Peter C. Wendell NUMBER OF MEETINGS IN 2018: 6 COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION There were no C&B Committee interlocks or insider (employee) participation during 2018. Chair OVERVIEW   Overview                                                                                                                The Compensation and BenefitsC&MD Committee (the “C&B Committee”) annually reviews and approves corporate goals and objectives relevant to the total direct compensationTDC opportunity for the Executive Chairman, andthe CEO and certain other officers; evaluates their performance against these goals and objectives; and, based on this evaluation, sets their target total direct compensationTDC and determines payouts under our variable compensation plans. The details of the processes and procedures involved are described in the CD&ACompensation Discussion and Analysis section of this proxy statement beginning on page 42.43. The independent members of the full Board ultimately make the final decisions regarding the Executive Chairman and the CEO’s total direct compensation.TDC. In 2021, the name of the C&MD Committee was changed from the Compensation and Benefits Committee to better reflect the role it plays in assisting the Board in its oversight of the Company’s broader human capital matters.   The C&B&MD Committee Report is included on page 5661 of this proxy statement.   THE PRIMARY FUNCTIONS OF THIS COMMITTEE ARE TO:   The Primary Functions of this Committee are to:                                               •        establishEstablish and maintain a competitive portfolio of executivefair and equitable compensation and benefits policies, practices and programs designed to attract, motivateengage and retain a workforce that helps the talent necessary to execute the Company’sCompany achieve immediate and long-term strategic plan;success; •        dischargeDischarge the Board’s responsibilities for compensating our officers; •        oversee and Oversee/monitor –  theThe competence and qualifications of our executive officers, –  officerOfficer succession, –  theThe soundness of the organizational structure, –  The Company’s programs, policies and practices related to its management of human capital resources including talent management, culture, diversity, equity and inclusion, and provide input on the same, and –  otherOther related matters necessary to ensure the effective management of the business; and •        reviewReview the Compensation Discussion and Analysis (“CD&A”) for inclusion in our proxy statement. Other Members Thomas H. Glocer Risa J. Lavizzo-Mourey, M.D. Inge G. Thulin Peter C. Wendell Number of Meetings in 2021: 5 Compensation and Management Development Committee Interlocks and Insider Participation There were no C&MD Committee interlocks or insider (employee) participation during 2021.   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents Governance Committee   22  CORPORATE GOVERNANCE BOARD COMMITTEES GOVERNANCE COMMITTEE      Leslie A. Brun Thomas H. Glocer Chair | Lead Director   OTHER MEMBERS Pamela J. Craig Thomas H. Glocer Rochelle B. Lazarus Patricia F. Russo Inge G. Thulin NUMBER OF MEETINGS IN 2018: 3 OVERVIEW   Overview                                                                                                                The Governance Committee oversees the Company’s corporate governance, including the practices, policies and procedures of the Board and its committees. Further, the Governance Committee annually reviews the size, structure and needs of the Board and Board committees, reviews possible candidates for the Board and recommends Director nominees to the Board for approval. The details of the review process and assessment of candidates are described under “Criteria for Board Membership and Director Nomination Process” beginning on page 1721 of this proxy statement.   THE PRIMARY FUNCTIONS OF THIS   The Primary Functions of this Committee are to:                                          COMMITTEE ARE TO:   •        coordinateCoordinate an annual evaluation of Board performance, and review Board compensation, related person transactions and D&O indemnity and fiduciary liability insurance coverage for the Company’s officers and non-employee Directors; •        overseeOversee the Board’s Incumbent Director Resignation Policy; •        reviewReview the Company’sCompany’s: Good Manufacturing Practice compliance, including with respect to internal and external manufacturing as well as internal and external audits; our Environmental, Healthworker safety practices; and Safety practices; our supply chain manufacturing strategy and governance, as well as our third-party sourcing program; our business continuity plans; and our privacy policies and practices; •        reviewReview social, political and economic trends that affect our business; review the positions and strategies we pursue to influence public policy; and •        monitorAssist the Board in its oversight of the Company’s ESG matters and evaluate ourstrategy related thereto, including: (i) reviewing public policy positions, strategy regarding political engagement, and corporate citizenshipresponsibility initiatives with significant financial and/or reputational impact, as appropriate, and monitoring and evaluating the Company’s corporate responsibility programs and activities, including the support of charitable, political and educational organizations and political candidates and causes;causes, (ii) reviewing the Company’s environmental sustainability practices, its supply chain manufacturing strategy and governance, as well as its third-party sourcing programs, and (iii) ensuring that applicable ESG matters are subject to review by Board committees with relevant areas of competency. Other Members •      review legislative, regulatory, privacy and other matters that could impact our shareholders, customers, employees and the communities in which we operate.Pamela J. Craig Patricia F. Russo Inge G. Thulin Kathy J. Warden1   Number of Meetings in 2021: 6 (1) Ms. Warden was appointed to the Governance Committee as of March 22, 2022. She previously served on the Research Committee.   Merck & Co., Inc. 2022 Proxy Statement RESEARCH COMMITTEE    16   Corporate Governance    Board Meetings and Committees     Thomas R. Cech,Research Committee Ph.D. Chair       OTHER MEMBERS Paul B. Rothman, M.D. Wendell P. Weeks Peter C. Wendell NUMBER OF MEETINGS IN 2018: 4 Chair OVERVIEW   Overview                                                                                                                The Research Committee oversees the overall strategy, direction and effectiveness of the Company’s research and development operations. Details about the Company’s latest R&D accomplishments for 2018 are described under “Research & Development Highlights” on page 2 of this proxy statement. THE PRIMARY FUNCTIONS OF THIS COMMITTEE ARE TO: •      assist the Board in its oversight of matters pertaining to our strategies and operations for the research and development of pharmaceutical productproducts and vaccines; vaccines. As part of this oversight, the Research Committee focuses on a variety of areas, including drug and vaccine discovery, licensing and development strategies, decision-making procedures and outcomes, as well as processes and procedures for identifying, evaluating and capitalizing on cutting edge scientific developments and advancements and enabling technologies.   The Primary Functions of this Committee are to:                                             •        identifyIdentify areas and activities that are critical to the success of our product and vaccine discovery, development and licensing efforts and evaluate the effectiveness of our strategies and operations in those areas; •        keepKeep the Board apprised of this evaluation process and findings and make appropriate recommendations to the President of Merck Research Laboratories and to the Board on modifications of strategies and operations; and •        assistAssist the Board in its oversight responsibilities to ensure compliance with the highest standards of scientific integrity in the conduct of Merck research and development. Other Members Mary Ellen Coe Risa J. Lavizzo-Mourey, M.D.1 Stephen L. Mayo, Ph.D. Christine E. Seidman, M.D. Peter C. Wendell   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents Number of Meetings in 2021: 5   CORPORATE GOVERNANCE COMPENSATION CONSULTANTS 23 COMPENSATION CONSULTANTS ROLE OF COMPENSATION CONSULTANTS The C&B Committee retains the services of a compensation consultant to serve as an objective third-party advisor on the reasonableness of compensation levels and on the appropriateness of the compensation program structure in supporting our business strategy and human resource objectives. Since 2008, the C&B Committee has retained FW Cook as its compensation consultant. In addition, FW Cook is periodically retained by the Governance Committee to assist with a review of the Directors’ compensation program. INDEPENDENCE OF COMPENSATION CONSULTANT The C&B Committee annually reviews the services provided by FW Cook and has concluded that FW Cook is independent in providing executive compensation consulting services. The C&B Committee conducted a specific review of its relationship with FW Cook in 2019, and, consistent with the guidance provided under the Dodd-Frank Act, and by the SEC and the NYSE, determined that FW Cook’s work for the C&B Committee did not raise any conflicts of interest. In making this determination, the C&B Committee reviewed information provided by FW Cook on the following factors: the provision of other services to Merck by FW Cook; the fees received from Merck by FW Cook as a percentage of the total revenue of FW Cook; the policies and procedures of FW Cook that are designed to prevent conflicts of interest; any business or personal relationship between any member of FW Cook’s consulting team advising the C&B Committee or any other employee of FW Cook and a member of the C&B Committee; any business or personal relationship between any member of FW Cook’s consulting team advising the C&B Committee or any other employee at FW Cook and an executive officer of Merck; and any stock of Merck owned by any member of FW Cook’s consulting team advising the C&B Committee or any other employee at FW Cook or their immediate family members. In particular, the C&B Committee noted that (i) FW Cook provided no other services to Merck, other than occasional assistance to the Human Resources staff arising from FW Cook’s C&B Committee-related duties; and (ii) FW Cook’s work is performed directly on behalf of the Board working in cooperation with management, to assist both the C&B and the Governance Committees with executing their respective responsibilities. SERVICES PERFORMED DURING 2018 During 2018, FW Cook supported the C&B Committee by: reviewing our competitive market data with respect to the CEO’s and other senior executives’ compensation; providing guidance and analysis on executive compensation plan design, market trends, regulatory developments and best practices; assisting with design and setting of performance goals in the variable incentive plans; assisting in determining the CEO’s target total direct compensation and payouts under the Executive Incentive Plan; and assisting with the preparation of public filings related to executive compensation, including the CD&A, CEO pay ratio and the accompanying tables and footnotes. Since 2010, management has retained Pay Governance LLC to provide consulting services on an as needed basis. In 2018, Pay Governance performed a risk-assessment of our executive compensation program, policies and practices. Their report, which was presented to the C&B Committee, indicated that our programs do not create incentives for excessive risk-taking and include meaningful safeguards to mitigate compensation program risk. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 24 CORPORATE GOVERNANCE SHAREHOLDER ENGAGEMENT SHAREHOLDER ENGAGEMENT Merck regularly communicates with shareholders to better understand their perspectives and has established a shareholder engagement program that is proactive and cross-functional. Throughout the year, members of our Investor Relations department, the Office of the Secretary, the Human Resources department, and the Office of Corporate Responsibility, as well as other subject-matter experts within the Company, engage with our shareholders to remain well-informed regarding their perspective on current issues and to address any questions or concerns. These teams serve as liaisons between shareholders, members of senior management, and the Board. In addition, we conduct an extensive shareholder outreach program twice a year focused on governance and executive compensation. We believe it is most productive to discuss governance and compensation issues well in advance of the Annual Meeting so management and the Board can gather information about investor perspectives and make educated and deliberate decisions that are balanced and appropriate for Merck’s diverse shareholder base and in the best interest of the Company. During 2018, we held discussions with a number of our shareholders in the spring before the Annual Meeting and once again in late Fall. In Fall 2018, our Lead Director, Leslie Brun, Chair of the Compensation and Benefits Committee, Thomas Glocer, and Chair of the Audit Committee, Pamela Craig, all participated in substantive engagements with many of the Company’s largest shareholders. We also regularly seek to take advantage of other engagement opportunities and events. Given our large shareholder base, we concentrate our outreach efforts on our largest 30 shareholders, which represents approximately 43% of our ownership. “Ensuring that our company has meaningful, direct engagement with our shareholders is a top priority for our Board. We believe our company and shareholders benefit greatly from open and candid dialogue, which is a key reason why we expanded our program in 2018 to include greater Board member involvement in the engagement meetings. We will continue to enhance our engagement initiatives to foster transparency and build relationships between our company and its shareholders.” Leslie A. Brun LEAD INDEPENDENT DIRECTOR    Topics Discussed with Shareholders during 2018           • Company strategy   • Director tenure   • Global access to Merck products • Board leadership, composition and refreshment    • (1) Dr. Lavizzo-Mourey was appointed to the Research Committee as of March 22, 2022. She previously served on the Governance Committee. Merck & Co., Inc. 2022 Proxy Statement Board evaluation process • Merck Animal Health • CEO succession • Risk oversight • ESG reporting • Board and management diversity • Cybersecurity • Merck culture • Director overboarding • Executive compensation programs • Reputation     Corporate Governance   Board’s Role in Strategic Planning     • 17 Board’s Role in Strategic Planning The Board — acting both as a whole and through its four standing committees — is fully engaged and involved in the Company’s strategic planning process. All of our Directors have an obligation to keep informed about the Company’s business and strategies, so they can provide guidance to management in formulating and developing plans and knowledgeably exercise their decision-making authority on matters of importance to the Company. The Board’s oversight and guidance are inextricably linked to the development and review of the Company’s strategic plan. By exercising sound and independent business judgment on the strategic issues that are important to the Company’s business, the Board facilitates Merck’s long-term success. Our Strategic Planning Cycle Merck & Co., Inc. 2022 Proxy Statement Policy and pricing environment 18       Corporate Governance    Risk Oversight     Risk Oversight These discussions provided valuable insights into shareholder viewsOverseeing risk is an important component of our current governance practices, corporate responsibility practicesthe Board’s engagement on strategic planning. The Board’s approach to overseeing risk management leverages the Board’s leadership structure and executive compensation programs as well asensures the shareholders’ voting processesBoard oversees risk through both a Company-wide approach and policies. We were pleased that, in the aggregate, our top shareholders expressed no consistent concerns about our Board, corporate governance, or executive compensation programs or practices. The feedback received was summarized and presented to the Governance Committee, the C&B Committee, and the full Board. We have incorporated certain suggestions to enhance or clarify our disclosures intospecific areas of competency. A summary of this proxy statement. Our Board is committed to continuing to engage with shareholders on a regular basis to better understand and consider their views. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contentsrisk oversight approach follows:   CORPORATE GOVERNANCE SHAREHOLDER COMMUNICATIONS WITH THE BOARD 25   PROXY ACCESS After engaging with a number of our largest shareholders, our Board of Directors proactively amended our By-Laws in 2015 to give shareholders a right to proxy access for Director nominations. Our amended By-Laws allow a shareholder (or a group of no more than twenty shareholders) who has maintained continuous qualifying ownership of at least 3% of the Company’s outstanding common stock for at least three years to include Director nominees constituting up to 20% of the Board in the Company’s proxy materials for an annual meeting of shareholders. The amended By-Laws, which prescribe additional requirements for proxy access, are available on our website at www.merck.com/about/leadership. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board of Directors welcomes input from shareholders and other interested parties, and has established a process to receive these communications. Shareholders and interested parties may communicate directly with the Board, the independent Lead Director, the non-management or independent Directors as a group, or other members of the Board by writing to the following address: Board of Directors Merck & Co., Inc. 2000 Galloping Hill Road, K1-4157 Kenilworth, NJ 07033 U.S.A.Oversees risk through Company-wide Enterprise Risk Management (“ERM”) process and functioning of Board Committees. Audit Committee   InResponsibility for reviewing ERM process to ensure it is robust and functioning effectively. Primary responsibility for overseeing the Company’s risk management program related to its cybersecurity. Oversees risk relating to finance, business integrity and Sarbanes-Oxley reporting through its interactions with the Chief Financial Officer, Chief Ethics and Compliance Officer, Controller and the head of internal audit. Compensation & Management Development Committee Evaluates relationships between risk and rewards as it relates to our executive compensation program. When setting incentive plan targets each year, the C&MD Committee is aware of the risk associated with drug pricing, among other things, and ensures our plans do not incentivize risky behavior in order to manage efficiently the volume of correspondence received, communications will be reviewed by the Corporate Secretary for the purpose of determining whether the contents are appropriate for submission to the entire Board, the Chairman, the independent Lead Director, or the Chair of a particular committee. The Corporate Secretary will not transmit:meet targets.   communications that advocate that Oversees the Company engage in illegal activity; Company’s programs, policies and practices related to its management of human capital resources.   communications that, under community standards, contain offensive or abusive content;   communications that have no relevance to Management Identification, assessment and management of risk through Company-wide ERM process. Governance Committee Oversees the roleCompany’s corporate governance, including the practices, policies and procedures of the Board orand its committees, considers the size, structure and needs of the Board, reviews possible candidates for the Board, and recommends Director nominees to the businessBoard for approval. Plays a role in compliance oversight, including in the areas of manufacturing quality, privacy, and worker safety. Assists the Board in its oversights of ESG matters and strategy. Research Committee Oversees overall strategy, direction and effectiveness of the Company;Company’s research and development operations.   The ERM process allows for full Board oversight of the most significant risks facing the Company and was established to ensure a complete Company-wide approach to evaluating risk over six distinct but overlapping risk areas: Responsibility and Reputation Risks that may impact the well-being of the Company, its employees, customers, patients, communities or reputation Strategy Macro risks that may impact our ability to achieve long-term business objectives Operations Risks in operations and cybersecurity that may impact our ability to achieve business objectives Compliance Risks related to compliance with laws, regulations and Company values, ethics and policies Reporting Risks to maintaining accurate financial statements and timely, complete financial disclosures Safety Risks to employee, patient or community health and safety Merck & Co., Inc. 2022 Proxy Statement resumes Corporate Governance   Risk Oversight   19 Our ERM process seeks to identify emerging risks and address them appropriately to limit negative consequences to the Company or the data it maintains. Its goal is to provide an ongoing review, implemented across the Company and aligned to Company values and ethics, to identify and assess risk and to monitor risk and agreed-upon mitigating action. Furthermore, if a risk transforms into an incident, the ERM process ensures that effective response and business continuity plans are in place. If the ERM process identifies a material risk, it will be elevated through the CEO and the Executive Team to the full Board for consideration. Through the ERM process, each Board committee oversees specific areas of risk relevant to the committee through direct interactions with the CEO, members of the Company’s Executive Team and the heads of business divisions, compliance and corporate functions. A committee may address risks directly with management or, where appropriate, may elevate a risk for consideration by the full Board or another Board committee. The Board committees also oversee risk based on their specific areas of competency. Additional detail with respect to certain key areas of oversight are provided below. Cybersecurity and Privacy As our Company becomes more dependent on technology and data, the need for a robust cybersecurity, privacy, and technology risk management program is increasingly critical. We have developed and implemented a comprehensive program designed to protect the confidentiality of sensitive information, ensure the integrity of critical data and automated processes, and safeguard the availability of our information technology capabilities. Cybersecurity has been an area of management attention for over two decades and we have aligned our cybersecurity program to the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the Payment Card Industry Data Security Standard (PCI-DSS). We have implemented appropriate policies, processes, and technology to reduce the likelihood or impact of a breach and have cyber insurance. We have an employee awareness program to regularly educate our workforce on the cybersecurity risks they face and how they can operate safely. We regularly assess our cybersecurity capabilities using third party security firms including an annual assessment of our adherence to the PCI-DSS standard. We have also developed and continually evolve our Global Privacy Program to promote organizational accountability for privacy, data governance, and data protection across our business and with our collaborative partners and suppliers. The program helps us uphold our commitment to data security and privacy, including maintaining 100% compliance to regulatory requirements for active incident monitoring, risk/harm analysis, and on-time notification of data breaches. Our commitment applies not only to our Company’s information, but also to the information entrusted to us by others. We were the first company in the world to obtain regulatory certification in the European Union for Binding Corporate Rules based in part on our existing Asia Pacific Economic Cooperation Cross Border Privacy Rules certification. We are aware that we must continuously evolve our controls to address new threats, adhere to changing laws and standards, and reduce the risk associated with the introduction of new, innovative technology. While everyone at the Company plays a part in information security, cybersecurity, and data privacy, oversight responsibility is shared by the Board, its committees, and management. Responsible Party Oversight Area for Cybersecurity and Privacy Matters Board Participates in periodic reviews and discussions dedicated to the Company’s risks related to the protection of our data and systems including cybersecurity and privacy. Audit Committee Primarily responsible for overseeing the Company’s risk management program related to cybersecurity. The Audit Committee provides feedback on the Company’s framework for assessing, prioritizing and mitigating cybersecurity risk and receives periodic updates based on this framework, including from third-party and internal audit assessments. Governance Committee Responsible for oversight in the area of privacy and receives periodic updates regarding the Company’s Global Privacy Program. Management Responsible for implementing and managing the Company’s framework for assessing, prioritizing and mitigating cybersecurity risk. Manages the Company’s Global Privacy Program. Responds to incidents and issues in a timely manner. Provides periodic updates to the Board and or its committees, as applicable. Merck & Co., Inc. 2022 Proxy Statement 20   Corporate Governance    A Strategic Approach to ESG Environmental, Social and Governance (“ESG”) Matters The work to address our environmental footprint and social impact begins with the Board, which as a whole and through its committees, has responsibility for overseeing the Company’s ESG matters. In general: Responsible Party Oversight Area for ESG Issues Board Provides oversight with respect to the Company’s ESG matters and strategy related thereto. Governance Committee Monitors and assists the Board in its oversight of the Company’s ESG matters, including ensuring that applicable ESG matters are subject to review by Board committees with relevant areas of competency, by monitoring and evaluating corporate responsibility programs and activities, reviewing strategy regarding political engagement and reviewing environmental sustainability practices. Compensation & Management Development Committee Assists the Board with its oversight of human capital management, including the Company’s policies and practices related to talent management, culture, diversity, equity and inclusion. This includes maintaining fair hiring and promotion practices and a commitment to sustain pay equity for Merck employees of all genders, races and ethnicities. Audit Committee Monitors compliance with the Company’s policies on ethical business practices. Research Committee Monitors compliance with the highest standards of scientific integrity in the conduct of the Company’s research and development. Management Management is responsible for reviewing, refining, and implementing long-term ESG strategy, including through its Public Policy & Responsibility Council comprising diverse cross-functional members, and for updating the Board and its committees, as applicable, on ESG matters. A Strategic Approach to ESG Our ESG strategy applies our global resources and investments to the priority areas that matter most to society and to our business: Access to Health Employees Environmental Sustainability Ethics & Values Addressing these focus areas enables us to better reach those in need with our medicines and vaccines; to help to build robust, durable health systems worldwide; to develop a diverse, inclusive and healthy global workforce; to demonstrate our environmental stewardship in our operations and in our supply chain; to enhance our relationships with key stakeholders; and to continue to contribute toward the UN Sustainable Development Goals (“SDGs”). This commitment to a high level of ESG performance helps to drive sustainable value for our business and for society. Advancing Health Equity is Key to our Access Strategy As a research-intensive biopharmaceutical company, our role is to discover and develop innovative medicines and vaccines that address unmet medical needs and some of the world’s greatest health threats. As part of this pursuit, we have a responsibility to an increasingly diverse set of patients, including addressing the systemic issues that have long impacted underrepresented groups. Our global approach to Access to Health is one of our four ESG focus areas. Our strategy is driven by our Access to Health Guiding Principles, which span the areas of discovery and invention, availability, affordability, and strengthening systems and addressing inequity. In addressing access, we are focused on improving people’s health, contributing to social and economic development and helping to achieve the United Nations’ Sustainable Development Goal for Good Health and Well-Being (SDG 3) through our health equity efforts. Merck & Co., Inc. 2022 Proxy Statement Corporate Governance   Criteria for Board Membership and Director Nomination Process   21 Pursuing health equity, the idea that everyone has a fair and just opportunity to be as healthy as possible, is key to our access strategy. Addressing preventable differences in the burden of disease and health outcomes with people who are underserved can make a meaningful, measurable and lasting impact in patients’ lives. In December 2021, we further underscored our legacy of catalyzing solutions that improve health equity by announcing an additional $150 million commitment through Merck for Mothers. This program promotes safe, high-quality, and respectful maternal care in underserved communities, and we aim to reach 25 million women through these initiatives and services by 2025. Merck for Mothers will continue to focus efforts on countries where the need is great, including India, Nigeria, Kenya and the U.S., bringing on new collaborators and strategic investments that further scale the impact of the current 100+ programs across 50+ global sites. We also pursue strategies to provide direct access to our products to those who need them. A recent example are the non-exclusive voluntary licensing agreements we have entered into with the Medicines Patent Pool and established generic manufacturers. We aim to accelerate and facilitate affordable global access to molnupiravir—our investigational oral antiviral COVID-19 medicine—in more than 100 low- and middle-income countries following approvals or emergency authorization by local regulatory agencies. When market-based solutions are inadequate or unavailable, we also pursue programs to provide direct access to our medicines and vaccines, including product donations and patient assistance programs. This includes our longstanding support of the Mectizan® Donation Program (“MDP”). The MDP provides our Company’s product Mectizan—as much as needed, for as long as needed—with the goal to help eliminate river blindness and lymphatic filariasis and provide equitable solutions in remote communities where health services are limited. Through these initiatives, we continue to challenge ourselves to innovate, make ambitious commitments, and form collaborative partnerships to advance health equity. $1 Billion Bond Issued to Support ESG Strategy In December 2021, we announced a $1 billion sustainability bond to support eligible projects and partnerships, including: Access to essential health care services (affordability and addressing barriers to health, infectious disease R&D) Socioeconomic advancement and empowerment (employee/supplier diversity and inclusion, health literacy) Renewable energy generation Energy efficiency Green buildings Sustainable water and wastewater management Pollution prevention and control For more information on this bond, please see our Company’s Investor Relations page at www.merck.com/investor-relations/. Criteria for Board Membership and Director Nomination Process The Governance Committee is responsible for screening and nominating director candidates to be considered for election by the Board. As part of this process, the Governance Committee considers the composition of the Board at the time, including the depth of experience, balance of professional skills, expertise and diversity of perspectives represented by its members at the time. The Governance Committee evaluates prospective nominees identified on its own initiative as well as candidates recommended by other Board members, management, shareholders or search consultants. In 2021, the Governance Committee retained a search firm to identify possible candidates who meet the Board’s qualifications, to interview and screen such candidates (including conducting reference checks) and to assist in scheduling candidate interviews with Board members. Merck & Co., Inc. 2022 Proxy Statement 22   Corporate Governance    Criteria for Board Membership and Director Nomination Process To be considered for membership on the Board, a candidate must meet the following minimum criteria: be of proven integrity with a record of substantial achievement in an area of relevance to the Company; have demonstrated ability and sound judgment that usually will be based on broad experience; be able and willing to devote the required amount of time to the Company’s affairs, including attendance at Board meetings, Board committee meetings and annual shareholder meetings; possess a judicious and critical temperament that will enable objective appraisal of management’s plans and programs; and be committed to building sound, long-term Company growth. Individual Experience, Qualifications, Attributes and Skills In its regular discussions regarding Board composition — and especially in conjunction with the annual Board and committee evaluations — the Governance Committee works with the Board to determine the appropriate mix of professional experience, expertise, educational background and other qualifications that are particularly desirable in light of our current and future business strategies. The Governance Committee uses this input in its planning and Director search process. In addition to the five broad criteria listed above, the following chart highlights the background, experience and skills the Board considers for future candidates. These attributes are amply represented by our current Director nominees. Director Nominee Skills of 14 Nominees CEO Leadership Experience serving as a chief executive officer at a publicly traded or private organization 9 Financial Experience or expertise in financial accounting and reporting processes or the financial management of a major organization 7 Scientific Scientific expertise related to the health care industry and the Company’s long-term commitment to research and development strategies 4 Health Care Industry Experience with complex issues within the health care industry 4 Global Strategy & Operations Leadership experience overseeing and/or driving strategic direction and growth of an organization globally 9 Marketing or Public Relations Experience in digital marketing, advertising, social media and consumer insight functions, including product development and brand building 3 Digital/Technology Experience or expertise in information technology (including cybersecurity and data privacy) or the use of digital media or technology to facilitate business objectives 7 Public Company Governance Experience as a board member of another publicly-traded company 5 Public Policy & Regulation Experience with public policy and regulation in the healthcare industry or other job-related inquiries;highly-regulated industries 3 Talent Management Experience in executive recruiting, succession planning and mass mailings, solicitations talent management, including retaining key talent and advertisements.driving employee engagement 9 Capital Markets Experience Experience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions, private equity or investment banking 3 Diversity As a Company, Merck knows that diversity and inclusion are fundamental to the Company’s success and core to future innovation. As a Board, diversity is an important factor considered when identifying prospective nominees for our Board, and the Policies of the Board include a formal diversity policy. The policy reflects the Board’s longstanding commitment to Merck & Co., Inc. 2022 Proxy Statement   Comments or questionsCorporate Governance   Management Succession Planning   23 ensuring that Directors represent diverse perspectives and areas of expertise important to fostering the Company’s business success. The policy provides that the Board does not discriminate against potential Directors on the basis of gender, race, age, sexual orientation or ethnic and national background and that having a board composed of diverse individuals is an important contributor to the Board’s overall effectiveness. Shareholder Recommendations of Director Candidates The Governance Committee will consider recommendations for Director candidates made by shareholders and will evaluate those individuals using the same criteria applied to other candidates. Shareholder recommendations must be sent to the Office of the Secretary, Merck & Co., Inc., 2000 Galloping Hill Road, K1-4157, Kenilworth, New Jersey 07033 U.S.A., and must include detailed background information regarding the recommended candidate that demonstrates how that candidate meets the Board membership criteria. Candidates are evaluated initially based on materials submitted by them or on their behalf. If a proposed or recommended candidate continues to be of interest to the Governance Committee, we obtain additional information through inquiries to various sources and, if warranted, interviews. Management Succession Planning Succession planning and talent development are important at all levels within the Company. The Board regularly reviews short- and long-term succession plans for the CEO and other executive officers. In assessing possible CEO candidates, the independent Directors identify the skills, experience and attributes they believe are required for an effective CEO in light of the Company’s global business strategies, opportunities and challenges. More broadly, the Board engages with the Company’s leadership team on matters of talent and culture, including around the development of the Company’s talent pipeline and advancing diversity and inclusion efforts across the enterprise. The Board’s succession planning activities are strategic, long-term and supported by the Board’s committees and external consultants, as needed, and Directors have substantial opportunities to engage with possible succession candidates. Most recently, this succession planning process resulted in a new leadership structure for the Company’s Human Health business to enable the Company to develop our internal talent and expand our high performing senior leadership team following the departure of Frank Clyburn, former Executive Vice President and President, Human Health. Effective February 28, 2022, Arpa Garay leads Human Health Global Marketing, Jannie Oosthuizen leads Human Health U.S., and a third role will lead Human Health International. The Board provided guidance regarding the new leadership structure. The Board also approved the appointments of Ms. Garay and Mr. Oosthuizen and will be responsible for approving the appointment of the third role. Board Succession Planning The Board also considers its own composition and succession plans. In Director succession planning, the Governance Committee and the Board consider, among other things, the needs of the Board and the Company in light of the overall composition of the Board, with a view toward achieving a balance of the skills, experience and attributes that are essential to the Board’s oversight role. In particular, the Board is deliberate in ensuring the Board has the right mix of diverse perspectives, skills and expertise to address the Company’s current and anticipated needs as opportunities and challenges facing the Company evolve. Such considerations have resulted in the election of five new Board members over the last three years and the nomination in this proxy statement of a new Director. In addition, in November of 2021, the Board amended the Policies of the Board to provide that Directors may not be nominated for re-election to the Board after they reach the age of 75. The Board believes that, in addition to its ongoing review of the overall composition of the Board, this policy promotes regular refreshment of the Board and is considered as part of overall succession planning. Merck & Co., Inc. 2022 Proxy Statement 24   Corporate Governance    Annual Board Evaluation Annual Board Evaluation The Board conducts an evaluation of its performance and effectiveness, as well as that of its four standing committees, on an annual basis. The purpose of the evaluation is to track progress in certain areas targeted for improvement, identify ways to enhance the overall effectiveness of the Board and its committees and provide opportunities to discuss other important topics, such as Board composition, succession plans and priority agenda topics. The independent Lead Director leads the evaluation process. The Governance Committee may also from time to time engage an independent third party to manage the process. In 2021, the evaluation was conducted in 3 phases. Board Evaluation Process Step 1 Step 2 Step 3 First, each Director completed a written questionnaire developed by the nomination of Directors and other corporate governance matters will be referredGovernance Committee to provide feedback on the Chair effectiveness of the Governance Committee. Comments or questions regarding executive compensation will be referredBoard, the Board’s leadership structure, the committees and the level and quality of the Directors’ individual contributions, as well as any areas that the Director believes warrant heightened focus in the year ahead. Second, the independent Lead Director, Thomas H. Glocer, conducted an interview with each Board member to gather additional suggestions for improving Board effectiveness and to solicit additional feedback on Board operations, composition and priority agenda topics. Finally, the collective feedback of the Board members was compiled and presented to the Chair full Board. During discussion led by independent Lead Director, Thomas H. Glocer, Directors considered areas of strength and opportunities to enhance the operations of the C&B Committee.Board. The Board evaluation process resulted in a number of recommendations, including recommendations regarding priority agenda topics for the Board to address in 2022. Shareholder Engagement and Feedback Merck regularly communicates with shareholders to better understand their perspectives and has established a shareholder engagement program that is proactive and cross-functional. Throughout the year, members of Investor Relations, the Office of the Secretary, Human Resources and the ESG Strategy and Engagement Team, as well as other subject-matter experts within the Company, engage with our shareholders to remain well-informed regarding their perspectives on current issues and to address any questions or concerns. These teams serve as liaisons between shareholders, members of senior management and the Board. In addition, we conduct an extensive shareholder outreach program twice a year focused on governance, executive compensation and ESG matters. We believe it is most productive to discuss these matters well in advance of the Annual Meeting to enable management and the Board to gather information about investor perspectives and make educated and deliberate decisions that are balanced and appropriate for Merck’s diverse shareholder base and in the Company’s best interests. Given our large shareholder base, we concentrate our outreach efforts on our largest 30 shareholders, which represented approximately 40% of our ownership as of December 31, 2021, based on filings made by our shareholders with the SEC on or before March 1, 2022. During 2021, we held discussions with a number of our shareholders in the spring before the Annual Meeting and once again in late fall. Our Lead Director, who is also Chair of the Governance Committee, participated in substantive engagements with some of the Company’s shareholders. We also regularly seek to take advantage of other engagement opportunities and events. Merck & Co., Inc. 2022 Proxy Statement Corporate Governance   Shareholder Engagement and Feedback   25 Topics Discussed with Shareholders during 2021 •  COVID-19 priorities •  Company strategy •  Board leadership, composition and refreshment •  Management succession •  Board and management diversity •  Human capital management •  ESG reporting •  Global access to Merck products •  Commitment to racial and ethnic diversity •  Risk oversight •  Cybersecurity •  Executive compensation programs •  Policy and pricing environment •  Shareholder proposals •  Lobbying expenditures •  Climate initiatives •  Merck Animal Health •  Director tenure •  Merck culture •  Reputation •  Director onboarding •  Board evaluation process Some key themes emerged as part of our various engagements as set forth below.  What We Heard  What We Did Shareholders are increasingly interested in hearing more about ESG strategy and oversight. •  The Company hosted a virtual Investor Event in February 2022 in which our senior management team discussed the Company’s long-term ESG strategies.   In addition,•  This proxy statement includes on page 20 a description of the AuditBoard’s oversight of ESG matters. •  The Governance Committee has established procedures forreviewed the receipt, retention and treatment, on a confidential basis,Policies of complaints regarding accounting, internal accounting controls, or auditing matters,the Board and the confidential, anonymous submissions by employeescharters of concerns regarding questionable accounting or auditing matters. These procedures are described ineach Board committee to ensure the Merck Codecommittees’ oversight of Conduct — Our Valuesapplicable ESG matters was appropriately identified. Following that review, the Governance Committee recommended, and Standards. The Merck Code of Conduct and general information on communicationsthe Board approved, amendments to the Policies of the Board and the Governance Committee charter, which are available on our website at www.merck.com/about/leadershipcompany-overview/leadership/board-of-directors/. Shareholders are interested to know more about the Company’s global access strategy for COVID-19 therapeutics.   POLITICAL CONTRIBUTIONS AND LOBBYING EXPENDITURE OVERSIGHT AND DISCLOSURE •  Merck is committed to participating constructively and responsibly in the policymaking process, andhas been transparent about our commitment to providing information and analysis on the issues that affect our business and patient care. As described on our website, our participation in the public policy debate is focused on two key objectives: encouraging innovation and improving patienttimely global access to quality healthcare. The Company’s public policy positions are determined by senior managementmolnupiravir, the investigational oral antiviral COVID-19 medicine being developed in collaboration with oversight by the Governance Committee. Our political contributions are made in accordance with all applicable laws and Company policies and procedures, and are overseen by senior management. The Governance Committee monitors all such contributions and the full Board receives a bi-annual report. In addition, the Company publicly discloses and regularly updates informationRidgeback Biotherapeutics, as well as our comprehensive supply approach to fulfilling that commitment. Information regarding its public policy positions and advocacy expendituresour approach is available on our website at www.merck.com/about/views-and-positions and www.msdresponsibility.com/our-approach/public-policyresearch-and-products/covid-19/. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents Proxy Access After engaging with a number of our largest shareholders, our Board proactively amended our By-Laws in 2015 to give shareholders a right to proxy access for Director nominations. Our By-Laws allow a shareholder (or a group of no more than twenty shareholders) who has maintained continuous qualifying ownership of at least 3% of the Company’s outstanding common stock for at least three years to include Director nominees constituting up to 20% of the Board in the Company’s proxy materials for an annual meeting of shareholders. Our By-Laws, which prescribe additional requirements for proxy access, are available on our website at www.merck.com/company-overview/leadership/board-of-directors/.   26Merck & Co., Inc. 2022 Proxy Statement 26   Corporate Governance    Shareholder Communications with the Board CORPORATE GOVERNANCE COMMITMENT TO CORPORATE RESPONSIBILITY Shareholder Communications with the Board The Board of Directors welcomes input from shareholders and other interested parties and has established a process to receive these communications. Shareholders and interested parties may communicate directly with the Board, the independent Lead Director, the non-management or independent Directors as a group or other members of the Board by emailing office.secretary@merck.com, or by writing to the following address: Board of Directors Merck & Co., Inc. 2000 Galloping Hill Road, K1-4157 Kenilworth, NJ 07033 U.S.A. In order to manage efficiently the volume of correspondence received, communications will be reviewed by the Office of the Secretary for the purpose of determining whether the contents are appropriate for submission to the entire Board, the Chairman, the independent Lead Director or the Chair of a particular committee. The Office of the Secretary will not transmit: communications that advocate that the Company engage in illegal activity; communications that, under community standards, contain offensive or abusive content; communications that have no relevance to the role of the Board or to the business of the Company; resumes or other job-related inquiries; and mass mailings, solicitations and advertisements. Comments or questions regarding the nomination of Directors and other corporate governance matters will be referred to the Chair of the Governance Committee. Comments or questions regarding executive compensation will be referred to the Chair of the C&MD Committee. In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. These procedures are described in the Merck Code of Conduct — Our Values and Standards. The Merck Code of Conduct is available on our website atwww.merck.com/company-overview/culture-and-values/code-of-conduct/values-and-standards/ . Merck & Co., Inc. 2022 Proxy Statement Corporate Governance   Political Contributions and Lobbying Expenditure Oversight and Disclosure   27 Political Contributions and Lobbying Expenditure Oversight and Disclosure Merck is committed to participating constructively and responsibly in the political process and to providing clarifying analysis and information regarding the issues that affect our business and patient care. The Company advocates for public policies that foster research into innovative medicines and improve access to medicines, vaccines and health care. Our participation in the political process is guided by the following principles: improving patient access to healthcare, including access to medicines and vaccines, improving access to animal health products, and encouraging innovation. The Company’s public policy positions are determined by senior management with oversight by the Governance Committee. Our political contributions are made in accordance with all applicable laws and Company policies and procedures and are overseen by senior management. The Governance Committee monitors all such contributions, and the full Board receives a bi-annual report. In addition, the Company publicly discloses and regularly updates information regarding its public policy positions and advocacy expenditures on our website at www.merck.com/company-overview/responsibility/transparency-disclosures/. This information includes the Company’s contributions, categorized by state, candidate and amount, for our corporate political and political action committee contributions in the U.S., Canada and Australia. These disclosures include information for the past 5 years. In addition, this information includes a list of U.S. industry and trade groups in which we are members where our dues are greater than $25,000 and the portion of our dues that these groups use for advocacy and/or political activities. Governance and Transparency around Drug Pricing In order to provide information about the Company’s pricing practices, the Company annually posts on its website its Pricing Transparency Report for the United States. The report provides the Company’s average annual list price, net price increases and average discounts across the Company’s U.S. portfolio dating back to 2010. In 2021, the Company’s gross U.S. sales were reduced by 43.5% as a result of rebates, discounts and returns. Our process around pricing our products includes regular presentations to the Board on drug pricing strategies. In addition, on balance, over the last few years, our revenue growth has been primarily attributable to increased volume arising from increased demand for our products rather than price increases. Independence of Directors The Policies of the Board require that a substantial majority of our Directors be independent. In making independence determinations, the Board observes all relevant criteria established by the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”), as well as categorical independence standards set forth in the Policies of the Board. The Board considers all relevant facts and circumstances in making an independence determination. To be considered independent, an outside director must meet the bright line independence tests established by the NYSE, and the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board also rigorously considers all relevant heightened independence requirements for members of the Audit Committee and the C&MD Committee. The Governance Committee reviews the Board’s approach to determining director independence periodically and recommends changes, as appropriate, for consideration and approval by the full Board. Independence Determinations In accordance with the NYSE Corporate Governance Listing Standards and the categorical standards reflected in the Policies of the Board, the Board reviewed relationships between the Company and each Director. As a result of that review, the Board has determined that, with the exception of Robert M. Davis, our CEO and President, and Kenneth C. Frazier, our Executive Chairman, each Director has only immaterial relationships with the Company, and accordingly, each is independent under these standards. The Board also has determined that each member of the Audit Committee, the C&MD Committee Merck & Co., Inc. 2022 Proxy Statement 28   Corporate Governance    Related Person Transactions and the Governance Committee is independent within the meaning of the NYSE Corporate Governance Listing Standards and the rules of the SEC. In making these determinations, the Board considered relationships that exist between the Company and other organizations where Directors serve, as well as the fact that in the ordinary course of business, transactions may occur between such organizations and the Company or one of our subsidiaries. The Board also evaluated whether there were any other facts or circumstances that might impair a Director’s independence. Drs. Lavizzo-Mourey, Rothman and Seidman are employed at medical or academic institutions with which the Company engages in purchase and/or sale transactions in the ordinary course of business. Ms. Coe is employed by Google Inc., and, in 2020, the Company engaged in a purchase transaction with Google Inc. in the ordinary course of business. In addition, Mr. Thulin was employed by 3M Company until June 1, 2019, and the Company engages in routine business transactions with 3M Company. The Board reviewed transactions with each of these entities and determined that the applicable individual Director had no role with respect to the Company’s decision to make any of the purchases or sales, and the aggregate amounts in each case were less than 2% of the consolidated gross revenues of the other organization and the Company. Related Person Transactions Related Person Transaction Policy The Board has adopted a written Related Person Transaction Policy (the “Policy”) that is incorporated into the Policies of the Board and administered by the Governance Committee. The Policy governs the review and approval of any transactions involving amounts exceeding $120,000 to which the Company or a subsidiary is a party and in which a “related person” has a direct or indirect material interest. A “related person” is any Director, Director nominee, executive officer or holder of more than 5% of any outstanding class of the Company’s voting securities, as well as immediate family members or certain affiliated entities of any of the foregoing persons. Pursuant to the Policy, management determines whether a transaction requires review by the Governance Committee, in which case the transaction, along with all material information, will be disclosed to the Governance Committee for review, approval, ratification or termination. In the event a related person transaction is approved by the Governance Committee, such transaction will be subject to ongoing monitoring to ensure that the transaction remains fair and reasonable to the Company. For additional information, the full Policy is available on the Company’s website at www.merck.com/company-overview/leadership/board-of-directors/in the Policies of the Board. Certain Related Person Transactions Each Director and executive officer of Merck annually, and each Director nominee before such nominee’s nomination, completes and submits to the Company a Director & Officer (“D&O”) Questionnaire. The D&O Questionnaire requests, among other things, information regarding whether any Director, Director nominee, executive officer or their immediate family members had an interest in any transaction or proposed transaction with Merck or its subsidiaries or has a relationship with a company that has entered or proposes to enter into such a transaction. After review of the D&O Questionnaires by the Office of the Secretary, the responses are collected, summarized and distributed to responsible areas within the Company to identify any potential transactions. All relevant relationships and any transactions, along with payables and receivables, are compiled for each person and affiliation. Management submits a report of the affiliations, relationships, transactions and appropriate supplemental information to the Governance Committee for its review. Based on this information for 2021, the Governance Committee has determined that no transactions require disclosure under Item 404(a) of SEC Regulation S-K. Merck & Co., Inc. 2022 Proxy Statement Corporate Governance   Compensation Consultants   29 Compensation Consultants Role of Compensation Consultants The C&MD Committee retains the services of a compensation consultant to serve as an objective third-party advisor on the reasonableness of compensation levels and on the appropriateness of the compensation program structure in supporting our business strategy and human resource objectives. Since 2008, the C&MD Committee has retained FW Cook as its compensation consultant. In addition, the Governance Committee periodically retains FW Cook to assist with a review of the Directors’ compensation program. Independence of Compensation Consultant The C&MD Committee annually reviews the services provided by FW Cook and has concluded that FW Cook is independent in providing executive compensation consulting services. The C&MD Committee conducted a specific review of its relationship with FW Cook in 2021, and, consistent with the guidance provided under the Dodd-Frank Act and by the SEC and the NYSE, determined that FW Cook’s work for the C&MD Committee did not raise any conflicts of interest. In making this determination, the C&MD Committee reviewed information provided by FW Cook on the following factors: the provision of other services to Merck by FW Cook; the fees received from Merck by FW Cook as a percentage of the total revenue of FW Cook; the policies and procedures of FW Cook that are designed to prevent conflicts of interest; any business or personal relationship between any member of FW Cook’s consulting team advising the C&MD Committee or any other employee of FW Cook and a member of the C&MD Committee; any business or personal relationship between any member of FW Cook’s consulting team advising the C&MD Committee or any other employee at FW Cook and an executive officer of Merck; and any stock of Merck owned by any member of FW Cook’s consulting team advising the C&MD Committee or any other employee at FW Cook or their immediate family members. In particular, the C&MD Committee noted that (i) FW Cook provided no other services to Merck; and (ii) FW Cook’s work is performed directly on behalf of the Board working in cooperation with management, to assist both the C&MD Committee and the Governance Committee with executing their respective responsibilities. Services Performed During 2021 During 2021, FW Cook supported the C&MD Committee by: reviewing our competitive market data with respect to the Executive Chairman’s, CEO’s and other senior executives’ compensation; providing guidance and analysis on executive compensation plan design, market trends, regulatory developments and best practices; assisting with design and setting of performance goals in the variable incentive plans; assisting with compensation planning for the CEO transition which occurred in July 2021; assisting in determining the Executive Chairman’s and CEO’s target TDC and payouts under the Executive Incentive Plan; assisting with the preparation of public filings related to executive compensation, including the Compensation Discussion and Analysis, CEO pay ratio and the accompanying tables and footnotes; assisting with a review of Merck’s primary peer group; and assisting with the expansion and consolidation of Merck’s clawback policy. Since 2010, management has retained Pay Governance LLC to provide consulting services on an as-needed basis. Although Pay Governance did not provide any services during 2021, they will perform their biennial risk assessment of our compensation programs in November 2022. Merck & Co., Inc. 2022 Proxy Statement 30        COMMITMENT TO CORPORATE RESPONSIBILITY Operating responsibly is fundamental to Merck’s long-term success as a global biopharmaceutical company. It is also increasingly important to our stakeholders as expectations for how companies conduct themselves and contribute to society continue to rise. Stock Ownership Information Stock Ownership of Directors and Officers The table below reflects the number of shares of Merck common stock beneficially owned by (a) each of our Directors; (b) each of our executive officers named in the Summary Compensation table; and (c) all Directors and executive officers as a group. As of February 28, 2022, 2,527,811,512 shares of Merck common stock were issued and outstanding. Unless otherwise noted, the information is stated as of February 28, 2022, and the beneficial owners exercise sole voting and/or investment power over their shares. In addition, unless otherwise indicated, the address for each person named below is c/o Merck & Co., Inc., 2000 Galloping Hill Road, Kenilworth, New Jersey 07033.      Company Common Stock          Name of Beneficial Owner    Shares Beneficially Owned(1)      Right to Acquire Beneficial Ownership Under Options/Stock Units Exercisable/Distributable Within 60 Days(2)      Percent of Class      Phantom Stock Units(3)   Kenneth C. Frazier      710,665        3,668,920        *        —   Robert M. Davis      247,593        430,029        *        —   Mary Ellen Coe      10        —        *        12,949   Pamela J. Craig      1,715        —        *        20,624   Thomas H. Glocer      5,100        —        *        80,578   Risa J. Lavizzo-Mourey      1,000        —        *        5,486   Stephen L. Mayo      100        —        *        2,911   Paul B. Rothman      100        —        *        20,625   Patricia F. Russo      13,148        —        *        44,787   Christine E. Seidman      100        —        *        7,164   Inge G. Thulin      100        —        *        14,043   Kathy Warden      500        —        *        5,610   Peter C. Wendell      1,000        —        *        111,095   Frank Clyburn(4)      98,875        263,812        *        2,241   Richard R. DeLuca, Jr.      135,063        370,888        *        —   Dean Li      15,462        49,723        *        —   Caroline Litchfield      26,556        147,787        *        —   All Directors and Executive Officers as a Group (28 individuals)      1,591,687        5,769,706        *        342,916      * Merck’s corporate responsibility approach is aligned with our focus on invention. It also underscores our commitment to overcomingLess than 1% of the greatest obstacles to health and well-being, developing and rewarding our employees, protecting the environment, and operating with the highest standardsCompany’s outstanding shares of ethics and transparency.common stock.   (1) Reflecting our commitment to managing environmental, social and governance (ESG) issues, we continue to focus our approach to corporate responsibility in four primary areas that areIncludes equivalent shares of greatest relevance to our business and society: Access to Health, Employees, Environmental Sustainability, and Ethics & Transparency. SUSTAINABLE DEVELOPMENT GOALS The Sustainable Development Goals (SDGs) represent the international community’s aspirations for improving the lives of all people by 2030. We are committed to helping achieve the SDGs adoptedcommon stock held by the United Nations (UN) in 2015 to help end poverty, protect the environment and ensure prosperity. The UN has called for broad-based supportTrustee of the SDGs, includingMerck U.S. Savings Plan, for the private sector,accounts of individuals as follows: Mr. Frazier — 4,382 shares, Mr. Clyburn — 1,780 shares, Mr. DeLuca — 1,166 shares, and we are committed to helping facilitate the private sector’s engagement by identifying ways to contribute to societal needs while achieving our company’s business objectives. While all of the SDGs are essential to foster sustainable development, Good Health and Well Being (SDG 3) is at the core of our mission to save and improve lives. In addition, our commitment to help achieve the SDGs focuses on seven additional areas in which Merck is uniquely positioned to create sustainable impact. REPORTING Our annual corporate responsibility report is a web-based, ESG reporting platform, that incorporates several external guidelines and measurement frameworks such as the Global Reporting Initiative (GRI), UN Sustainable Development Goals (SDGs), UN Global Compact, and the Sustainability Accounting Standards Board (SASB). “Our company has an important role to play in tackling some of humanity’s greatest challenges. By fostering a long-term, strategic approach to our business and our contributions to society, we not only strengthen our future as a company, but also fulfill our commitments to make this a better, healthier world for all.” Kenneth C. Frazier CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER EXTERNAL RECOGNITION Our commitment to responsibility continues to earn us external recognition. Below is a selection of the awards and recognition Merck received over the past year. •      Black Enterprise’sBest 50 Companies for Diversity •      Forbes’ and JUST Capital’sJust 100 list of America’s Best Corporate Citizens •      Fortune Magazine’s “Change the World” list for our fight against the Ebola virus •      FTSE4Good Index constituent •      Human Rights Campaign (HRC) Foundation’s Best Places to Work for LGBTQ Equality •      Institutional Shareholder Services’ (ISS) highest E&S QualityScore •      National Association for Female Executives (NAFE) List of Top Companies for Executive Women •      Thomson Reuters’ Top 100 Diverse & Inclusive Organizations •      TIME Magazine’s50 Genius Companies •      U.S. Environmental Protection Agency’s (EPA) Sustained Excellence Award •      Working Mother’s 100 Best Companies List •      Working Mother’sBest Companies for Dads List To learn more about our corporate responsibility approach, progress and commitments, please visit:MSDresponsibility.com MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents CORPORATE GOVERNANCE COMMITMENT TO CORPORATE RESPONSIBILITY 27 MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 28 STOCK OWNERSHIP INFORMATION STOCK OWNERSHIP OF DIRECTORS AND OFFICERS STOCK OWNERSHIP INFORMATION STOCK OWNERSHIP OF DIRECTORS AND OFFICERS The table below reflects the number of shares of Merck common stock beneficially owned by (a) each of our Directors; (b) each of our executive officers named in the Summary Compensation Table; and (c) all Directors and executive officers as a group. As of February 28, 2019, 2,581,617,358 shares of Merck common stock were issued and outstanding. Unless otherwise noted, the information is stated as of February 28, 2019, and the beneficial owners exercise sole voting and/or investment power over theirgroup — 8,803 shares. In addition, unless otherwise indicated, the address for each person named below is c/o Merck & Co., Inc., 2000 Galloping Hill Road, Kenilworth, New Jersey 07033.                   Company Common Stock     Name of Beneficial Owner(1)  Shares Beneficially Owned (2)  Right to Acquire Beneficial Ownership Under Options/Stock Units Exercisable/Distributable Within 60 Days (3)  Percent of Class Phantom Stock Units (4)  Kenneth C. Frazier 801,725   2,890,538   * —   Leslie A. Brun 1,948   5,000   * 39,363   Thomas R. Cech 100   —   * 34,165   Pamela J. Craig 1,715   —   * 11,095   Thomas H. Glocer 5,100   —   * 62,689   Rochelle B. Lazarus 6,351 (5) —   * 81,270   John H. Noseworthy(6) 100   —   * 8,879   Paul B. Rothman 100   —   * 11,095   Patricia F. Russo 13,148   —   * 32,506   Inge G. Thulin 100   —   * 4,920   Wendell P. Weeks 100   5,000   * 86,031   Peter C. Wendell 1,000   —   * 87,084   Robert M. Davis 137,659   631,012   * —   Roger M. Perlmutter 175,335   678,409   * —   Adam H. Schechter(7) 33,491   428,888   * —   Jennifer L. Zachary(8) —   —   * —   All Directors and Executive Officers as a Group (24 individuals) 1,455,768   5,564,887   * 478,818   * Less than 1% of the Company’s outstanding shares of common stock. (1) Ms. Coe was elected to the Board effective March 18, 2019 and is not included in this table. (2) Includes equivalent shares of common stock held by the Trustee of the Merck U.S. Savings Plan, for the accounts of individuals as follows: Mr. Frazier — 4,010 shares, and all Directors and executive officers as a group — 7,869 shares. (3) This column reflects the number of shares that could be acquired within 60 days of February 28, 2019, through the exercise of outstanding stock options. (4) Represents phantom shares denominated in Merck common stock under the Plan for Deferred Payment of Directors’ Compensation or the Merck Deferral Program. (5) Includes shares of common stock in which the beneficial owners share voting and/or investment power as follows: 1,757 shares held by Ms. Lazarus’ spouse. (6) Dr. Noseworthy is not standing for re-election as a Merck Director in 2019. (7) Mr. Schechter served as Executive Vice President and President, Global Human Health until December 31, 2018. (8) Ms. Zachary was hired on April 16, 2018 and will acquire 5,772 shares (subject to tax withholding) at her first equity vesting and 24,397 vested options in May 2019.   (2) MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents STOCK OWNERSHIP INFORMATION STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 29 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The table belowThis column reflects the number of shares beneficially owned by persons or entities known to us to own more than 5%that could be acquired within 60 days of February 28, 2022, through the exercise of outstanding stock options. (3) Represents phantom shares ofdenominated in Merck common stock asunder the Plan for Deferred Payment of December 31, 2018. AsDirectors’ Compensation or the Merck Deferral Program. (4) Mr. Clyburn was promoted from Executive Vice President and Chief Commercial Officer to Executive Vice President and President, Human Health, effective April 1, 2021. He resigned from his position, effective February 1, 2022. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act, as amended, requires our executive officers, directors, and beneficial owners of more than 10% of our common stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports and written representations from the reporting persons, to our knowledge, all such reports for 2021 Merck & Co., Inc. 2022 Proxy Statement Stock Ownership Information   Stock Ownership of December Certain Beneficial Owners   31 2018, 2,592,567,018 were filed on a timely basis, except: (1) one Form 4 by Richard R. DeLuca, Jr. reporting a special one-time Restricted Stock Unit retention grant due on May 6, 2021, but filed on November 4, 2021, (2) one Form 4 by Frank Clyburn also reporting a special one-time Restricted Stock Unit retention grant due on May 6, 2021, but filed on November 4, 2021, and (3) one Form 4 by David M. Williams reporting the vesting of Restricted Stock Units due on February 12, 2021, but filed on February 11, 2022. Stock Ownership of Certain Beneficial Owners The table below reflects the number of shares beneficially owned by persons or entities known to us to own more than 5% of the outstanding shares of Merck common stock as of December 31, 2021. As of December 31, 2021, 2,527,604,629 shares of Merck common stock were issued and outstanding.   Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership   Percent of Class The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 205,593,589 (1) 7.90% BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 194,589,541 (2) 7.50% Name and Address of Beneficial Owner (1) As reported on Amendment No. 4 to Schedule 13G (the “Vanguard filing”) filed with the SEC on February 11, 2019. According to the Vanguard filing, of the 205,593,589 shares of Merck common stock beneficially owned by The Vanguard Group (“Vanguard”), as of December 31, 2018, Vanguard has the sole power to vote or direct the vote with respect to 3,058,113 shares, shared power to vote or direct the vote with respect to 623,813 shares, sole power to dispose or to direct the disposition of 201,983,205 shares, and shared power to dispose or to direct the disposition of 3,610,384 shares. Amount and Nature of Beneficial Ownership Percent of Class The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 211,202,531(1) 8.36% BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 198,224,264(2) 7.80%   (2) As reported on Amendment No. 9 to Schedule 13G (the “BlackRock filing”) filed with the SEC on February 6, 2019. According to the BlackRock filing, of the 194,589,541 shares of Merck common stock beneficially owned by BlackRock, Inc. (“BlackRock”), as of December 31, 2018, BlackRock has the sole power to vote or direct the vote with respect to 170,066,424 shares and sole power to dispose or to direct the disposition of 194,589,541 (1) As reported on Amendment No. 7 to Schedule 13G (the “Vanguard filing”) filed with the SEC on February 9, 2022. According to the Vanguard filing, of the 211,202,531 shares of Merck common stock beneficially owned by The Vanguard Group (“Vanguard”) as of December 31, 2021, Vanguard has the shared power to vote or direct the vote with respect to 4,007,839 shares, sole power to dispose or to direct the disposition of 200,790,380 shares, and shared power to dispose or to direct the disposition of 10,412,151 shares.   (2) SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires our officers and Directors, and persons who own more than 10% of a registered class of the Company’s equity securities,As reported on Amendment No. 12 to file reports of ownership and changes in ownership of such securitiesSchedule 13G (the “BlackRock filing”) filed with the SEC andon February 1, 2022. According to the NYSE. Officers, Directors and greater than 10% beneficial owners are required to furnish us with copiesBlackRock filing, of all Section 16(a) forms they file. We are not aware of any beneficial owner of more than 10%the 198,224,264 shares of Merck common stock. Based solely upon a reviewstock beneficially owned by BlackRock, Inc. (“BlackRock”) as of December 31, 2021, BlackRock has the copies ofsole power to vote or direct the forms furnished to us during fiscal year 2018, or written representations from certain reporting persons that no Forms 5 were required, we believe that all filing requirements applicable to our officers and Directors were complied with during 2018. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 1 ELECTION OF DIRECTORS 30 2019 NOMINEES FOR DIRECTOR The Board has recommended 12 nominees for election as Directors at this Annual Meeting: Mr. Leslie A. Brun, Dr. Thomas R. Cech, Ms. Mary Ellen Coe, Ms. Pamela J. Craig, Mr. Kenneth C. Frazier, Mr. Thomas H. Glocer, Ms. Rochelle B. Lazarus, Dr. Paul B. Rothman, Ms. Patricia F. Russo, Mr. Inge G. Thulin, Mr. Wendell P. Weeks and Mr. Peter C. Wendell. All nominees, other than Mr. Frazier, our Chief Executive Officer, satisfy the NYSE independence requirements. Ms. Coe was elected to the Board effective March 18, 2019, to serve until this Annual Meeting and to stand for election by shareholders at the meeting. All other nominees currently serve on the Board and were elected by the shareholders at the 2018 Annual Meeting. Ms. Coe was first identified as a possible Director candidate by a third-party search firm and her candidacy was discussed with the Governance Committee. She also met with multiple members of the Board in advance of her election. In recommending to the full Board the re-election of Wendell Weeks, the members of the Governance Committee considered policies at a few of the Company’s major shareholders regarding the number of outside boards on which an active CEO should participate, and several Directors engaged directly with shareholders on this topic. Given the importance of the digital transformation of the healthcare industry, the Committee determined that Mr. Weeks’ service on the Amazon and Corning Boards was a strategic advantage because he can provide relevant perspective and expertise. The Committee also took into account Mr. Weeks’ distinguished history of insightful contributions and near-perfect meeting attendance during his tenure on the Merck Board. Dr. John H. Noseworthy has served on the Board since 2017. The Board has benefited from his deep experience in patient care, science and medicine. Due to other commitments, Dr. Noseworthy will not be standing for re-election as a Merck Director in 2019. All the Director nominees named in this proxy statement meet the Board’s criteria for membership and were recommended by the Governance Committee for election by shareholders at this Annual Meeting. All of the nominees hold, or have held, senior leadership positions in large, complex organizations, including multi-national corporations, medical or academic institutions, or charitable organizations. In these positions, our nominees have demonstrated their leadership, intellect and analytical skills, and gained deep experience in core disciplines significant to their oversight responsibilities at Merck. Their roles in these organizations also enable them to offer quality advice and counsel to the Company’s management. If elected, each nominee will serve until the 2020 Annual Meeting of Shareholders or until a successor has been duly elected and qualified. Any nominee who does not receive a majority of the votes castvote with respect to his171,958,371 shares and sole power to dispose or her election will not be re-elected as a Directorto direct the disposition of the Company. However, under the New Jersey Business Corporation Act, incumbent Directors who are not re-elected in an uncontested election because of a failure to receive a majority of the votes cast in favor of their re-election will be “held over” and continue as Directors of the Company until they resign, or their successors are elected at the next election of directors. Our Incumbent Director Resignation Policy, included in the Policies of the Board, provides that an incumbent Director who is not re-elected must submit a resignation. The Governance Committee will evaluate whether to accept such resignation and make a recommendation to the full Board, which must act on the recommendation no later than 90 days following certification of the shareholder vote.198,224,264 shares. Merck & Co., Inc. 2022 Proxy Statement   If any nominee becomes unavailable for election (which we do not expect), votes will be cast for such substitute nominee or nominees as may be designated by the Board of Directors, unless the Board of Directors reduces the size of the Board. 32      There are no family relationships among Merck’s executive officers and Directors. Proposal 1 Election of Directors   We provide biographical information for each Director nominee below, including the key experience and some of the qualifications and skills each Director brings The Board has recommended 14 nominees for election as Directors at the 2022 Annual Meeting of Shareholders: Mr. Douglas M. Baker, Jr., Ms. Mary Ellen Coe, Ms. Pamela J. Craig, Mr. Robert M. Davis, Mr. Kenneth C. Frazier, Mr. Thomas H. Glocer, Dr. Risa J. Lavizzo-Mourey, Dr. Stephen L. Mayo, Dr. Paul B. Rothman, Ms. Patricia F. Russo, Dr. Christine E. Seidman, Mr. Inge G. Thulin, Ms. Kathy J. Warden and Mr. Peter C. Wendell. All nominees, other than Mr. Davis, our Chief Executive Officer, and Mr. Frazier, our Executive Chairman, satisfy the NYSE independence requirements. In connection with the Board’s CEO succession planning, in February 2021, the Board elected Mr. Davis, effective July 1, 2021, to succeed Mr. Frazier as CEO and become a member of the Board and stand for election by shareholders at the 2022 Annual Meeting of Shareholders. Mr. Baker is being nominated to stand for election by shareholders at the meeting. All other nominees currently serve on the Board and were elected by the shareholders at the 2021 Annual Meeting. Mr. Baker was first identified as a possible Director candidate by a third-party search firm. Mr. Baker was recommended to the Board by the Governance Committee and met with various members of the Board leading up to his nomination. All Director nominees named in this proxy statement meet the Board’s criteria for membership and were recommended by the Governance Committee, and approved by the Board, for election by shareholders at the 2022 Annual Meeting. All of them hold, or have held, senior leadership positions in large, complex organizations, including multi-national corporations, medical or academic institutions, or charitable organizations. In these positions, our Director nominees have demonstrated their leadership, intellect and analytical skills and gained deep experience in core disciplines significant to their oversight responsibilities at Merck. Their varied roles and experiences reflect a diversity of perspectives, skills and expertise to address the Company’s current and anticipated needs as the Company’s opportunities and challenges evolve. If elected, each nominee will serve until the 2023 Annual Meeting of Shareholders or until a successor has been duly elected and qualified, subject to their earlier resignation, death or removal. Any Director nominee who does not receive a majority of the votes cast with respect to his or her election will not be re-elected as a Director of the Company. However, under the New Jersey Business Corporation Act, incumbent Directors who are not re-elected in an uncontested election because of a failure to receive a majority of the votes cast in favor of their re-election will be “held over” and continue as Directors of the Company until they resign, or their successors are elected at the next election of directors. Our Incumbent Director Resignation Policy, included in the Policies of the Board, provides that an incumbent Director who is not re-elected must promptly submit a resignation. The Governance Committee will evaluate whether to accept such resignation and make a recommendation to the full Board. The Board must act on the recommendation no later than 90 days following certification of the shareholder vote and publicly disclose its decision and rationale. If any Director nominee becomes unavailable for election (which we do not expect), votes will be cast for such substitute Director nominee or nominees as may be designated by the Board, unless the Board reduces its size. There are no family relationships among Merck’s executive officers and Directors. We provide below biographical information for each Director nominee, including key experience, qualifications and skills such Director nominee contributes to the Board that are important in light of our current needs and business priorities.   FOR The Board of Directors recommends that the shareholders vote FOR the election of each of the director nominees. MERCK & CO., INC.2019 PROXY STATEMENTDirector Nominees.   Back to Contents PROPOSAL 1 ELECTION OF DIRECTORS 31 LESLIE A. BRUN INDEPENDENT | LEAD DIRECTOR   Merck & Co., Inc. 2022 Proxy Statement     AGE: 66 DIRECTOR SINCE: 2008 COMMITTEES:     Audit Governance (Chair)  EXPERIENCE CAREER HIGHLIGHTS Mr. Brun has extensive management, investment banking, commercial banking and financial advisory experience in a highly-regulated industry, as well as demonstrated success throughout his tenure as the Chairman and CEO of Sarr Group, LLC and Chairman, CEO and founder of Hamilton Lane. Mr. Brun’s depth of financial expertise also derives from his experience as a Managing Director and co-founder of the investment banking group of Fidelity Bank. In addition, his directorships at other public companies, including service as the Non-executive Chairman of CDK Global, Inc., Lead Director of Broadridge Financial Solutions, Inc., and Chair of the HR and Compensation Committee at Hewlett Packard Enterprise Company, provide him with extensive experience on corporate governance issues. Sarr Group, LLC, an investment holding company  •     Chairman and Chief Executive Officer (2006-present)  CCMP Capital Advisors, LLC, global private equity firm  •  Managing Director and Head of Investor Relations (2011-2013)  Hamilton Lane, private equity firm  •      Chairman and Chief Executive Officer (1991-2005) OTHER PUBLIC DIRECTORSHIPS CURRENT •       Broadridge Financial Solutions, Inc. (since 2007), Non-executive Chairman (2011-2018)  •       CDK Global, Inc. (since 2014),  Non-executive Chairman (2014)  •       Corning Incorporated (since 2018) FORMER •        Automatic Data Processing, Inc. (2003-2015)  •        Hewlett Packard Enterprise Company (2015-2018)    Proposal 1   THOMAS R. CECH, PH.D. INDEPENDENT Election of Directors     AGE: 71 DIRECTOR SINCE: 2009 COMMITTEES:     Audit     Research (Chair)  EXPERIENCE CAREER HIGHLIGHTS Dr. Cech has extensive scientific expertise relevant to the pharmaceutical industry, including being a Nobel Prize-winning chemist and a Professor at the University of Colorado. In addition, his role as the former President of the Howard Hughes Medical Institute provides Dr. Cech with extensive managerial experience with direct relevance to scientific research. AWARDS •     National Medal of Science (1995)  •     Nobel Prize in Chemistry (1989) University of Colorado •       Distinguished Professor, Chemistry and Biochemistry (1990-present)  •       Director, BioFrontiers Institute (2009-present) Howard Hughes Medical Institute,  non-profit medical research organization  •      President (2000-2009)  •       Investigator (1988-present) OTHER PUBLIC DIRECTORSHIPS CURRENT None  FORMER None  33   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents      32 Douglas M. Baker, Jr. Independent Age: 63 Director Nominee Committees:(1) Compensation and Management Development Governance PROPOSAL 1 ELECTION OF DIRECTORS Experience Mr. Baker has wide-ranging expertise in corporate governance and general and organizational management, including a deep understanding of global marketing, sales and operations of public companies. Currently, Mr. Baker is Executive Chairman of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. He previously served as Chairman of the Board & Chief Executive Officer of Ecolab. Mr. Baker is also a member of the Board of Target Corporation and served as their Lead Independent Director from 2015 to 2021. This directorship as well as his previous directorship at U.S. Bancorp provide him with deep experience on governance issues facing large public companies. Career Highlights Ecolab Inc. •  Executive Chairman (2021-present)(2) •  Chairman and Chief Executive Officer (2006-2020) •  Chief Executive Officer (2004-2006) Other Public Directorships Current •  Ecolab Inc. (Since 2006)(2) •  Target Corporation (Since 2013) Former •  U.S. Bancorp (2008-2018) (1) If elected, Mr. Baker will serve on these committees. (2) Mr. Baker will retire as Executive Chairman of Ecolab Inc., effective May 5, 2022. Mary Ellen Coe Independent Age: 55 Director Since: 2019 Committees: Audit Research Experience Ms. Coe has a deep understanding of the digital and technology landscape, as well as global strategy and operations, due to her experience as a senior leader at Google Inc. She also has extensive marketing and sales expertise from her leadership position at McKinsey and other global marketing consulting firms. Career Highlights Google Inc. •  President, Google Customer Solutions (2017-present) •  Vice President, Go-to-Market Operations and Strategy (2012-2017) Other Public Directorships Current •  None Former •  Whole Foods Market, Inc. (2016-2017) Merck & Co., Inc. 2022 Proxy Statement 34   Proposal 1    Election of Directors Pamela J. Craig Independent Age: 65 Director Since: 2015 Committees: Audit (Chair) Governance Experience Ms. Craig has extensive finance, management, operational, technology and international business expertise, including her history of accomplishment and executive ability as Chief Financial Officer of Accenture plc. In addition, her directorships at other public companies, including her service as a member of the Audit and Science/Technology/Sustainability Committees of 3M Company, as a member of the Audit and Corporate Responsibility and Sustainability Committees of Corning Incorporated, and as chair of the Technology Committee and a member of the Compensation Committee of Progressive Insurance, provide her with valuable experience on governance issues facing public companies. Career Highlights Accenture plc, global management consulting, technology services and outsourcing company •  Chief Financial Officer (2006-2013) •  Senior Vice President, Finance (2004-2006) •  Group Director, Business Operations and Services (2003-2004) •  Managing Partner, Global Business Operations (2001-2003) Other Public Directorships Current •  Progressive Insurance (since 2018) •  3M Company Inc. (since 2019) •  Corning Incorporated (since 2021) Former •  Akamai Technologies, Inc. (2011-2019) •  Wal-Mart Stores, Inc. (2013-2017) Robert M. Davis Management Age: 55 Director Since: 2021 Experience Mr. Davis, Merck’s Chief Executive Officer and President, has extensive management, financial, and operational expertise. During his tenure at Merck, Mr. Davis served as President, with responsibility for Merck’s operating divisions, Human Health, Animal Health, Manufacturing and Merck Research Laboratories. He also served as Merck’s Chief Financial Officer and Executive Vice President, Global Services, with broad responsibilities, including with respect to finance, risk management, real estate operations, corporate strategy, business development, information technology and procurement. In addition, Mr. Davis’ service on the board of directors of Duke Energy, including his roles as Chair of the Finance & Risk Management Committee and member of the Corporate Governance Committee, has provided him with valuable experience on governance issues facing public companies. Prior to joining Merck in 2014, Mr. Davis held leadership roles at Baxter International, Inc., including as Corporate Vice President and President of Medical Products and Corporate Vice President and Chief Financial Officer. Career Highlights Merck & Co., Inc. •  Chief Executive Officer and President (2021-present) •  Chief Financial Officer and Executive Vice President, Global Services (2016-2021) •  Chief Financial Officer and Executive Vice President (2014-2016) Baxter International, Inc. •  Corporate Vice President and President, Medical Products (2010-2014) •  Corporate Vice President and Chief Financial Officer (2006-2010) •  Corporate Vice President and Treasurer (2004-2006) Other Public Directorships Current •  Duke Energy (since 2018) Former •  C.R. Bard (2015-2017)        MARY ELLEN COE INDEPENDENT AGE: 52 DIRECTOR SINCE: 2019 COMMITTEES:     Audit EXPERIENCE CAREER HIGHLIGHTS Ms. Coe has a deep understanding of the digital landscape, as well as global strategy and operations, due to her experience as a senior leader at Alphabet (formerly Google Inc.). She also has extensive consumer marketing and sales expertise from her leadership position at McKinsey and other global marketing consulting firms. Alphabet Inc. (formerly Google Inc.)  •      President, Global Customer Solutions (2017-present)  •      Vice President, Go-to-Market Operations and Strategy (2012-2017)   OTHER PUBLIC DIRECTORSHIPS CURRENT None  FORMER •      Whole Foods Market, Inc. (2016-2017)      PAMELA J. CRAIG Merck & Co., Inc. 2022 Proxy Statement INDEPENDENT     AGE: 62 DIRECTOR SINCE: 2015 COMMITTEES:     Audit (Chair)  Governance EXPERIENCE CAREER HIGHLIGHTS Ms. Craig has extensive finance, management, operational, technology and international business expertise, including her history of accomplishment and executive ability as Chief Financial Officer of Accenture plc. In addition, her directorships at other public companies, including her service as the Chair of the Audit Committee at Akamai Technologies, Inc., provide her with valuable experience on governance issues facing public companies. Accenture plc, global management consulting, technology services and outsourcing company  •       Chief Financial Officer (2006-2013)  •       Senior Vice President, Finance (2004-2006)  •       Group Director, Business Operations and Services (2003-2004)  •       Managing Partner, Global Business Operations (2001-2003) OTHER PUBLIC DIRECTORSHIPS CURRENT •       Akamai Technologies, Inc. (since 2011)  •       Progressive Insurance (since 2018)  FORMER •       VMware, Inc. (2013-2015)  •       Wal-Mart Stores, Inc. (2013-2017)  Proposal 1   Election of Directors   35   MERCK & CO., INC. 2019 PROXY STATEMENT   Back to Contents   PROPOSAL 1 ELECTION OF DIRECTORS 33Kenneth C. Frazier Management Age: 67 Director Since: 2011 Experience Mr. Frazier has broad managerial and operational expertise and deep institutional knowledge, as well as a track record of achievement, integrity and sound judgment demonstrated prior to, and during, his long tenure with Merck. In addition, his role as the Chair of the Board Affairs Committee of Exxon Mobil Corporation has provided him with important experience on governance issues facing public companies. Career Highlights Merck & Co., Inc. •  Executive Chairman (2011-present) •  Chief Executive Officer (2011-2021 •  President (2010-2021) •  Executive Vice President and President, Global Human Health (2007-2010) •  Executive Vice President and General Counsel (2006-2007) •  Senior Vice President and General Counsel (1999-2006) Other Public Directorships Current •  Exxon Mobil Corporation (since 2009) Former •  None Thomas H. Glocer Independent Lead Director Age: 62 Director Since: 2007 Committees: Compensation and Management Development Governance (Chair) Experience Mr. Glocer has extensive management, operational, technology and international business expertise, including his history of accomplishment and executive ability as CEO and a Director of Thomson Reuters Corporation. In addition, his directorships at other public companies, including his service as Lead Director and as a member of the Operations and Technology Committee at Morgan Stanley, provide him with valuable experience on governance issues facing public companies. Career Highlights Angelic Ventures LP, a family office investing in early-stage technology and data companies •  Founder and Managing Partner (2012-present) Thomson Reuters Corporation, multi-national media and information firm •  Chief Executive Officer (2008-2011) •  Chief Executive Officer, Reuters Group PLC (2001-2008) Other Public Directorships Current •  Morgan Stanley (since 2013) •  Publicis Groupe (since 2016) Former •  None        KENNETH C. FRAZIER MANAGEMENT AGE: 64 DIRECTOR SINCE: 2011 EXPERIENCE CAREER HIGHLIGHTS Mr. Frazier has broad managerial and operational expertise and deep institutional knowledge, as well as a track record of achievement, integrity and sound judgment demonstrated prior to, and during his long tenure with Merck. In addition, his role as the Chair of the Board Affairs Committee of Exxon Mobil Corporation has provided him with important experience on governance issues facing public companies. Merck & Co., Inc. •      Chairman and Chief Executive Officer (2011-present)  •      President (2010-present)  •      Executive Vice President and President, Global Human Health (2007-2010)  •      Executive Vice President and General Counsel (2006-2007)  •      Senior Vice President and General Counsel (1999-2006)       OTHER PUBLIC DIRECTORSHIPS CURRENT •      Exxon Mobil Corporation (since 2009)  FORMER None      Merck & Co., Inc. 2022 Proxy Statement THOMAS H. GLOCER INDEPENDENT 36   Proposal 1    Election of Directors     AGE: 59 DIRECTOR SINCE: 2007 COMMITTEES:    Compensation and Benefits (Chair)  Governance EXPERIENCE CAREER HIGHLIGHTS Risa J. Lavizzo-Mourey, M.D. Independent Age: 67 Director Since: 2020 Committees: Compensation and Management Development Research Experience Dr. Lavizzo-Mourey has extensive health policy experience, serving as Robert Wood Johnson Foundation Professor Emerita of Health Equity and Health Policy and formerly as President and Chief Executive Officer of Robert Wood Johnson Foundation, the nation’s largest healthcare-focused philanthropic organization. Her role at Robert Wood Johnson Foundation provided her with deep management, strategic, human capital and talent development expertise. In addition, her directorships at other public companies, including her service as Chair of the Governance Committee at GE and her previous service as Chair of the Compensation and Management Development Committee at Hess Corporation, provide her with extensive experience on corporate governance matters. Dr. Lavizzo-Mourey was elected to the National Academy of Medicine, American Academy of Arts and Sciences and The American Philosophical Society. Career Highlights University of Pennsylvania •  Penn Integrates Knowledge Professor of Health Equity and Health Policy (2018-2021) Robert Wood Johnson Foundation •  President Emerita (2017-present) •  President and Chief Executive Officer (2003-2017) •  Senior Vice President and Director (2001-2002) Other Public Directorships Current •  General Electric Company (since 2017) •  Intel Corporation (since 2018) •  Better Therapeutics (since 2021) Former •  Hess Corporation (2004-2020)            Mr. Glocer has extensive management, operational, technology and international business expertise, including his history of accomplishment and executive ability as CEO and a Director of Thomson Reuters Corporation. In addition, his directorships at other public companies, including his service as Lead Director and as a member of the Operations and Technology Committee at Morgan Stanley, provide him with valuable experience on governance issues facing public companies. Angelic Ventures LP, a family office investing in early-stage technology and data companies  •      Founder and Managing Partner (2012-present) Thomson Reuters Corporation,  multi-national media and information firm  •      Chief Executive Officer (2008-2011)  •      Chief Executive Officer, Reuters Group PLC (2001-2008)   Stephen L. Mayo, Ph.D. Independent Age: 60 Director Since: 2021 Committees: Audit Research   OTHER PUBLIC DIRECTORSHIPS CURRENT Experience Dr. Mayo has extensive scientific experience relevant to the biopharmaceutical industry, including being the Bren Professor of Biology and Chemistry, Merkin Institute Professor and former Chair of the Division of Biology and Biological Engineering at the California Institute of Technology (“Caltech”) and co-founder of Xencor, a public antibody engineering company. In addition, in his role as the former Vice Provost at Caltech, Dr. Mayo oversaw Caltech’s technology licensing program. Elected to the National Academy of Sciences in 2004 for his pioneering contributions in the field of protein design, Dr. Mayo has also served as a presidential appointee on the National Science Foundation’s National Science Board and as an elected board member for the American Association for the Advancement of Science. Dr. Mayo also serves as a member of the board of directors of Sarepta Therapeutics, Inc. Career Highlights California Institute of Technology •  Merkin Institute Professor (2021-present) •  Bren Professor of Biology and Chemistry (2007–present) •  Chair, Division of Biology and Biological Engineering (2010–2020) •  Vice Provost for Research (2007–2010) Howard Hughes Medical Institute, non-profit medical research organization •  Investigator (1994–2007) Other Public Directorships Current •  Sarepta Therapeutics (since 2021) Former •   Morgan Stanley (since 2013)  •      Publicis Groupe (since 2016)  FORMER None   Merck & Co., Inc. 2022 Proxy Statement Proposal 1   Election of Directors   37   MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents      34 Paul B. Rothman, M.D. Independent Age: 64 Director Since: 2015 Committees: Audit Research (Chair) PROPOSAL 1 ELECTION OF DIRECTORS Experience Dr. Rothman has extensive expertise in patient care, science and medicine relevant to the pharmaceutical industry, including through his positions as the CEO of Johns Hopkins Medicine and the Dean of Medical Faculty and Vice President for Medicine, The Johns Hopkins University, and his past experience as Dean and Head of Internal Medicine at Carver College of Medicine at the University of Iowa. In addition, his vast operational and management experience of a large-scale medical organization provide him with a deep understanding of the complexities of the U.S. healthcare delivery system and policy environment. Career Highlights Johns Hopkins University •  Dean of the Medical Faculty and Vice President for Medicine (2012-present) Johns Hopkins Medicine •  Chief Executive Officer (2012-present) Carver College of Medicine at the University of Iowa •  Dean (2008-2012) •  Head of Internal Medicine (2004-2008) Other Public Directorships Current •  None Former •  None     ROCHELLE B. LAZARUS INDEPENDENT        AGE: 71 DIRECTOR SINCE: 2004 COMMITTEES:    Compensation and Benefits Governance EXPERIENCE CAREER HIGHLIGHTS Ms. Lazarus has extensive expertise in management, including talent management, marketing, and communications, as well as a track record of achievement and sound judgment, as demonstrated by her history as Chairman and CEO of Ogilvy & Mather. Through her role as Trustee of New York Presbyterian Hospital, she has also gained experience in overseeing the management of medical providers, a key stakeholder group of the Company. In addition, her strong background in reputation management and consumer insight provides the Board with valuable insight into the Company’s branding strategy. She also has extensive experience as a director of charitable and civic organizations. Ogilvy & Mather, global advertising and marketing communication company  •      Chairman Emeritus (2012-present)  •      Chairman, Ogilvy & Mather Worldwide (2008-2012)  •      Chairman and Chief Executive Officer (1996-2008)   Patricia F. Russo Independent Age: 69 Director Since: 1995(1) Committees: Compensation and Management Development (Chair) Governance Experience Ms. Russo has extensive management, operational, international business and financial expertise, as well as a broad understanding of the technology industry, which includes her career achievements during her tenure as CEO and Director of Alcatel-Lucent and Lucent Technologies Inc. In addition, her directorships at other public companies, including her roles as the Non-executive Chairman of Hewlett Packard Enterprise Company and the Independent Lead Director and Chair of the Governance and Corporate Responsibility Committee of General Motors, provide her with deep experience on governance issues facing large public companies. Career Highlights Hewlett Packard Enterprise Company, technology company •  Non-executive Chairman (2015-present) Alcatel-Lucent, global telecommunications equipment company •  Chief Executive Officer and Director (2006-2008) •  Chairman, Lucent Technologies Inc. (2003-2006) •  President and Chief Executive Officer, Lucent Technologies Inc. (2002-2006) Other Public Directorships Current •  General Motors Company (since 2009). Independent Lead Director (2010-2014; 2021-present) •  Hewlett Packard Enterprise Company (since 2015), Non-executive Chairman (2015) •  KKR Management Inc. (the managing partner of KKR & Co., L.P.) (since 2011) Former •  Arconic, Inc. (2016-2018) formerly Alcoa, Inc. (2008-2016) (1) Ms. Russo was on the Board of Directors of Schering-Plough Corporation from 1995 until 2009 when the Company became Merck & Co., Inc. Merck & Co., Inc. 2022 Proxy Statement 38   Proposal 1    Election of Directors Christine E. Seidman, M.D. Independent Age: 69 Director Since: 2020 Committees: Audit Research    OTHER PUBLIC DIRECTORSHIPS CURRENT •      The Blackstone Group L.P. (since 2013)  FORMER •      General Electric (2000-2018)         PAUL B. ROTHMAN, M.D. INDEPENDENT Experience     AGE: 61 DIRECTOR SINCE: 2015 COMMITTEES:     Audit     Research EXPERIENCE CAREER HIGHLIGHTS Dr. Rothman has extensive expertise in patient care, science and medicine relevant to the pharmaceutical industry, including his positions as the CEO of Johns Hopkins Medicine and the Dean of Medical Faculty and Vice President for Medicine, The Johns Hopkins University, and his past experience as Dean and Head of Internal Medicine at Carver College of Medicine at the University of Iowa. In addition, his vast operational and management experience of a large-scale medical organization provide him with a deep understanding of the complexities of the U.S. healthcare delivery system and policy environment. Johns Hopkins University •      Dean of the Medical Faculty and Vice President for Medicine (2012-present)  Johns Hopkins Medicine •      Chief Executive Officer (2012-present)  Carver College of Medicine at the University of Iowa •      Dean (2008-2012)  •      Head of Internal Medicine (2004-2008)  Dr. Seidman has extensive scientific experience relevant to the biopharmaceutical industry, including being the Thomas W. Smith Professor of Medicine and Genetics at Harvard Medical School and the director of the Cardiovascular Genetics Center. In addition, her role leading the Seidman Laboratory, a research laboratory that focuses on integrating clinical medicine and molecular technologies to define disease-causing gene mutations and genetic variations that increase disease risk, provides Dr. Seidman with managerial experience relevant to scientific research. The recipient of many honors, Dr. Seidman was elected to the American Society for Clinical Investigation, the National Academy of Sciences, American Academy of Arts and Sciences and the National Academy of Medicine. Awards •  The Ray C. Fish Award for Scientific Achievement (2020) •  American Heart Association Medal for Genomic and Precision Medicine (2019) •  Vanderbilt Prize in Biomedical Sciences (2019) OTHER PUBLIC DIRECTORSHIPS Career Highlights Harvard Medical School/Brigham and Women’s Hospital (Harvard University) •  Thomas W. Smith Professor of Medicine and Genetics (2005-present) •  Professor of Genetics and Medicine (1998-2005) •  Professor of Medicine (1997-1998) Howard Hughes Medical Institute, non-profit medical research organization •  Investigator (1994-present) Brigham and Women’s Hospital •  Director, Cardiovascular Genetics Center (1992-present) •  Attending Physician, Cardiovascular Division (1987-present) Other Public Directorships Current •  None Former •  None CURRENT None  FORMER None  Inge G. Thulin Independent Age: 68 Director Since: 2018 Committees: Compensation and Management Development Governance Experience Mr. Thulin has extensive management, operational, technology and international business expertise, as demonstrated by a track record of success leading 3M Company. Mr. Thulin possesses broad industry experience drawn from 3M’s diverse businesses, commitment to research and strong life sciences division. He also brings valuable insight into driving innovation, based on his experience with new product development and manufacturing. In addition, his previous directorships at other public companies provide him with deep experience on governance issues facing large public companies. Career Highlights 3M Company, global technology company •  Executive Chairman (2018-2019) •  Chairman, President and Chief Executive Officer (2012-2018) •  President and Chief Executive Officer (2012) •  Executive Vice President and Chief Operating Officer (2011-2012) •  Executive Vice President, International Operations (2004-2011) Other Public Directorships Current •  None Former •  3M Company (2012-2019) •  Chevron Corporation (2015-2019) Merck & Co., Inc. 2022 Proxy Statement Proposal 1   Election of Directors   39   MERCK & CO., INC. 2019 PROXY STATEMENT   Back to Contents   PROPOSAL 1 ELECTION OF DIRECTORSKathy J. Warden Independent 35 Age: 50 Director Since: 2020 Committees: Audit Governance Experience Ms. Warden has broad experience in operational leadership at Northrop Grumman Corporation, an innovative company using science, technology and engineering to create and deliver products and services. Ms. Warden has extensive expertise in strategy, performance and business development in government and commercial markets, as well as cybersecurity expertise. Prior to joining Northrop Grumman, Ms. Warden held leadership roles at General Dynamics and General Electric. In addition, Ms. Warden is a member of the Board of Visitors of James Madison University and a former chair of the board of the Richmond Federal Reserve Bank. Career Highlights Northrop Grumman Corporation, global security company •  Chairman, Chief Executive Officer and President (2019-present) •  President and Chief Operating Officer (2018) •  Corporate Vice President and President, Mission System Sector (2016-2017) •  Corporate Vice President and President, Information Systems Sector (2013-2015) •  Vice President, Cyber Intelligence Division (2011-2012) Other Public Directorships Current •  Northrop Grumman Corporation (since 2018) Former •  None        PATRICIA F. RUSSO INDEPENDENT      AGE: 66 DIRECTOR SINCE: 1995(1) COMMITTEES:    Compensation and Benefits Governance EXPERIENCE CAREER HIGHLIGHTS Ms. Russo has extensive management, operational, international business and financial expertise, broad understanding of the technology industry, which includes her career achievements during her tenure as CEO and Director of Alcatel-Lucent and Lucent Technologies Inc. In addition, her directorships at other public companies, including her roles as the Non-executive Chairman of Hewlett Packard Enterprise Company and Chair of the Governance and Corporate Responsibility Committee of General Motors, provide her with deep experience on governance issues facing large public companies. Hewlett Packard Enterprise Company, technology company  •      Non-executive Chairman (2015-present)  Alcatel-Lucent, global telecommunications equipment company  •      Chief Executive Officer and Director (2006-2008)  •      Chairman, Lucent Technologies Inc. (2003-2006)  •      President and Chief Executive Officer, Lucent Technologies Inc. (2002-2006)    Peter C. Wendell Independent Age: 71 Director Since: 2003 Committees: Compensation and Management Development Research Experience Mr. Wendell has extensive management, financial and venture capital expertise as demonstrated by his position as a Managing Director of Sierra Ventures, his service as a board member and Senior Advisor at WestBridge Capital, his status as a Lecturer in strategic management at the Stanford University Graduate School of Business for over 20 years, and his former Chairmanship of the Princeton University endowment. OTHER PUBLIC DIRECTORSHIPS CURRENT •      General Motors Company (since 2009)  •      Hewlett Packard Enterprise Company (since 2015), Non-executive Chairman (2015)  •      KKR Management Inc. (the managing partner of KKR & Co., L.P.) (since 2011)  FORMER •      Hewlett-Packard Company (2011-2015)  •      Arconic, Inc. (2016-2018) formerly Alcoa, Inc. (2008-2016)  (1)  Ms. Russo was on the Board of Directors of Schering-Plough Corporation from 1995 until 2009 when the Company became Merck & Co., Inc. INGE G. THULIN INDEPENDENT   AGE: 65 Career Highlights DIRECTOR SINCE: 2018  COMMITTEES:    Compensation and Benefits Governance EXPERIENCE CAREER HIGHLIGHTS Mr. Thulin has extensive management, operational, technology and international business expertise, as demonstrated by a track record of success leading 3M Company. Mr. Thulin possesses broad industry experience drawn from 3M’s diverse businesses, commitment to research, and strong life sciences division. He also brings valuable insight into driving innovation, based on his experience with new product development and manufacturing. 3M Company, global technology company  •      Executive Chairman (2018-present)  •      Chairman, President and Chief Executive Officer (2012-2018)  •      President and Chief Executive Officer (2012)  •      Executive Vice President and Chief Operating Officer (2011-2012)  •      Executive Vice President, International Operations (2004-2011)  OTHER PUBLIC DIRECTORSHIPS CURRENT •      3M Company (since 2012)  •      Chevron Corporation (since 2015)  FORMER None     Sierra Ventures, technology-oriented venture capital firm MERCK & CO., INC. 2019 PROXY STATEMENT•  Managing Director (1982-present) Stanford University •  Faculty, Stanford University Graduate School of Business (1991-present)   Back to ContentsOther Public Directorships   36 PROPOSAL 1 ELECTION OF DIRECTORS Current •  None Former •  None        WENDELL P. WEEKS INDEPENDENT AGE: 59 DIRECTOR SINCE: 2004 COMMITTEES:     Research EXPERIENCE CAREER HIGHLIGHTS Mr. Weeks has extensive management, commercial, operational, and financial expertise, as well as a track record of success evidenced by his history at Corning Incorporated. Mr. Weeks possesses broad experience based on Corning’s diverse businesses and a demonstrated ability to manage effectively through market volatility. Mr. Weeks also has unique insight into managing innovation and supply chain complexities based on Corning’s global operations. In addition, Mr. Weeks’ experience as a member of the Board of Amazon.com, Inc. provides him with an important perspective on potential future disruption in the healthcare marketplace and expertise in digital technology strategy. Corning Incorporated, glass and materials science innovator for the optical communications, mobile consumer electronics, display, automotive, and life sciences industries  •      Chairman, Chief Executive Officer and President (2010-present)  •      Chairman and Chief Executive Officer (2007-2010)  •      President and Chief Executive Officer (2005-2007)  •      President and Chief Operating Officer (2002-2005)    OTHER PUBLIC DIRECTORSHIPS CURRENT •      Amazon.com, Inc. (since 2016)  •      Corning Incorporated (since 2000)  FORMER None    Merck & Co., Inc. 2022 Proxy Statement PETER C. WENDELL INDEPENDENT 40   AGE: 68 DIRECTOR SINCE: 2003 COMMITTEES:    Compensation and Benefits     Research EXPERIENCE CAREER HIGHLIGHTS Mr. Wendell has extensive management, financial and venture capital expertise as demonstrated by his positions as a Managing Director of Sierra Ventures, his status as a Lecturer in strategic management at the Stanford University Graduate School of Business for over 20 years, and his former Chairmanship of the Princeton University endowment. Sierra Ventures, technology-oriented venture capital firm  •      Managing Director (1982-present)  Stanford University •      Faculty, Stanford University Graduate School of Business (1991-present)  OTHER PUBLIC DIRECTORSHIPS CURRENT None  FORMER None  MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents DIRECTOR COMPENSATION 37        DIRECTOR COMPENSATION Director Compensation Our non-employee Directors receive cash compensation, as well as cash-settled equity compensation in the form of deferred stock units, for their Board service. During 2021, non-employee Directors were compensated for their Board service as shown in the chart below. 2021 Schedule of Director Fees   Our non-employee Directors receive cash compensation, as well as cash settled equity compensation in the form of deferred stock units, for their Board service. During 2018, non-employee Directors were compensated for their Board service as shown in the chart below.Compensation Element(1) 2018 SCHEDULE OF DIRECTOR FEES Compensation Element(1) Director Compensation Program Annual Retainer $  115,000, which may be deferred, at the Director’s election Annual Mandatory Deferral $  185,000 credit to Director’s Merck common stock account under the Plan for Deferred Payment of Directors’ Compensation Committee Chair Retainer $  30,000 for the Audit Committee(2) $  20,000 for the Governance Committee(3) $  20,000 for the Compensation and Benefits Committee $  20,000 for the Research Committee Audit Committee Member Retainer $  10,000(2) Lead Director Retainer $  30,000(3) (1) All annual retainers are paid in quarterly installments. (2) The Audit Committee Chair retainer includes the Audit Committee Member retainer fee in the amount of $10,000. (3) The independent Lead Director is the Chairperson of the Governance Committee as prescribed by the committee charter. As a result of the combined responsibility, the Lead Director retainer totals $50,000 in the aggregate. DIRECTORS’ DEFERRAL PLAN Annual Retainer $ 120,000 Under the Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation (“Directors’ Deferral Plan”), each Director may elect to defer all or a portion of cash compensation from retainers. Any amount so deferred is, at the Director’s election, valued as if invested in investment measures offered under the Merck U.S. Savings Plan, including our common stock, and is payable in cash in installments or as a lump sum beginning with the year after service as a Director ceases. Annual Mandatory Deferral In addition to the annual retainer, each Director will receive a deferred stock unit — that is, a$ 200,000 credit to the Director’s Merck common stock account under the Plan for Deferred Payment of Directors’ Compensation Committee Chair Retainer $ 30,000 for the Audit Committee(2) $ 20,000 for the Governance Committee(3) $ 20,000 for the Compensation and Management Development Committee $ 20,000 for the Research Committee Audit Committee Member Retainer $ 10,000(2) Lead Director Retainer $ 40,000(3) (1) All compensation is annual. Retainers are paid in quarterly installments and may be voluntarily deferred at the Director’s election. (2) The Audit Committee Chair retainer includes the Audit Committee Member retainer fee in the amount of $10,000. (3) The Lead Director is the Chair of the Governance Committee as prescribed by the Governance Committee charter. As a result of the combined responsibility, the Lead Director retainer totals $60,000 in the aggregate. Directors’ Deferral Plan Annual Retainer Under the Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation (“Directors’ Deferral Plan”), each Director may elect to defer all or a portion of cash compensation from retainers. Any amount so deferred is, at the Director’s election, valued as if invested in investment measures offered under the Merck U.S. Savings Plan, including our common stock, and is payable in cash installments or as a lump sum generally no sooner than one year after service as a Director ceases. Annual Mandatory Deferral In addition to the annual retainer, upon election (or re-election) at the Annual Meeting of Shareholders, each Director receives a credit, which for 2021, was valued at $200,000 in the form of phantom shares denominated in Merck common stock to the Director’s account under the Directors’ Deferral Plan. Directors who join the Board after the Annual Meeting of Shareholders are credited with a pro-rata portion. All distributions from the Directors’ deferred account are payable in cash installments or as a lump sum and are generally made no sooner than one year after service as a Director ceases. Expenses and Matching Gift Program We reimburse all Directors for travel and other necessary business expenses incurred in the performance of their services for us. We also extend coverage to Directors under our travel accident and directors’ and officers’ indemnity insurance policies. Directors are also eligible to participate in the Merck Foundation Matching Gift Program. The maximum gift total for an active Director participating in the matching gift program is $30,000 in any calendar year. Director Stock Ownership Guidelines Upon joining the Board, each Director must own at least one share of Merck common stock. Directors must attain a target Merck common stock ownership level having a value equal to five times the annual cash retainer within five years of joining the Board, or as soon thereafter as practicable. Deferred stock units held in the Merck common stock account under the Directors’ Deferral Plan are counted toward the target goal. Any Director may request that the Governance Committee consider whether the target ownership level is appropriate in view of such Director’s personal circumstances. As of December 31, 2021, all Directors serving at least three years have either met or exceeded these stock ownership requirements. Dr. Seidman and Ms. Warden joined the Board effective March 16, 2020, Dr. Lavizzo-Mourey joined the Board effective May 26, 2020 and Dr. Mayo joined the Board effective March 15, 2021. Each of these Directors is making progress toward meeting the stock ownership guidelines. Merck & Co., Inc. 2022 Proxy Statement Director Compensation   2021 Director Compensation   41 2021 Director Compensation The table below summarizes the annual compensation for our non-employee Directors for the fiscal year ended December 31, 2021. Mr. Davis and Mr. Frazier are the only Directors who are officers and employees of the Company, and they do not receive any additional compensation for their Board service.        Director Compensation for Fiscal Year Ended December 31, 2021   Name      Fees Earned or Paid in Cash ($)        All Other Compensation ($)(3)        Total ($)   Leslie A. Brun(1)        $120,815          $200,000        $ 320,815   Thomas R. Cech, Ph.D.(1)        62,500          30,751          93,251   Mary Ellen Coe        130,000          200,000          330,000   Pamela J. Craig        150,000          225,000          375,000   Thomas H. Glocer        150,000          200,000          350,000   Risa J. Lavizzo-Mourey, M.D.        120,000          204,500          324,500   Stephen L. Mayo, Ph.D.(2)        103,441          209,140 (4)         312,581   Paul B. Rothman, M.D.        141,667          230,000          371,667   Patricia F. Russo        125,000          200,000          325,000   Christine E. Seidman, M.D.        130,000          225,000          355,000   Inge G. Thulin        120,000          200,000          320,000   Kathy J. Warden        130,000          200,000          330,000   Peter C. Wendell        120,000          230,000          350,000   (1) Mr. Brun retired from the Board effective August 19, 2021. Dr. Cech retired from the Board effective as of the 2021 Annual Meeting of Shareholders. (2) Dr. Mayo was elected to the Board effective March 15, 2021. (3) Represents credits in the form of cash-settled deferred stock units (phantom shares) of Merck common stock to the Directors’ Deferral Plan. Dr. Cech did not receive a credit to the Directors’ Deferral Plan — with a value of $185,000 annually upon election (or re-election)because he retired from the Board at the 2021 Annual Meeting of Shareholders. Directors who join the Board after that date are credited with a pro-rata portion. All distributions from the Directors’ deferred account are settled in cash. EXPENSES AND MATCHING GIFT PROGRAM We reimburse all Directors for travel and other necessary business expenses incurred in the performance of their services for us, and extend coverage to them under our travel accident and directors’ and officers’ indemnity insurance policies. Directors are also eligible to participate in the Merck Foundation Matching Gift Program. The maximum gift total for an active Director participant in the matching gift program is $30,000 in any calendar year. DIRECTOR STOCK OWNERSHIP GUIDELINES Upon joining the Board, each Director must own at least one share of Merck common stock. Directors must attain a target Merck common stock ownership level having a value equal to five times the annual cash retainer within five years of joining the Board, or as soon thereafter as practicable. Deferred stock units held in the Merck common stock account under the Directors’ Deferral Plan are counted toward the target goal. Any Director may request that the Governance Committee consider whether the target ownership level is appropriate in view of such Director’s personal circumstances. As of December 31, 2018, all Directors serving at least five years have either met or exceeded these stock ownership requirements. Mr. Thulin joined the Board effective March 1, 2018 and Ms. Coe joined the Board effective March 18, 2019. These two Directors are making progress toward meeting the stock ownership guidelines. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 38 DIRECTOR COMPENSATION   2018 DIRECTOR COMPENSATION The table below summarizes the annual compensation for our non-employee Directors for the fiscal year ended December 31, 2018. Mr. Frazier is the only Director who is an officer and employee of the Company, and he does not receive any additional compensation for his Board service.     Director Compensation for Fiscal Year Ended December 31, 2018       Name(1)   Fees Earned or Paid in Cash ($)   Option Awards ($)(5)   All Other Compensation ($)(6)     Total ($) Leslie A. Brun   $175,000     —   $185,000   $360,000 Thomas R. Cech     130,000     —     217,776     347,776 Pamela J. Craig     145,000     —     210,000     355,000 Thomas H. Glocer     135,000     —     185,000     320,000 Rochelle B. Lazarus     115,000     —     245,000     360,000 John H. Noseworthy     115,000     —     185,000     300,000 Carlos E. Represas(2)     47,917     —     —     47,917 Paul B. Rothman     125,000     —     230,000     355,000 Patricia F. Russo     115,000     —     215,000     330,000 Craig B. Thompson(3)     101,250     —     185,000     286,250 Inge G. Thulin(4)     95,833     —     199,167 (7)    295,000 Wendell P. Weeks     115,000     —     245,000     360,000 Peter C. Wendell     115,000     —     245,000     360,000 (1) Ms. Coe was elected to the Board effective March 18, 2019 and is not included in this table. (2) Mr. Represas retired from the Board effective May 22, 2018. (3) Dr. Thompson retired from the Board effective October 2, 2018. (4) Mr. Thulin was elected to the Board effective March 1, 2018. (5) No grants have been made under the 2010 Non-Employee Directors Stock Option Plan since 2011, though the Board has the right to further amend the Plan. Stock options previously issued to Directors under the 2010 Non-Employee Directors Stock Option Plan and any predecessor plans became exercisable in substantially equal installments on the first, second and third anniversaries of the grant date. All stock options previously issued to Directors are fully vested and exercisable. All options expire on the day before the tenth anniversary of their grant. The exercise price of the options is the closing price of our common stock on the grant date as quoted on the New York Stock Exchange. On December 31, 2018, the number of option awards outstanding for each Director who served during 2018 were: Director Name Outstanding Option Awards at 12/31/18 L.A. Brun 10,000 T.R. Cech 0 P.J. Craig 0 T.H. Glocer 10,000 R.B. Lazarus 0 J.H. Noseworthy 0 C.E. Represas 0 P.B. Rothman 0 MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents DIRECTOR COMPENSATION 39 Director Name Outstanding Option Awards at 12/31/18 P.F. Russo 0 C.B. Thompson 5,000 I.G. Thulin 0 W.P. Weeks 10,000 P.C. Wendell 0 (6) Represents Company credits (in the form of deferred stock units) to the Directors’ Deferral Plan. Mr. Represas did not receive a Company credit to the Directors’ Deferral Plan because he retired from the Board at the 2018 Annual Meeting of Shareholders, which occurred prior to the award date. Figures also include charitable contributions made by the Merck Foundation under its matching gift program on behalf of the following Directors: Director Name Matched Charitable Contribution ($) T.R. Cech $32,776 Director Name    Matched Charitable Contribution ($)   Cech*    $ 30,751   Craig      25,000   Lavizzo-Mourey      4,500   Rothman      30,000   Seidman      25,000   Wendell      30,000   *$900 of Dr. Cech’s $30,751 matched charitable contribution was requested in 2020, but not paid until 2021. (4) During 2021, Dr. Mayo received a prorated portion of the 2020 credit under the Directors’ Deferral Plan when he joined the Board on March 15, 2021, as well as the full 2021 portion. P.J. Craig 25,000 Changes to Non-Employee Director Compensation Program effective 2022 The Governance Committee reviews the Company’s non-employee Director compensation program on a biennial basis. In 2021, the Governance Committee conducted such a review in consultation with FW Cook, the C&MD Committee’s independent compensation consultant. The review included FW Cook’s analysis of both compensation levels and program design compared to Merck’s peer groups that are used for executive compensation competitive benchmarking—a U.S. pharmaceutical peer group and a supplemental peer group comprised of the Dow Jones Industrial Average companies, excluding financial services companies (as described on page 47). Based on this review and the recommendation of FW Cook, the Governance Committee submitted its findings to the full Board in November 2021 and recommended that the full Board approve changes to the non-employee Director compensation program to address anticipated market trends and increased rates prior to the Governance Committee’s biennial Director compensation program review in 2023. Based on the results of FW Cook’s analysis and the Governance Committee’s recommendation, the Board approved the following changes to the non-employee Director compensation program effective January 1, 2022: ∎ Increased annual mandatory deferral credit from $200,000 to $220,000. R.B. Lazarus 60,000 P.B. Rothman 45,000 P.F. Russo 30,000 W.P. Weeks 60,000 P.C. Wendell 60,000 The matching contribution amounts shown above include 2017 and 2018 contributions that were paid in calendar year 2018. The above increase represents a 6% increase in total non-employee Director compensation. The Governance Committee will continue to conduct, on a biennial basis, a competitive assessment of our non-employee Director compensation program with the goal of maintaining it at or near the median of our external peer groups.   Merck & Co., Inc. 2022 Proxy Statement (7) During 2018, Mr. Thulin received a prorated portion of the 2017 credit when he joined the Board on March 1, 2018, as well as the full 2018 portion at the 2018 Annual Meeting. MERCK & CO., INC.2019 PROXY STATEMENT   Back to Contents PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 40 We are pleased to provide our shareholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our Named Executive Officers (“NEOs”) as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables, beginning on page 42. As described in the Compensation Discussion and Analysis, our executive compensation programs are principally designed to reward executives based on the achievement of Company and individual performance objectives which, as a whole, are intended to drive sustainable long-term value creation for shareholders and reflect and maintain our position as an industry leader in the development of innovative medicines. The compensation of our NEOs is also designed to enable us to attract, engage, and retain talented, high-performing and experienced executives in a competitive market. In order to align executive pay with operational performance and the creation of long-term shareholder value, a significant portion of compensation paid to our NEOs is allocated to annual cash and long-term equity incentives, which are directly linked to Company and/or stock price performance. For 2018, 90% and approximately 81%, respectively, of the CEO’s and other NEOs’ annual target total direct compensation was variable based on our operating performance and/or our stock price. The NEOs received above-target payouts of 126% under our 2018 Executive Incentive Plan due to over-achievement against our financial and research-based objectives. Our 2016 PSU program measured performance over a cumulative three-year period using equal components of relative-TSR and Operating Cash Flow. The overall payout for this plan for the three-year performance period ending December 31, 2018 was 126%, reflecting achievement of 115% of Operating Cash Flow targets and relative-TSR results of 137% versus our Peer Group. In addition, management and the C&B Committee of the Board of Directors continually review the compensation programs for the NEOs to ensure they achieve the desired goals of reinforcing alignment of officer incentives with the interests of shareholders and linking compensation to performance as measured by operational results. As a result, we have adopted the policies and practices described on page 45 to further align pay with operational performance and increases in long-term shareholder value while minimizing excessive risk-taking. We are asking shareholders to indicate their support for the NEO compensation as described in this proxy statement. Accordingly, the following resolution will be submitted for approval by shareholders at the 2019 Annual Meeting: “Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion described in pages 42 to 74 of this proxy statement, is hereby APPROVED on an advisory basis.” The shareholder vote on this resolution will not be binding on management or the Board of Directors and will not be construed as overruling any decision by management or the Board. However, the Board of Directors and the C&B Committee value the opinions of our shareholders as expressed through their votes and other communications. In 2018, shareholders continued their support of our executive compensation programs with 95% of the votes cast for approval of a similar proposal. We will continue to give careful consideration to the outcome of the advisory vote on executive compensation and to the opinions of our shareholders when making compensation decisions. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 41     At our 2017 Annual Meeting of Shareholders, our shareholders voted in support of annual advisory votes on future executive compensation proposals. The Board of Directors has adopted a practice providing for annual say-on-pay advisory votes. The Board expects that the next say-on-pay vote will occur in 2020. 42      Proposal 2 Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers We are pleased to provide our shareholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our Named Executive Officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables, beginning on page 43. As described in the CD&A, our executive compensation programs are principally designed to reward executives based on the achievement of Company and individual performance objectives which, as a whole, are intended to drive sustainable long-term value creation for shareholders and reflect and maintain our position as an industry leader in the development of innovative medicines. The compensation of our NEOs is also designed to enable us to attract, engage and retain talented, high-performing and experienced executives in a competitive market. In order to align executive pay with operational performance and the creation of long-term shareholder value, a significant portion of compensation paid to our NEOs is allocated to annual cash incentives and long-term equity incentives, which are both directly linked to Company and/or stock price performance. For 2021, approximately 90% and 83%, respectively, of the CEO’s and other NEOs’ annual target total direct compensation was variable based on our operating performance and/or our stock price. In addition, management and the C&MD Committee continually review the compensation programs for the NEOs to ensure they achieve the desired goals of reinforcing alignment of officer incentives with the interests of shareholders and linking compensation to performance as measured by operational results. As a result, we have adopted the policies and practices described on page 46 to further align pay with operational performance and increases in long-term shareholder value while minimizing incentives that could lead to excessive risk-taking. We are asking shareholders to indicate their support for the NEO compensation as described in this proxy statement. Accordingly, the following resolution will be submitted for approval by shareholders at the 2022 Annual Meeting: “Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion described in pages 43-81 of this proxy statement, is hereby APPROVED on an advisory basis.” The shareholder vote on this resolution will not be binding on management, the C&MD Committee or the Board and will not be construed as overruling any decision by management, the C&MD Committee or the Board. However, the Board and the C&MD Committee value the opinions of our shareholders as expressed through their votes and other communications. In 2021, shareholders continued their support of our executive compensation programs with approximately 91% of the votes cast for approval of a similar proposal. We will continue to give careful consideration to the outcome of the advisory vote on executive compensation and to the opinions of our shareholders when making compensation decisions. At our 2017 Annual Meeting, our shareholders voted in support of annual advisory votes on future executive compensation proposals. The Board has adopted a practice providing for annual say-on-pay advisory votes. The Board expects that the next say-on-pay vote will occur in 2023. FOR The Board of Directors recommends that shareholders vote FOR the resolution to approve, on an advisory basis, the compensation of our named executive officers. Named Executive Officers.   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents COMPENSATION DISCUSSION AND ANALYSIS Merck & Co., Inc. 2022 Proxy Statement 42   SIGNIFICANT ACHIEVEMENTS IN 2018      Generated meaningful growth in sales and earnings    43 Compensation Discussion and Analysis     Cemented leadership in immuno-oncology Advanced pipeline of innovative therapies Invested for future growth behind R&D pipeline and in manufacturing capacity Executed value-enhancing business development transactions Delivered robust capital returns to shareholders through increased dividend and share repurchases This CD&A describes the material elements of compensation for our 2021 Named Executive Officers. Named Executive Officers Robert M. Davis Chief Executive Officer, President and Former Chief Financial Officer   Kenneth C. Frazier   CONTENTSExecutive Chairman and Former Chief Executive Officer COMPENSATION DISCUSSION AND ANALYSIS Executive Summary 43 Executive Compensation Program Objectives and Strategy 44 Say-on-Pay 45 Compensation Policies and Practices 45 Peer Groups 46 Detailed Discussion and Analysis 47 The Elements of 2018 Compensation 49 Compensation Risk Assessment 56 Compensation and Benefits Committee Report 56     Kenneth C. Frazier Chairman, President and Chief Executive Officer   Robert M. Davis Executive Vice President, Global Services, and Chief Financial Officer   Roger M. Perlmutter, M.D., Ph.D. Executive Vice President and President, Merck Research Laboratories   Adam H. Schechter* Former Executive Vice President and President, Global Human Health   Jennifer L. Zachary Executive Vice President and General Counsel Caroline Litchfield   * Mr. Schechter served as Executive Vice President and President, Global Human Health until December 31, 2018. MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY 43Chief Financial Officer   EXECUTIVE SUMMARYFrank Clyburn   2018 was a momentous year in which Merck shifted fundamental treatment and prevention paradigms. The continued growth of our oncology franchise exceeded expectations with KEYTRUDA capturing greater market share based on strong patient outcomes across many tumor types. Our investigational vaccine for Ebola became the backbone of global public health authority efforts to contain outbreaks of this life-threatening disease and our GARDASIL patient base expanded significantly with the FDA approval for GARDASIL 9 in males and females ages 27–45 and the commercial launch in China. Animal Health sales increased 9% driven primarily by sales growth in the Bravecto product line and companion animal vaccines. The acquisition of Antelliq, a leader in digital animal identification, traceability and monitoring solutions will augment our already broad and fast-growing animal health portfolio by adding market-leading digital products providing further growth opportunities. Our full-year results reflect our success in focusing on our growth drivers — oncology, vaccines, select hospital and specialty care and animal health with top and bottom line results exceeding expectations. In the context of our Scorecard, which is used to determine payouts for our annual cash incentives, including theFormer Executive Incentive Plan (“EIP”), revenue slightly exceeded target despite the loss of exclusivity of several products, heightened competition and increasing pricing pressure. Pre-tax income exceeded target by 3% as a result of our ongoing discipline in managing Sales, General and Administrative (“SG&A”) costs. Our performance in 2018 demonstrates our progress in establishing ourselves as the premier, research-intensive, biopharmaceutical company with sustainable revenue growth driven by a strong R&D pipeline. In the context of our Scorecard, we significantly outperformed against our Pipeline objectives as a result of over-achievement in the number of approval, filing and global development milestones. We continue to invest meaningfully in R&D, allocating capital and resources toward the discovery and development of our most promising assets and in pursuit of acquisitions and collaborations. One notable example is our strategic partnership with Eisai for Lenvima which received approval in the U.S., China and Europe for the first-line treatment of patients with unresectable liver cancer and its second breakthrough therapy designation when used in combination with KEYTRUDA. In September, the Board made the decision to eliminate the Mandatory CEO Retirement Policy, facilitating Mr. Frazier’s continued leadership as Chairman,Vice President and Chief Executive Officer. As a result of the elimination of the Mandatory CEO Retirement Policy, Mr. Frazier lost a pension benefit from his tenure prior to becoming CEO. To restore the loss of the benefit, the Board approved a $2.5 million credit to Mr. Frazier’s deferred compensation account. The credit will be forfeited if his employment ends before January 2020 (unless due to his earlier death or disability). As we enter 2019 under his leadership, we are well-positioned for growth and value creation and optimistic about our ability to address unmet medical needs, deliver innovation that will matter to the patients we serve and return capital to our shareholders. TOP AND BOTTOM LINE GROWTH 5%  Revenue Growth despite the negative impact of $1.2B in loss of exclusivity 7%  Increase in Non-GAAP pre-tax income from 2017 to 2018 $9.8B GAAP investment in R&D in 2018President, Human Health   SHAREHOLDER VALUE CREATIONRichard R. DeLuca, Jr. Executive Vice President and President, Merck Animal Health Dean Li, M.D., Ph. D. Executive Vice President and President, Merck Research Laboratories Table of Contents Executive Summary     44 Executive Compensation Program Objectives and Strategy 45 Our Industry Environment 45 Market Competitive Pay and Pay-for-Performance 45 Variable Compensation is Critical to Achieve Our Objectives 45 Say-on-Pay Advisory Vote 46 Compensation Policies and Practices 46 Peer Groups 47 Merck’s Primary Peer Group 47 Merck’s Supplemental Peer Group 47 Detailed Discussion and Analysis 48 The Elements of 2021 Compensation 51 How Our Compensation Program Works 51 Base Salary 52 Annual Cash Incentive 52 2021 Merck Company Scorecard 53 Named Executive Officer 2021 Annual Incentive Payments 54 Long-Term Equity Incentives 54 Retention Actions 58 Other Employee Benefits 58 2022 Compensation Actions 59 Other Compensation Practices 60 Compensation Risk Assessment 61 Compensation and Management Development Committee Report 61 Merck & Co., Inc. 2022 Proxy Statement 44   Compensation Discussion and Analysis    Executive Summary Executive Summary 2021 was a year of significant achievement and meaningful progress for Merck in the face of what has continued to be a challenging environment for individuals, healthcare systems, and economies around the world. We remained committed to protecting the health and safety of our employees, sustaining the supply of our medicines and vaccines, employing our scientific capabilities in the global fight against COVID-19 and progressing our pipeline. We achieved strong operational performance, accelerated our broad pipeline, completed the spin-off of Organon, and completed key strategic business development transactions. Despite challenges from the ongoing pandemic, our teams performed with agility and executed with excellence. Our efforts and underlying business strength enabled us to deliver 17% sales growth (16% excluding the impact of currency exchange). As a result, we exceeded our Revenue and Pre-Tax Income targets for our 2021 Scorecard. Commercially, we executed extremely well across all our key performance drivers, including KEYTRUDA, GARDASIL / GARDASIL 9, and Animal Health. KEYTRUDA grew 18% (ex-exchange) to over $17 billion, reflecting continued robust global demand. In the U.S., KEYTRUDA continued to demonstrate durable momentum across all key tumors, and benefited from the recent launches in triple-negative breast cancer (neoadjuvant/adjuvant), renal cell carcinoma (adjuvant and advanced settings), advanced cervical cancer, and advanced endometrial cancer. Outside the U.S., KEYTRUDA growth continued to be driven by non-small cell lung cancer indications and the ongoing launches in head and neck and RCC (adjuvant and advanced settings). In addition, we continued to fortify our position in oncology with several milestones highlighting our strategy of targeting earlier-stage cancers where there is potential for improved outcomes by reducing the risk of recurrence. GARDASIL / GARDASIL 9 grew by 39% (ex-exchange) driving strong growth in our vaccines portfolio. Outside the U.S., robust growth was driven by strong underlying demand across all key geographies, particularly China. GARDASIL / GARDASIL 9 are increasingly being recognized as vaccines that can help prevent certain HPV-related cancers in both females and males. Our Animal Health business crossed the $5.5 billion revenue threshold with 16% growth (ex-exchange) and is well-positioned for continued success. We also continued to progress on our pipeline, receiving more than 30 approvals and filing more than 20 new drug applications and supplemental biologics license applications in the U.S., European Union, Japan, and China. In particular, we made meaningful advancements across our broader pipeline with approvals for new molecular entities, including VAXNEUVANCE, Verquvo and WELIREG. For molnupiravir, our investigational oral antiviral COVID-19 medicine, we have received authorizations in 10 countries, including an emergency use authorization (“EUA”) in the U.S. and a special approval for emergency use in Japan. We believe molnupiravir will be an important treatment option to combat the ongoing COVID-19 pandemic with clinical trial data showing significantly reduced hospitalization or death in adult patients at high risk of progressing to severe disease. Following the FDA’s EUA in December 2021, our dedicated teams worked diligently to deliver 1.4 million courses of therapy to the U.S., Japan, United Kingdom, and other countries. We also acted on key strategic business development opportunities to augment our pipeline, including the acquisitions of Pandion Therapeutics, Inc., a clinical-stage biotechnology company developing novel therapeutics designed to address the unmet needs of patients living with autoimmune diseases, and Acceleron Pharma Inc., a biopharmaceutical company focused on harnessing the power of the transforming growth factor (TGF)-beta superfamily of proteins, with a lead candidate, sotatercept, having the potential to provide a novel approach to treating pulmonary arterial hypertension. Lastly, 2021 marked significant changes within the Merck executive team, including the transition of Kenneth C. Frazier to Executive Chairman and Robert M. Davis to Chief Executive Officer, both effective July 1, 2021. The Board’s succession planning resulted in the election of Dean Y. Li, M.D., Ph.D. to succeed Roger M. Perlmutter, M.D., Ph.D. as Executive Vice President and President, Merck Research Laboratories, effective January 1, 2021, and Caroline Litchfield to succeed Mr. Davis as Chief Financial Officer, effective April 1, 2021. Scorecard Performance 2021(1)           Financial Performance(2)                 Target($B)     Actual($B)     Weighting%   Score%       Revenue     $52.80       $54.87       40 %      173 %      Pre-Tax Income     $19.72       $20.49       40 %      132 %        Non-Financial Performance         Pipeline                     20 %      130 %      Overall Payout                       148 %         PSU Performance (2019–2021)(1)           Peer Median     Merck     Result     Weighting     Payout          3-Year R-TSR     9.86%       5.90%       80%       50%       40%             Target($B)     Actual($B)     Result     Weighting     Payout         2-Year Cum. OCF     $28.80       $32.60       200%       25%       50%       2-Year Cum. EPS     $9.64       $10.97       200%       25%       50%       Overall Payout                       100%       140%          (1)   Excluding the impact of variances in currency exchange rates versus budget and certain other items, consistent with plan design, as discussed below; rounded. (2)  For purposes of the 2021 Company Scorecard, our internal Revenue and Pre-Tax Income goals assumed Organon remained part of Merck for all of 2021; as such, Revenue was adjusted to include Organon actual performance prior to spin date and operating plan numbers post spin date, and Pre-Tax income was similarly adjusted. Merck & Co., Inc. 2022 Proxy Statement Compensation Discussion and Analysis   Executive Compensation Program Objectives and Strategy   45 Executive Compensation Program Objectives and Strategy Our Industry Environment The pharmaceutical industry is science-focused and requires experimentation to foster innovation. Ultimately, our work has an enormous impact on global health and well-being. Because of the inherent complexity and dynamic science of human and animal health, even with flawless execution, we risk failure. In addition: The costs associated with innovation are increasing while relative return is decreasing due to ongoing pricing pressure. The number of products available to treat or prevent a particular disease or condition typically increases over time, which can limit the commercial potential of key products. It generally takes 10 to 15 years to discover, develop, and bring a new product to market. Market Competitive Pay and Pay-for-Performance We strive to balance the need to deliver market-competitive pay within a framework that provides the appropriate mix of fixed and variable, at-risk compensation to attract, retain, and motivate talent and align with our pay-for-performance objectives. Our executive compensation program is designed to…       Support our efforts to attract and retain the brightest and most innovative minds in business, research, and academia.       Align the interests of our executives with the interests of our shareholders to ensure prudent actions that will benefit long-term value.       Reward our executives based on the achievement of sustained financial and operational performance and demonstrated leadership.       Support a shared, one-company mindset of performance and accountability to deliver on business objectives. Variable Compensation is Critical to Achieve Our Objectives Annual Cash Incentive The Company Scorecard (described in more detail on page 53) focuses on our most critical business drivers — Revenue, Pre-Tax Income, and Pipeline accomplishments — and is used to determine the payout for our annual incentive for all employees, including our NEOs under the Executive Incentive Plan. Our Scorecard performance for 2021 resulted in above-target achievement of 148%. Long-Term Incentive The long-term incentive program, consisting of a mix of PSUs and stock options, provides our NEOs with the opportunity to own Merck stock, directly linking a substantial portion of their compensation to the returns realized by our shareholders. The 2019 PSU program (described in more detail on page 57) paid out at 140% based on achievement of cumulative two-year OCF, cumulative two-year EPS and three-year R-TSR metrics during the performance period, weighted at 25%, 25% and 50%, respectively. As previously disclosed, cumulative two-year OCF and EPS metrics were used due to the complexities associated with disentangling our Organon business from a multi-year financial plan. Organon was successfully spun off in June 2021. Merck & Co., Inc. 2022 Proxy Statement 46   Compensation Discussion and Analysis    Compensation Policies and Practices Say-on-Pay Advisory Vote In 2021, shareholders continued their support for our executive compensation programs with approximately 91% of the votes cast in favor of the say-on-pay proposal. Consistent with the Company’s strong interest in shareholder engagement and our pay-for-performance approach, the C&MD Committee continues to evaluate our executive compensation program to ensure alignment between the respective interests of our executives and shareholders. The C&MD Committee did not make significant changes to our executive compensation program in 2021 as a direct result of the most recent say-on-pay vote. We ask that our shareholders approve, on an advisory basis, the compensation of our NEOs as further described in Proposal 2 on page 42. Compensation Policies and Practices Our executive compensation and corporate governance programs are designed to closely link pay with operational performance and increases in long-term shareholder value while minimizing incentives that could lead to excessive risk-taking. To help us accomplish these important objectives, we have adopted the following policies and practices over time: We do…         We do not…   Utilize a total shareholder return metric in the PSU program to align the payout with long-term stock performance and shareholder experience   Allow Directors and management employees, including officers, to engage in transactions involving short sales, publicly traded options, hedging or pledging of Company stock   Grant time-vested RSUs to NEOs as part of the annual LTI program   Grant stock options with an exercise price less than fair market value   Re-price underwater stock options without shareholder approval   Pay tax gross-ups on any payments made in connection with a change in control event   Provide dividend equivalents only on earned Restricted Stock Units (“RSUs”) and PSUs   Monitor LTI program share utilization regularly relative to both industry standards and versus our pharmaceutical and supplemental peer groups   Conduct competitive benchmarking to ensure executive officer compensation is aligned to market   Offer limited perquisites that are supported by business interests   Include caps on annual cash incentive and PSU program payouts   Retain an independent compensation consultant that reports directly to the C&MD Committee Maintain robust stock ownership requirements and share retention policies   Maintain an incentive recoupment (i.e., clawback) policy, which was expanded in 2021 to include misconduct that affects the Company’s overall goodwill or reputation   Conduct assessments to identify and mitigate risk in our compensation programs   Require double-trigger vesting of equity in the event of a change in control (i.e., there must be both a change in control and an involuntary termination)   Avoid employment agreements           Merck & Co., Inc. 2022 Proxy Statement $14.3B Capital Returned to Shareholders (dividends and share repurchases) 15% increase to quarterly dividend beginning in January 2019 TOTAL SHAREHOLDER RETURN     Year-end 2018 1-YEAR 40.0% 3-YEAR 16.6% 5-YEAR 12.3% TOP QUARTILE ABOVE MEDIAN   MERCK & CO., INC.Compensation Discussion and Analysis  2019 PROXY STATEMENT Peer Groups     47 Back to Contents 44 COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND STRATEGY Peer Groups Merck’s Primary Peer Group Individual executive officer compensation levels and opportunities are compared to a peer group of large multinational pharmaceutical companies approved by the C&MD Committee that participate in a pharmaceutical industry compensation survey conducted by Willis Towers Watson, an independent consulting firm. In setting compensation levels for 2021, the C&MD Committee reviewed the survey results for the following peer companies that Merck competes with to attract talented, high-performing executives. The C&MD Committee occasionally reviews information related to the companies in the primary peer group that are headquartered in the U.S. because practices outside the U.S. can differ geographically. Primary Peer Group Companies       AbbVie EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND STRATEGYAmgen AstraZeneca Bristol-Myers Squibb Eli Lilly GlaxoSmithKline Johnson & Johnson Novartis Pfizer Roche Holding AG Sanofi   OUR INDUSTRY ENVIRONMENT The pharmaceutical industry is science-focused and requires experimentation to foster innovation. Ultimately, the work we do has an enormous impact on global health and well-being. BecauseAll numbers as of the inherent complexity and dynamic science of human and animal health, even with flawless execution we risk failure.12/31/2021   Our customers are struggling with the unsustainable economics of healthcare The costs associated with innovation are increasing while relative return is decreasing due to ongoing pricing pressure The competition density against key products limits their commercial life, putting additional pressure on our pipeline It takes 10 to 15 years to discover, develop, and bring a new product to market   OUR COMPENSATION PROGRAM MUST ADDRESS THE INDUSTRY ENVIRONMENT WE OPERATE WITHIN, BE MARKET-COMPETITIVE AND PAY-FOR-PERFORMANCE We strive to balance the need to deliver market-competitive pay within a framework that provides the appropriate mix of fixed and variable, at-risk compensation to attract, retain and motivate talent and align with our pay-for-performance objectives. Our program must… Support our efforts to attract and retain the brightest and most innovative minds in business, research and academia. Align the interests of our executives with the interests of our shareholders to ensure prudent actions that will benefit long-term value. Reward our executives based on the achievement of sustained financial and operating performance and demonstrated leadership. Support a shared, one-company mindset of performance and accountability to deliver on business objectives. VARIABLE COMPENSATION IS A CRITICAL COMPONENT OF OUR PAY-FOR-PERFORMANCE OBJECTIVES Annual Cash Incentive The Company Scorecard (described in more detail on page 50) focuses on our most critical business drivers — revenue, pre-tax income and pipeline — and is used to determine the payout for our annual incentive for all employees, including our NEOs under the EIP. Our Scorecard performance for 2018 resulted in above-target achievement of 126%. Long-Term Incentive (LTI) The long-term incentive program provides our NEOs with the opportunity to own Merck stock, directly linking a substantial portion of their compensation to the long-term performance of our stock. For the 2016-2018 performance period (described in more detail on page 53), PSUs paid out at 126% based on cumulative, three-year Operating Cash Flow (“OCF”) and relative Total Shareholder Return (“R-TSR”) during the performance period, each weighted at 50%. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION POLICIES AND PRACTICES 45 SAY-ON-PAY ADVISORY VOTE In 2018, shareholders continued their support for our executive compensation programs with 95% of the votes cast for approval of the say-on-pay proposal. Consistent with the Company’s strong interest in shareholder engagement and our pay-for-performance approach, the C&B Committee has continued to examine our executive compensation program to ensure alignment between the respective interests of our executives and shareholders. No significant changes were made to our executive compensation program in 2018 as a result of the say-on-pay vote. We ask that our shareholders approve, on an advisory basis, the compensation of our named executive officers as further described in Proposal 2 on page 40.   COMPENSATION POLICIES AND PRACTICES Our executive compensation and corporate governance programs are designed to closely link pay with operational performance and increases in long-term shareholder value while minimizing excessive risk-taking. To help us accomplish these important objectives, we have adopted the following policies and practices over time: WE DO… WE DO NOT…   Require double-trigger vesting of equity in the event of a change in control (i.e., there must be both a change in control and an involuntary termination)   Utilize a total shareholder return metric in the PSU program to align the payout with long-term stock performance and shareholder experience   Provide dividend equivalents only on earned Restricted Stock Units (RSUs) or PSUs   Monitor LTI program share utilization regularly relative to both industry standards and versus our pharmaceutical and supplemental peer groups   Conduct competitive benchmarking to ensure executive officer compensation is aligned to market   Offer limited perquisites that are supported by business interests   Include caps on annual cash incentive and PSU program payouts   Retain an independent compensation consultant that reports directly to the C&B Committee   Maintain robust stock ownership requirements and share retention policies   Maintain an incentive recoupment (i.e. clawback) policy   Conduct assessments to identify and mitigate risk in our compensation programs   Avoid employment agreements    Allow Directors and management employees including officers to engage in transactions involving short sales, publicly traded options, hedging or pledging of Company stock   Grant time-vested RSUs to NEOs as part of the annual LTI program   Grant stock options with an exercise price less than fair market value   Re-price underwater stock options without shareholder approval   Pay tax gross-ups in the event of a change in control          MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents In 2021, the C&MD Committee approved the addition of Gilead Sciences, Inc. to our primary peer group, effective January 1, 2022. 46 COMPENSATION DISCUSSION AND ANALYSIS PEER GROUPS MERCK’S PRIMARY PEER GROUP Individual executive officer compensation levels and opportunities are compared to a Peer Group of large multinational pharmaceutical companies that participate in a pharmaceutical industry compensation survey. The survey is conducted by Willis Towers Watson, an independent consulting firm. In setting compensation levels for 2018, the C&B Committee reviewed the survey results, which consisted of the following Peer companies with which Merck competes to attract talented, high-performing executives:   MERCK’S SUPPLEMENTAL PEER GROUP In addition to the pharmaceutical Peer Group described above, we also use aMerck’s Supplemental Peer Group In addition to the pharmaceutical peer group described above, we also use a supplemental peer group consisting of the companies that comprise the Dow Jones Industrial Average (excluding the financial services companies) as a secondary reference for CEO compensation and for other compensation-related practices (for example, share usage and dilution, change in control policy design, and stock ownership and retention guidelines). Merck is a member of the Dow Jones Industrial Average, and we believe this group provides insight into practices among companies of similar scale and complexity that operate across a variety of industries, providing us with a broader view of market pay, policies, and practices. Supplemental Peer Group Companies(1)          3M Amgen Apple Boeing Caterpillar Chevron Cisco Coca-Cola Dow Home Depot Honeywell IBM Intel Johnson & Johnson McDonald’s Microsoft Nike Procter & Gamble salesforce.com UnitedHealth Group Verizon Visa Walgreens Walmart Walt Disney (1)   Reflects Dow Jones Industrial Average companies (excluding the financial services companies) as a secondary referenceof the beginning of 2021. All numbers as of 12/31/2021 Our overarching strategy is to position our executives’ target TDC at the median, on average, with variability by individual executive based on scope and complexity of role, market availability of proven talent, experience, leadership, sustained performance over time, potential for advancement as part of succession planning, and other unique factors that may exist from time to time. This median target compensation philosophy ensures that actual realized compensation varies above or below market levels based on attainment of longer-term goals and changes in shareholder value, and overall costs and share dilution are reasonable and sustainable relative to market practices. Merck & Co., Inc. 2022 Proxy Statement 48   Compensation Discussion and Analysis    Detailed Discussion and Analysis Detailed Discussion and Analysis Further information regarding our 2021 Named Executive Officers and the material elements of their compensation is described below. Compensation Decisions for CEO compensation2021 Robert M. Davis Chief Executive Officer, President and for other compensation-related practices (for example, share usageFormer Chief Financial Officer(1) •  Increased base salary by $385,392 •  Increased annual incentive target percentage by 45% points(2) •  Increased LTI target by $6,750,000(3) •  Changes resulted in increased target TDC of 131% to reflect promotions that occurred in 2021 Age: 55 Tenure*: 8 Years (1)   Mr. Davis was promoted from Executive Vice President, Global Services and dilution, change in control policy designChief Financial Officer (“CFO”) to President, effective April 1, 2021, and share ownershipbecame Chief Executive Officer and retention guidelines). Merck is a member of the Dow Jones Industrial Average and we believe this group provides insight into practices among companiesBoard, effective July 1, 2021. (2)  Mr. Davis’ 2021 annual incentive target increased from 105% of similar scale and complexity.salary as CFO to 150% as CEO. In 2021, Mr. Davis’ actual annual incentive award was prorated for the portion of the year as CEO, effective July 2021.   Our overarching strategy is(3)  Mr. Davis’ 2021 LTI target increased from $4,000,000 as CFO to position our executives’ target total direct compensation (base salary, target cash incentive and target long-term equity incentive)$10,750,000 as CEO. In 2021, Mr. Davis’ actual LTI award was $9,200,000, which reflects 3 months at the 50th percentile, on average, with variability by individual executive based on scope of responsibility, market availability of proven talent,2021 CFO rate and 9 months at the critical need to retain the executive, sustained performance over time, potential for advancement as part of key succession planning processes, and other unique factors that may exist from time to time. This median target compensation philosophy ensures that actual realized compensation varies above or below market levels based on attainment of longer-term goals and changes in shareholder value, and that overall costs and share dilution are reasonable and sustainable relative to market practices. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents COMPENSATION DISCUSSION AND ANALYSIS DETAILED DISCUSSION AND ANALYSIS 47 DETAILED DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis or “CD&A” describes the material elements of compensation for our 2018 Named Executive Officers, who are listed below. KENNETH C. FRAZIER CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER   AGE: 64 TENURE: 26.9 YEARS COMPENSATION DECISIONS FOR 2018 •  Increased base salary by 2.2% •  Increased LTI target by $500,000 •  Maintained annual incentive target •  Increased Total Target Direct Compensation by 3.6% CEO rate, when Mr. Davis became President.     *  Includes $2.5M Compensation Decisions for 2021 Kenneth C. Frazier Executive Chairman and Former Chief Executive Officer(1) •  Decreased base salary by $450,000 •  Decreased annual incentive target percentage by 50% points(2) •  Decreased LTI target by $5,000,000(3) •  Changes resulted in deferred compensationdecreased target TDC of 34% to offsetreflect the losstransition of pension benefitshis role in 2021 Age: 67 Tenure*: 30 Years (1)   Mr. Frazier stepped down as President, effective April 1, 2021, and retired as Chief Executive Officer, effective June 30, 2021. After retiring as CEO, Mr. Frazier has continued as Executive Chairman of Merck for a transition period to be determined by the Board. (2)  Mr. Frazier’s 2021 annual incentive target decreased from 150% of salary as CEO to 100% as Executive Chairman. Mr. Frazier’s actual annual incentive award was prorated for the portion of the year as Executive Chairman, effective July 2021. (3)  Mr. Frazier’s 2021 LTI target decreased from $15,750,000 to $10,750,000, due to the eliminationhis transition from CEO to Executive Chairman. * Length of the Mandatory CEO Retirement Policy. For additional details, see Pension Benefits section on page 66. tenure is rounded. Merck & Co., Inc. 2022 Proxy Statement ROBERT M. DAVIS EXECUTIVE VICE PRESIDENT, GLOBAL SERVICES, AND CHIEF FINANCIAL OFFICER Compensation Discussion and Analysis    Detailed Discussion and Analysis   49   AGE: 52 TENURE: 5.0 YEARS COMPENSATION DECISIONS FOR 2018 •  Increased base salary by 2.5% •  Maintained annual and LTI targets •  Increased Total Target Direct Compensation by 0.9%   Compensation Decisions for 2021 Caroline Litchfield Executive Vice President and Chief Financial Officer(1) •  Set base salary at $900,000(2) •  Set annual incentive target at 100%(2) •  Set LTI target at $2,200,000(2) Age: 53 Tenure*: 31 Years (1)   Ms. Litchfield was promoted from Senior Vice President, Treasurer to Executive Vice President and Chief Financial Officer, effective April 1, 2021. (2)  Reflects compensation as Executive Vice President and Chief Financial Officer.     MERCK & CO., INC.2019 PROXY STATEMENT      Back to Contents   48 COMPENSATION DISCUSSION AND ANALYSIS DETAILED DISCUSSION AND ANALYSIS ROGER M. PERLMUTTER, M.D., PH.D. EXECUTIVE VICE PRESIDENT AND PRESIDENT, MERCK RESEARCH LABORATORIES   AGE: 66 TENURE: 9.9 YEARS COMPENSATION DECISIONS FOR 2018 •  Increased base salary by 3% •  Maintained annual and LTI targets •  Increased Total Target Direct Compensation by 1.1% Compensation Decisions for 2021   ADAM H. SCHECHTER FORMER EXECUTIVE VICE PRESIDENT AND PRESIDENT, GLOBAL HUMAN HEALTH Frank Clyburn Former Executive Vice President and President, Human Health (1) •  Set base salary at $1,000,000(2) •  Set annual incentive target at 100%(2) •  Set LTI target at $4,300,000(2) •  Issued a $3,000,000 LTI retention award, subject to vesting conditions(3) Age: 57 Tenure*: 14 Years (1)   Mr. Clyburn was promoted from Executive Vice President and Chief Commercial Officer to Executive Vice President and President, Human Health, effective April 1, 2021. He resigned from his position, effective February 1, 2022. (2)  Reflects compensation as Executive Vice President and President, Human Health. (3)  In connection with Mr. Davis’ transition to CEO, Mr. Clyburn received a $3,000,000 LTI retention award that would have vested on May 4, 2024, subject to his continued employment. As a result of his departure in February 2022, the full amount of the retention award was forfeited, and Mr. Clyburn was not eligible for severance benefits. * Length of tenure is rounded. Merck & Co., Inc. 2022 Proxy Statement 50   Compensation Discussion and Analysis    Detailed Discussion and Analysis     AGE: 55 TENURE: 30.8 YEARS COMPENSATION DECISIONS FOR 2018 •  Increased base salary by 2.5% •  Maintained annual and LTI targets •  Increased Total Target Direct Compensation by 0.9% Compensation Decisions for 2021   JENNIFER L. ZACHARY EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL Richard R. DeLuca, Jr. Executive Vice President and President, Merck Animal Health •  Set base salary at $800,000 •  Set annual incentive target at 100% •  Set LTI target at $2,700,000 •  Issued a $2,000,000 LTI retention award, subject to vesting conditions(1) Age: 59 Tenure*: 10 Years (1)   In connection with Mr. Davis’ transition to CEO, Mr. DeLuca received a $2,000,000 LTI retention award that will vest on May 4, 2024, subject to his continued employment.     AGE: 41 TENURE: .7 YEARS COMPENSATION DECISIONS FOR 2018 •  Hired April 16, 2018 •  See page 71 for Agreement details Compensation Decisions for 2021   Dean Li, M.D., Ph.D. Executive Vice President and President, Merck Research Laboratories(1) •  Set base salary at $950,000(2) •  Set annual incentive target at 100%(2) •  Set LTI target at $3,000,000(2)     MERCK & CO., INC.Age:2019 PROXY STATEMENT 59   Tenure*: 5 Years Back (1)   Dr. Li was promoted from Senior Vice President, Discovery Sciences and Translational Medicine to ContentsExecutive Vice President and President, Merck Research Laboratories, effective January 1, 2021. (2)  Reflects compensation as Executive Vice President and President, Merck Research Laboratories.   COMPENSATION DISCUSSION AND ANALYSIS THE ELEMENTS OF 2018 COMPENSATION 49* Length of tenure is rounded. Merck & Co., Inc. 2022 Proxy Statement Compensation Discussion and Analysis   The Elements of 2021 Compensation   51 The Elements of 2021 Compensation How Our Compensation Program Works What We Reward How We Link Pay To Performance How We Pay •  Top and bottom-line performance that meets or exceeds consensus and management expectations   THE ELEMENTS OF 2018 COMPENSATION •  Pipeline accomplishments that advance our position as an industry-leading biopharmaceutical company   The C&B Committee,•  Decision-making that yields long-term value creation for shareholders •  Targeted growth strategy, consistently seeking opportunities that complement or supplement our portfolio in Oncology, Vaccines, Hospital and Animal Health •  Inclusion of key financial and non-financial metrics in our annual cash incentive plan to ensure executives are rewarded for top and bottom-line performance and pipeline advancement which leads to longer-term revenue opportunities •  Long-term incentive comprised of a mix of performance share units and stock options, linking a substantial amount of pay opportunity to long-term company performance and increased shareholder value •  Majority of total target pay opportunity is at-risk and tied to company performance and/or long-term stock value •  Overall target total pay opportunity, as well as each pay element, is assessed for competitiveness relative to primary and/or supplemental peer groups, which include the caselargest pharmaceutical peers and Dow Jones Industrial Average companies, excluding financial services •  Competitive positioning is targeted to median of Mr. Frazier, the Board of Directors (not including Mr. Frazier), determines compensation for the NEOs each yearmarket; actual positioning varies based on a variety of factors, including knowledge, skills and experience; breadth, scope and complexity of role;role, years of experience, demonstrated performance over time, and competitive positioning as compared to our pharmaceutical and supplemental peer groups as described in more detail on page 46.other factors   Additional details regarding the roles and responsibilities of the C&B Committee are provided beginning on page 21. *Rounded based on full year long-term incentive and annual incentive targets. The C&MD Committee recommends, and the independent members of the Board of Directors approve, the compensation for our CEO and Executive Chairman. The C&MD Committee reviews and approves compensation for all other NEOs each year based on a variety of factors, including scope and complexity of role, experience, sustained leadership, and performance and competitive positioning as compared to our pharmaceutical and supplemental peer groups as described in more detail on page 47. Additional details regarding the roles and responsibilities of the C&MD Committee are provided on page 15.   Merck & Co., Inc. 2022 Proxy Statement 52   BASE SALARY  Compensation Discussion and Analysis The C&B Committee must balance the need to deliver a competitive levelElements of base salary while also ensuring the appropriate mix of fixed to variable compensation for each NEO.2021 Compensation   As shown in the table, adjustments were made to base salaries in 2018. All adjustments were based on Merck’s U.S. salary increase budget for all employees, including the NEOs. Executive Officer Annual Base Salary Increase % Market Adjustment % Base Salary Effective April 2018 Kenneth C. Frazier 2.2% No Change $1,620,000 Robert M. Davis 2.5    No Change   1,050,625 Roger M. Perlmutter 3.0    No Change   1,125,084 Adam H. Schechter 2.5   No Change   1,062,182 Jennifer L. Zachary New Hire New Hire      800,000   Base Salary The C&MD Committee must balance the need to deliver a competitive level of base salary with ensuring the appropriate mix of fixed to variable compensation for each NEO.   The table shows adjustments made to base salaries in 2021 for Mr. Davis and Mr. Frazier who were NEOs in 2020. Adjustments were based on Merck’s U.S. salary increase budget for all employees.        Named Executive Officer    Annual Base Salary Increase %     Market/Promotional Adjustment %      New Base Salary     Davis(1)      3.0 %      30.7 %     $ 1,500,000     Frazier(2)      NA       -26.5        1,250,000     Litchfield      — (3)      — (3)       900,000     Clyburn      — (3)      — (3)       1,000,000     DeLuca      — (3)      — (3)       800,000     Li      — (3)      — (3)       950,000        (1)  Annual salary increase, effective March 2021; promotional adjustment effective July 2021. (2) Reduction in base salary effective July 2021. (3) Ms. Litchfield, Mr. Clyburn, Mr. DeLuca and Dr. Li were not NEOs in 2020.                        Annual Cash Incentive The NEOs participate in the Executive Incentive Plan (“EIP”).   Award amounts under the EIP are determined based upon achievement of Company performance measures as reflected by the Company Scorecard. The overall EIP award fund cannot exceed 200% of the aggregate total target incentive amount for all participants. The maximum award amount for each NEO for 2021, excluding the impact of the Scorecard, is listed in the Grants of Plan-Based Awards table on page 66.        Named Executive Officer    2020 Target Annual Incentive % of Base Salary     2021 Target Annual Incentive % of Base Salary(1)     Davis      105 %      150 %    Frazier      150       100     Litchfield      — (2)      100     Clyburn      — (2)      100     DeLuca      — (2)      100     Li      — (2)      100        (1)  Reflects annual incentive targets as of December 31, 2021. (2) Ms. Litchfield, Mr. Clyburn, Mr. DeLuca and Dr. Li were not NEOs in 2020.                                        Merck & Co., Inc. 2022 Proxy Statement   ANNUAL CASH INCENTIVECompensation Discussion and Analysis   The NEOs participate in the shareholder-approved Executive Incentive Plan.Elements of 2021 Compensation     Award amounts under the EIP are determined based upon achievement of Company performance measures as reflected by the Company Scorecard. The overall EIP award fund cannot exceed 200% of the aggregate total target incentive amount for all participants. The maximum award amount for each NEO for 2018, excluding53 2021 Merck Company Scorecard Our Company Scorecard helps translate our strategic priorities into operational terms that enable tracking and measurement of our progress and performance against annual operating goals and critically important long-term strategic drivers of sustainable value creation tied to our research and development pipeline — each of which is measured in the context of compliance, health, safety, and environmental outcomes. The Company Scorecard may be adjusted based on an evaluation of these outcomes, recognizing the importance they play in driving Merck’s values and a culture of integrity. For 2021, no adjustment was applied. Revenue and Pre-Tax Income are equally weighted at 40% each based on the C&MD Committee’s belief that they are the key financial measures of our success during the year. The Pipeline goals are collectively weighted at 20% and are designed to ensure that we are focused on internal and external early discovery opportunities, late-stage clinical development progression, and regulatory filings and approvals. The target, threshold and stretch Revenue and Pre-Tax Income goals are set in relation to the Board-approved annual operating plan and the expectations of management. Each year, the Pipeline goals are recommended by the head of Merck Research Laboratories, reviewed by the Research Committee, and approved by the C&MD Committee. Failure to achieve threshold performance on any of the metrics would result in forfeiture of the entire opportunity for that metric. If the combined results of the three metrics do not total at least 50, there would be no payout. The overall results of the Scorecard are calibrated so individuals may receive between 50% and 200% of their target award opportunity established for the annual performance period. Adjustments are applied to Revenue and Pre-Tax Income results using a consistent framework of adjustments to our reported financial results for incentive program purposes approved by the C&MD Committee to accurately reflect the operating performance of our business. For further explanation of these adjustments, please refer to Appendix B on page 99. The Scorecard results are summarized below. 2021 Company Scorecard(1) (1) Excluding the impact of the Scorecard, is listedvariances in the Grants of Plan-Based Awards table on page 61. Other than the addition of Ms. Zachary, no changes were made to EIP targets for the 2018 performance period as shown in the table. Executive Officer 2017 Target Annual Incentive % of Base Salary 2018 Target Annual Incentive % of Base Salary Kenneth C. Frazier 150% No Change Robert M. Davis 105   No Change Roger M. Perlmutter 105 No Change Adam H. Schechter 105 No Change Jennifer L. Zachary N/A 95% MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 50 COMPENSATION DISCUSSION AND ANALYSIS 2018 MERCK COMPANY SCORECARD 2018 Merck Company Scorecard Our Company Scorecard helps translate our strategic priorities into operational terms that track and measure our progress and performance against annual operating goals and critically important long-term strategic drivers of sustainable value creation tied to our research and development pipeline — all of which are measured in the context of health, safety and environmental outcomes. Revenue and Pre-Tax Income are equally weighted at 40% based on the C&B Committee’s belief that they are the key financial measures of our success during the year. The Pipeline milestones are weighted at 20% and are designed to ensure that we are focused on internal and external early discovery opportunities, late-stage clinical development progression, filings and approvals. As indicated above, the threshold and stretch revenue and pre-tax income goals are set in relation to the Board-approved annual operating plan and the expectations of management. The pipeline goals are established by the head of Merck Research Labs, and reviewed by the Research and C&B Committees of the Board each year. Failure to achieve threshold performance on any of the metrics would result in forfeiture of the entire opportunity for that metric. If the combined results of the three metrics do not total at least 50, the entire opportunity would be forfeited (i.e., there would be no payout). The overall results of the Scorecard are calibrated so individuals may receive between 50% and 200% of their target award opportunity established for the annual performance period. The Scorecard structure and results are summarized below.   *    Measured excluding foreign exchange. Revenue: For purposes of the Scorecard, reported revenue of $42.3B was adjusted to $42.6B to remove the negative impact of foreigncurrency exchange rates (vs. foreign exchange rates budgeted in the annual operating plan),versus budget and adjusted for business development transactions, exceeding our internal revenue target of $42.5B. Pre-Tax Income: For purposes of the Scorecard, reported pre-tax income of $14.5B was maintained at $14.5B after removing the negative impact of foreign exchange rates (vs. foreign exchange rates budgeted in the annual operating plan), adjusted for business development transactions, and the impact of certain other items, exceeding our internal pre-tax income target of $14.1B.consistent with plan design; rounded. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents Revenue: Merck’s revenue for 2021 was $48.70B, reflecting continuing operations. For purposes of the 2021 Company Scorecard, our internal Revenue goals assumed Organon remained part of Merck for all of 2021. As such, for purposes of determining Revenue for the 2021 Company Scorecard, this figure was adjusted to include Organon actual performance prior to spin date and operating plan numbers post spin date. This result of $54.88B was adjusted to $54.87B to exclude the impact of currency exchange rates (versus currency exchange rates budgeted in the annual operating plan) and the impact of business development transactions (consistent with plan design and past practice). We exceeded our internal Revenue target of $52.80B due to strong performance in key pillars including oncology, vaccines, and animal health, as well as the significant contribution of molnupiravir.   Merck & Co., Inc. 2022 Proxy Statement 54 COMPENSATION DISCUSSION AND ANALYSIS LONG-TERM EQUITY INCENTIVES 51 2018 Annual Incentive Payouts The table below shows the 2018 annual cash incentives paid to the NEOs. The total annual incentive amount paid to each NEO is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. NAMED EXECUTIVE OFFICER 2018 ANNUAL INCENTIVE PAYMENTS Named Executive Officer Annual Base Salary (as of 12/31/18) ($) Target Company Scorecard Result (%) Final Award ($)  Annual Incentive (%) Annual Incentive ($) K.C. Frazier  $1,620,000     150%  $2,430,000      126% $3,061,800 R.M. Davis     1,050,625 105    1,103,156      126    1,389,977 R.M. Perlmutter     1,125,084 105     1,181,338      126    1,488,486 A.H. Schechter     1,062,182 105      1,115,291      126    1,405,267 J.L. Zachary            533,333(1)    95           506,667(1)       126    638,400 (1) Ms. Zachary’s annual base salary and target annual cash incentive have been pro-rated to reflect her adjusted annual incentive opportunity for 2018 under the EIP based on her April 16, 2018 hire date.   LONG-TERM EQUITY INCENTIVES 2018 AWARD MIX  Compensation Discussion and Analysis    The Elements of 2021 Compensation Pre-Tax Income: For purposes of the 2021 Company Scorecard, our internal Pre-Tax Income goals assumed Organon remained part of Merck for all of 2021. As such, Pre-Tax Income from continuing operations was adjusted to include the impact of Organon, similar to the adjustment described above for Revenue. This result of $20.48B was adjusted to $20.49B to exclude the impact of currency exchange rates (versus currency exchange rates budgeted in the annual operating plan) and the effect of certain business development transactions (consistent with plan design and past practice). We exceeded our internal Pre-Tax income target of $19.72B due to the sales strength that was achieved coupled with our continued discipline in expense management. 2021 Annual Incentive Payouts The table below shows the 2021 annual cash incentives paid to the NEOs. The “Final Award” for each NEO is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation table. Named Executive Officer 2021 Annual Incentive Payments             Target                Named Executive Officer    Annual Base Salary (as of 12/31/21) ($)      Annual Incentive (%)     Annual Incentive ($)      Company Scorecard Result (%)     Final Award ($)   Davis(1)      $1,500,000        150 %      $1,915,274        148 %      $2,834,606   Frazier(2)      1,250,000        100       1,894,658        148       2,804,094   Litchfield(3)      900,000        100       800,137        148       1,184,203   Clyburn(3)      1,000,000        100       975,342        148       1,443,506   DeLuca      800,000        100       800,000        148       1,184,000   Li(4)      950,000        100       946,486        148       1,400,799   (1) Prorated using 105% target from January-June and 150%, effective July 1. (2) Prorated using 150% target and $1,700,000 in salary from January-June and 100% and $1,250,000 in salary, effective July 1. (3) Prorated using 100% target, effective April 1. (4) Prorated using 100% target, effective January 4. Long-Term Equity Incentives 2021 Equity Award Mix We use two long-term incentive (“LTI”) vehicles to ensure that our LTI program remains balanced, sustainable, and supportive of its objectives over a multi-year period.   Performance Share Units   PSUs link realized compensation value to the achievement of critical financial and operational objectives and align executives’ interests with those of our shareholders. The earned award varies based on results versus pre-determined performance goals, as well as long-term returns to shareholders as measured by relative stock price performance and dividend yield. Performance Share Units    PSUs link realized compensation value to the achievement of critical financial and operational objectives and align executives’ interests with those of our shareholders. The earned award varies based on results versus pre-determined performance goals, as well as long-term returns to shareholders as measured by relative stock price performance and dividend yield.      Stock Options Stock options align our executives’ interests with the interests of our shareholders because options only have financial value to the recipient if the price of our stock at the time of exercise exceeds the stock price on the date of grant. As a result, we believe stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation, which benefits all shareholders. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 52 COMPENSATION DISCUSSION AND ANALYSIS LONG-TERM EQUITY INCENTIVES Current LTI Grant Practices All grants to executive officers are approved by the C&B Committee, and in the case of Mr. Frazier, the Board of Directors (not including Mr. Frazier). Annual PSU grants (with a 3-year performance period) are generally made on the last business day in March and annual stock option grants are made on the third business day following announcement of our first quarter earnings. We may also selectively grant stock options and RSUs to executive officers on the third business day following the announcement of quarterly earnings generally as part of a new hire sign-on or for retention purposes. These dates were chosen to ensure that grants are made shortly after we have released information about our financial performance to the public. However, the C&B Committee reserves the right to change the date when grants are made, in view of its responsibility to consider all facts and circumstances to ensure that grants are consistent with our compensation philosophy and objectives. Stock options are granted at no less than fair market value on a fixed date or event, with all required approvals obtained in advance of or on the actual grant date. Fair market value is the closing price of a share of Company stock on the grant date. In certain countries, a higher grant price may be used to satisfy provisions of local applicable law. The re-pricing of stock options is not permitted under the Incentive Stock Plan (“ISP”) without prior shareholder approval. 2018 LTI Grant Values The 2018 annual LTI grant values for the CEO and other NEOs as compared to the prior year are shown in the following table. The number of shares associated with each award is set forth in the Grants of Plan-Based Awards table on page 61. Mr. Frazier’s LTI grant value was increased by the Board to recognize his sustained performance and leadership. Executive Officer Target Grant Value(1) Increase in Target Grant Value 2017 2018 Kenneth C. Frazier $12,500,000 $13,000,000 +$500,000 Robert M. Davis 3,800,000 3,800,000 0 Roger M. Perlmutter 4,000,000 4,000,000 0 Adam H. Schechter 3,800,000 3,800,000 0 Jennifer L. Zachary N/A 2,000,000 New Hire (1) Grant values shown above will be different from the values shown in the Summary Compensation and Grants of Plan-Based Awards tables based on the fair value on grant date in accordance with FASB ASC Topic 718 and SEC disclosure rules which consider factors other than share price. 2018 PSU Program At the beginning of each year, we establish three-year performance targets for the metrics under the PSU program. For awards granted through 2016, the performance metrics were OCF and relative-TSR, each weighted 50%. Beginning with awards granted in 2017, the metrics include cumulative Earnings Per Share (EPS), (25%), OCF (25%) and relative-TSR (50%). Payouts under the PSU program are formulaic; the C&B Committee does not consider individual performance or use discretion when determining final awards. EPS and OCF targets are established based on our three-year financial plan, which considers a variety of factors including management, Board and external expectations and aspirations of our long-term performance. Relative-TSR performance versus our peer group is measured at the end of the three-year period using an out- or under-performance model that compares Merck’s average annual TSR to the median TSR of our pharmaceutical peer group. Each percentage point of out- or under-performance versus the median modifies the earned award by +/-5 percentage points. In the event of under-performance by more than 10 percentage points, there will not be a payout on the relative-TSR portion of the award. In the event of out-performance, the payout on the relative-TSR portion of the award cannot exceed 200%. If relative-TSR is negative, the payout on this portion of the award cannot exceed 100%, even if our relative-TSR out-performs the median of the peer group. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents COMPENSATION DISCUSSION AND ANALYSIS LONG-TERM EQUITY INCENTIVES 53 PAYOUTS UNDER THE 2016-2018 PSU AWARD CYCLE For grants issued in 2016, 60% of each Named Executive Officer’s annual target LTI was converted to units based on the closing price of Merck stock on the date of grant. As a result, we believe stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation, which benefits all shareholders. Merck & Co., Inc. 2022 Proxy Statement Compensation Discussion and Analysis   The numberElements of units ultimately earned2021 Compensation   55 Current LTI Grant Practices All grants to executive officers are approved by the C&MD Committee and, in the case of our CEO and Executive Chairman, recommended by the C&MD Committee and approved by the independent members of the Board of Directors. Annual PSU grants (with a 3-year performance period) are generally made on the last business day in March and annual stock option grants are made on the third business day following announcement of our first quarter earnings. We may also selectively grant stock options and RSUs to executive officers on the third business day following the announcement of quarterly earnings generally as part of a new hire sign-on or for retention purposes. These dates were chosen to ensure that grants are made shortly after we have released information about our financial performance to the public. However, the C&MD Committee reserves the right to change the date when grants are made, in view of its responsibility to consider all facts and circumstances to ensure that grants are consistent with our compensation philosophy and objectives. Stock options are granted at no less than fair market value on a fixed date or date of a particular event, with all required approvals obtained in advance of or on the actual grant date. Fair market value is the closing price of a share of Company stock on the grant date. In certain countries, a higher grant price may be used to satisfy provisions of local applicable law. The re-pricing of stock options is not permitted under the Incentive Stock Plan without prior shareholder approval. 2021 LTI Grant Values The 2021 annual LTI grant values for the CEO and Executive Chairman as compared to the prior year are shown in the following table. The number of shares associated with each award is set forth in the Grants of Plan-Based Awards table on page 66. The LTI grant value for Mr. Davis was increased by the Board in consideration of his new role as President and Chief Executive Officer. The LTI value for Mr. Frazier was decreased by the Board in consideration of his transition to Executive Chairman. The other NEOs were not named executive officers in 2020.        Target Grant Value(1)        Increase in Target Grant Value   Named Executive Officer      2020        2021   Davis(2)        $4,000,000          $9,200,000          +$5,200,000   Frazier        15,750,000          10,750,000          -5,000,000   Litchfield        — (3)         2,200,000          —   Clyburn        — (3)         4,300,000          —   DeLuca        — (3)         2,700,000          —   Li        — (3)          3,000,000          —   (1) Grant values shown above will be different from the values shown in the Summary Compensation and Grants of Plan-Based Awards tables based on our performance against the pre-established OCFfair value on grant date in accordance with FASB ASC Topic 718 and SEC disclosure rules which consider factors other than share price. (2) Mr. Davis’ LTI target in 2021 increased from $4,000,000 as CFO to $10,750,000 as CEO. In 2021, Mr. Davis’ actual LTI award was $9,200,000 which reflects 3 months at the 2021 CFO rate and R-TSR9 months at the CEO rate, when Mr. Davis became President. (3) Ms. Litchfield, Mr. Clyburn, Mr. DeLuca and Dr. Li were not NEOs in 2020. PSU Program At the beginning of each year, we review the design of our PSU program to ensure that our metrics are focused on the long-term measures that are most applicable to driving value for the Company and its shareholders over a three-year performance period. Payouts under the PSU program are formulaic and, as such, the C&MD Committee does not consider individual performance or use discretion when determining final awards. Financial targets applicable to the PSUs are established based on our three-year financial plan, which considers a variety of factors including management, Board, and external expectations and aspirations of our long-term performance.R-TSR performance versus our peer group is measured at the end of the three-year period and compares Merck’s average annual TSR to the median TSR of our pharmaceutical peer group. Each percentage point of outperformance or underperformance versus the median modifies the earned award by +/-5 percentage points. In the event of underperformance by more than 10 percentage points, there will not be a payout on the R-TSR portion of the award. In the event of outperformance, the payout Merck & Co., Inc. 2022 Proxy Statement 56   Compensation Discussion and Analysis    The Elements of 2021 Compensation   on the R-TSR portion of the award cannot exceed 200%. If R-TSR is negative, the payout on this portion of the award cannot exceed 100%, even if our R-TSR outperforms the median of the peer group. The 2019 PSU program ended at the end of 2021 and the payout is described on the following page. Beginning in 2020, we removed the OCF metric and increased the weighting of EPS to streamline our program design, focusing on a single earnings metric. Additionally, due to the complexities associated with disentangling our Organon business from a multi-year financial plan, we adjusted the design for the 2019, 2020, and 2021 programs as further described below. Our Organon business was successfully spun off in June 2021. With having completed the spin-off in 2021 as planned, we will revert to a three-year cumulative EPS and R-TSR design in 2022, with 50% tied to EPS and 50% tied to R-TSR. ForProgram Performance Period         Original Program Design Program Design as a result of the 2016-2018 award cycle,Organon Spin-off 2019-2021 25% 3-Year EPS 25% 3-Year OCF 50% 3-Year R-TSR 25% 2-Year (2019 and 2020) EPS 25% 2-Year (2019 and 2020) OCF 50% 3-Year R-TSR 2020-20221 50% 3-Year EPS 50% 3-Year R-TSR 33% 1-Year (2020) EPS 67% 3-Year R-TSR 2021-20231 50% 3-Year EPS 50% 3-Year R-TSR 33% 1-Year (2021) EPS 67% 3-Year R-TSR (1) Alternative design was established on grant date and part of original grant terms. Merck & Co., Inc. 2022 Proxy Statement Compensation Discussion and Analysis   The Elements of 2021 Compensation   57 Payouts Under the 2019–2021 PSU Program Performance Period For grants issued in 2019, 70% of each NEO’s annual target LTI was converted to PSUs based on the closing price of Merck stock on the date of grant. The number of PSUs ultimately earned is based on our performance against the pre-established EPS and OCF targets and R-TSR performance. As a result of the spin-off of Organon, the original number of PSUs granted were adjusted to preserve the same intrinsic value as was in place immediately prior to the adjustments. For the 2019-2021 performance period, as a result of the Organon spin-off, two-year (2019-2020) cumulative EPS and OCF metrics were each weighted at 25%, and three-year R-TSR versus our pharmaceutical peer group was weighted at 50%. If the Organon spin-off did not occur, three-year cumulative EPS and OFC metrics would have been used. The outcome of the combined performance resulted in an actual payout of 140% as illustrated in the tables below. The 140% payout was based on our strong EPS and OCF performance (both at 200%) during the performance period due to the momentum in key growth areas of the business that delivered above-plan after-tax non-GAAP net income. While exceeding our operational metrics, we underperformed the median TSR of our pharmaceutical peer group by 4 percentage points, which decreased the payout by 5% for each percentage point of underperformance, resulting in an R-TSR payout of 80%. (1) The performance against three-year cumulativeperiods for EPS and OCF were adjusted to two years as a result of the Organon spin. Excluding the impact of variances in currency exchange rates versus budget and certain other items, consistent with plan design; rounded. (2) R-TSR versus our as reported by Bloomberg and calculated using the average closing price of Merck and pharmaceutical peer group each weighted at 50%, resulted in an actual payoutcompany common stock for December 2018 and December 2021, assuming reinvestment of 126% as illustrated individends, including the tables below.special dividend of Organon shares; rounded. (3) The 126% payout was based on our strong OCF performance (115%) dueRounded to above plan After-Tax Net Income, partially offset by higher than planned working capital driven by strategic inventory build and extended payment terms for KEYTRUDA. As discussed in Appendix B on page 102, OCF was adjusted to remove the impact of business development, tax, accounting changes, and actual foreign exchange rates vs. plan rates. We outperformed the median TSR of our Peer Group by 7.3%, which increased the payout by +5% for each percentage point of outperformance, resulting in an R-TSR payout of 137%.nearest whole percentage. Merck & Co., Inc. 2022 Proxy Statement 58     Compensation Discussion and Analysis    The Elements of 2021 Compensation (1) Rounded. (2) R-TSR as reported by Bloomberg and calculated using the average closing price of Merck and Peer company common stock for December 2015 and December 2018, assuming reinvestment of dividends. Named Executive Officer PSU Distribution Based on the final payout of 140%, the NEOs received the following number of shares of Merck common stock, including dividends accrued during the performance period and paid in shares: Named Executive Officer      Pre-Spin Target Award (# of shares)        Adjusted Post-Spin Target Award(1) (# of shares)        Final Award(2) (# of shares)   Davis        33,666          34,699          53,457   Frazier        126,247          130,120          200,456   Litchfield        2,886          2,975          4,584   Clyburn        15,150          15,615          24,056   DeLuca        16,833          17,349          26,728   Li        2,886          2,975          4,584   (1) As a result of the spin-off of Organon, the original number of PSUs granted in 2019 were adjusted to preserve the same intrinsic value as was in place immediately prior to the adjustments. (2) Includes accrued dividends distributed in shares following final award determination. Additional information regarding the payouts under the 2019-2021 PSU performance period is provided in the Option Exercises and Stock Vested table on page 71. To accurately reflect the operating performance of our business, the C&MD Committee approved a consistent framework of adjustments to our reported financial results for incentive program purposes. For further explanation of these adjustments and our GAAP versus Non-GAAP results, please refer to Appendices A and B on pages 97 and 99, respectively. Retention Actions In connection with Merck’s 2021 CEO transition, the C&MD Committee approved retention LTI grants for Mr. Clyburn ($3,000,000) and Mr. DeLuca ($2,000,000). Under their leadership, the Human Health and Animal Health businesses delivered strong results in 2020, despite the impact of the COVID-19 pandemic, in what continues to be a highly competitive and challenging marketplace. These two retention grants were intended to ensure Mr. Clyburn and Mr. DeLuca remained focused on leading their respective businesses during and following the CEO transition. The LTI grants were issued on May 4, 2021 in the form of 100% RSUs, vesting in their entirety at the end of a three-year period, subject to their continued employment. As a result of Mr. Clyburn’s resignation, effective February 1, 2022, he forfeited the full value of his retention LTI grant.        Retention LTI Grant   Named Executive Officer      RSU Retention Grant Value        Grant Date        Vest Date   Clyburn      $ 3,000,000          May 4, 2021          Forfeited   DeLuca        2,000,000          May 4, 2021          May 4, 2024   Other Employee Benefits Similar to Merck’s other salaried, U.S.-based employees, the NEOs participate in a variety of retirement, health and welfare, and paid time-off benefits designed to enable us to attract and retain our workforce in a highly competitive market. Pension and savings plans help employees save and prepare financially for retirement. Health and welfare and paid time-off benefits help ensure that we have a healthy, productive, and focused workforce. Additionally, senior management employees, including the NEOs, are provided a limited number of other benefits, which the C&MD Committee believes are reasonable, appropriate, and consistent with our executive compensation philosophy. These benefits, which are described in more detail below, are reflected in the “All Other Compensation” column of the Summary Compensation table. Financial and tax planning. Executives receive a $10,000 cash allowance each December to encourage consultation with knowledgeable financial and tax planning experts who can help them understand the compensation and benefits programs in which they participate. Merck & Co., Inc. 2022 Proxy Statement   Named Executive Officer PSU DistributionCompensation Discussion and Analysis   Based on the final payoutThe Elements of 126%, the NEOs received the following number of shares of Merck common stock including dividends accrued and paid in shares:2021 Compensation     Named Executive Officer Target Award (# of shares) Final Award (# of shares) K.C. Frazier 136,080 183,684 R.M. Davis 41,958 56,636 R.M. Perlmutter 45,360 61,229 A.H. Schechter 43,092 58,167 J.L. Zachary N/A N/A 59 MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 54 COMPENSATION DISCUSSION AND ANALYSIS OTHER EMPLOYEE BENEFITS   Personal use of Company aircraft. Our global security organization regularly evaluates the travel risk for our CEO. As a result of these assessments and based on our security team’s recommendation, our Board of Directors has determined that our CEO must use Company-provided aircraft for all business and personal travel. In addition, this requirement continued for Mr. Frazier following his transition to Executive Chairman, as a result of our security team’s recommendation. Personal use of Company aircraft by other executives requires CEO approval and is only permitted under exceptional circumstances. Other than our CEO and Executive Chairman, there was no reported usage for any other NEO. Personal use of Company car and driver. Our CEO and Executive Chairman are provided with a car and driver to ensure their individual safety and security. Personal use of a car and driver is also provided to a select number of other executives, primarily for commutation purposes, allowing them to devote additional time to critical Company business. Residential security systems. Reimbursement for the installation, maintenance and remote access of residential security systems is provided to select executives, when deemed necessary by our internal global security team. Executives are responsible for paying monthly security monitoring fees, which are not reimbursable. 2022 Compensation Actions As part of our annual compensation review, the C&MD Committee reviewed and approved target TDC opportunities for our executive officers, including our NEOs. The Board of Directors (excluding Mr. Davis and Mr. Frazier) reviewed and approved Mr. Davis’ and Mr. Frazier’s target TDC. Mr. Davis’ target TDC for 2022 increased by 7.7% based on a review of his competitive positioning relative to the primary pharmaceutical and supplemental (Dow) peer groups. Consistent with our compensation strategy that supports a pay-for-performance culture, the Board intends to increase Mr. Davis’ target TDC over time to achieve a more competitive position relative to these peer groups, assuming continued strong business performance and leadership. As part of Mr. Davis’ target TDC increase, annual base salary increased by 3%, there was no change in target annual incentive percent, and target LTI was increased by $1,000,000 to $11,750,000. Mr. Frazier’s 2022 target TDC was reduced by 43.4%, recognizing his reduced responsibilities as Executive Chairman for 2022 and consistent with market practice for CEOs transitioning to Executive Chairmen. No change was made to Mr. Frazier’s annual base salary or target annual incentive percent. Mr. Frazier’s target LTI grant was reduced by $5,750,000 to $5,000,000. In addition, while there is no definitive timing for Mr. Frazier’s retirement as Executive Chairman, the Board determined that his continued service as Executive Chairman would be for a transition period and, as such, intends to provide Mr. Frazier’s LTI grant in the form of RSU awards that vest one year from the date of the grant. Similar to Mr. Frazier’s 2019-2021 grants, the 2022 RSU awards will be subject to continued compliance with non-compete and non-solicit requirements. To better align their compensation with the overall market, Ms. Litchfield’s, Mr. DeLuca’s and Dr. Li’s target TDC increased by 17.5%, 9.3% and 23.5%, respectively. This included market adjustments to their annual base salaries and increases in their annual LTI grants. Given Mr. Clyburn’s departure, he did not receive an increase to his annual base salary or an LTI grant. The following table summarizes adjustments made to CEO, Executive Chairman, and other NEO compensation for 2022. Named Executive Officer(1)    Target Total Direct Compensation Increase %     Annual Base Salary Increase%     Target Annual Incentive % of Base Salary      Target LTI Grant Value Increase $   Davis      +7.7 %      +3.0 %      No change        +$1,000,000 (2)  Frazier      -43.4       No change       No change        -5,750,000   Litchfield      +17.5       +8.3 (3)      No change        +550,000   DeLuca      +9.3       +6.3 (3)      No change        +300,000   Li      +23.5       +13.2 (3)      No change        +900,000   (1) Mr. Clyburn resigned from his position, effective February 1, 2022. As a result, he did not receive an increase to his annual base salary or a 2022 LTI grant and is not reflected in the table above. (2) Mr. Davis’ target LTI grant was increased from a full year target of $10,750,000 to $11,750,000. In 2021, Mr. Davis’ actual LTI award was $9,200,000 which reflects 3 months at the 2021 CFO rate and 9 months at the CEO rate, when Mr. Davis became President. (3) Includes market adjustment as described above. Merck & Co., Inc. 2022 Proxy Statement 60   Additional information regarding the payouts under the 2016-2018 PSU award cycle is provided in the Option Exercises  Compensation Discussion and Stock Vested table on page 65.Analysis    The Elements of 2021 Compensation   Other Compensation Practices Stock Ownership Requirements The C&MD Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which the CEO and other senior executives are required to acquire and hold Merck common stock in an amount representing a multiple of their base salary for so long as they remain in office. Until the designated multiple of base salary is reached, executives are required to retain in stock a percentage of the after-tax net proceeds associated with stock option exercises and/or PSU and RSU settlements (100% for the CEO and Executive Chairman and 75% for the other NEOs). In calculating the attainment of our stock ownership requirements, we exclude (1) unexercised stock options and (2) unvested PSUs and RSUs. The following table sets forth the stock ownership requirements and current stock ownership status as a percentage of the requirement for the CEO, Executive Chairman, and other NEOs as of February 28, 2022. (1) To accurately reflectMs. Litchfield and Dr. Li became Executive Officers in 2021. Mr. Clyburn resigned from his position, effective February 1, 2022; therefore, he is no longer subject to the operating performance of our business, the C&B Committee has approved a framework of adjustments to our reported financial results for incentive program purposes. For further explanation of these adjustmentsstock ownership requirements. Return of Incentive Compensation (“Clawback Policy”) Under our incentive compensation recoupment policy, the Board will seek reimbursement for the annual cash incentive and/or LTI awards paid to the executive, where the Board determines (a) the executive engaged in misconduct that resulted in a material violation relating to (i) the research, development, manufacturing, sales or marketing of the Company’s products or (ii) the overall goodwill or reputation of the Company (the latter of which was added and approved by the C&MD Committee in November 2021), or (b) a significant restatement of financial results has occurred. In the event of a financial restatement, the portion of the annual cash incentive and/or PSUs paid to the executive, in excess of the amount that would have been paid if the financial results were reported accurately, will be recouped. Hedging and Pledging As part of our insider trading policy, Merck prohibits Directors and management level employees, including officers, from engaging in short sales, publicly traded options, hedging transactions, and pledging of Company stock. Tax Deductibility of Compensation In light of the repeal of the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code, the C&MD Committee may authorize compensation that is not deductible if it is determined to be appropriate and in the best interests of the Company and our shareholders. Merck & Co., Inc. 2022 Proxy Statement Compensation Discussion and our GAAP versus Non-GAAP results, please refer to Appendices A and B on pages 100 and 102, respectively.Analysis   Compensation Risk Assessment   61 Compensation Risk Assessment Our executive compensation program and policies are driven by our business environment and designed to enable us to achieve our mission and adhere to our values. The C&MD Committee and senior management continually evaluate the relationship between risk and reward as it relates to our executive compensation program and have adopted policies and practices that mitigate undue risk while preserving the incentive/variable nature of the compensation. These policies and practices are described in more detail in the Compensation Policies and Practices chart on page 46. In 2020, Merck engaged Pay Governance, a compensation consultant to management, to perform a formal assessment of our executive compensation program, policies, and practices based on generally accepted compensation practices. The results of the assessment were reviewed by FW Cook, the C&MD Committee’s independent compensation consultant, and then discussed with the C&MD Committee in November 2020. The assessment reaffirmed our belief that our compensation programs and policies are structured and operated in a manner that does not create risks that are reasonably likely to have a material adverse effect on our business. In addition to ongoing monitoring of our programs and policies, we are committed to performing formal assessments on a periodic basis. The next formal assessment is scheduled for review and discussion with the C&MD Committee in November 2022. Compensation and Management Development Committee Report The C&MD Committee, comprised of independent Directors, reviewed and discussed the above CD&A with management. Based on the review and discussions, the C&MD Committee recommended to our Board of Directors that the CD&A be included in these proxy materials. Compensation and Management Development Committee Patricia F. Russo (Chair) Thomas H. Glocer Risa J. Lavizzo-Mourey, M.D. Inge G. Thulin Peter C. Wendell Merck & Co., Inc. 2022 Proxy Statement 62        OTHER EMPLOYEE BENEFITS Summary Compensation Table The following table summarizes the total compensation that was paid or accrued for the Named Executive Officers for the fiscal years ended December 31, 2021, 2020, and 2019. The Named Executive Officers are the Company’s Chief Executive Officer, Executive Chairman, Chief Financial Officer and the three next most highly compensated executive officers as of December 31, 2021. Name and Principal Position   Year     Salary ($)(1)     Bonus ($)     Stock Awards ($)(2)     Option Awards ($)(3)     Non-Equity Incentive Plan Compensation ($)(4)     Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)     All Other Compensation ($)(6)     Total ($)   Robert M. Davis Chief Executive Officer, President and Former Chief Financial Officer     2021     $ 1,319,959       0       $6,324,576     $ 2,760,003       $2,834,606       $235,640 (7)      $247,337     $ 13,722,121       2020       1,112,795       0       2,737,406       1,199,772       1,018,194       611,948       159,395       6,839,510       2019       1,075,557       0       3,046,785       1,200,201       2,090,702       193,079       120,864       7,727,188   Kenneth C. Frazier Executive Chairman and Former Chief Executive Officer     2021       1,478,681       0       7,390,092       3,225,004       2,804,094       0 (8)      299,049       15,196,920       2020       1,702,006       0       10,778,499       4,724,098       2,218,500       2,288,641       376,685       22,088,429       2019       1,659,482       0       11,425,398       4,500,763       4,609,200       5,078,147 (9)      375,485       27,648,475   Caroline Litchfield Executive Vice President and Chief Financial Officer     2021       805,060       0       1,512,420       660,001       1,184,203       0 (13)      59,770       4,221,454       2020 (10)      —       —       —       —       —       —       —       —       2019 (10)      —       —       —       —       —       —       —       —   Frank Clyburn Former Executive Vice President and President, Human Health(11)     2021       960,343       0       5,956,031 (12)      1,290,003       1,443,506       187,604       83,584       9,921,071       2020 (10)      —       —       —       —       —       —       —       —       2019 (10)      —       —       —       —       —       —       —       —   Richard R. DeLuca, Jr. Executive Vice President and President, Merck Animal Health     2021       790,247       0       3,856,115 (12)      809,999       1,184,000       128,732       71,907       6,841,000       2020 (10)      —       —       —       —       —       —       —       —       2019 (10)      —       —       —       —       —       —       —       —   Dean Li, M.D., Ph.D. Executive Vice President and President, Merck Research Laboratories     2021       937,104       0       2,062,363       900,003       1,400,799       114,593       66,057       5,480,919       2020 (10)      —       —       —       —       —       —       —       —         2019   (10)        —       —       —       —       —       —       —       —   (1) SimilarAmounts shown reflect actual base salary earnings and are not reduced to Merck’s other salaried, U.S.-based employees,reflect the Named Executive Officers participate in a varietyOfficers’ elections, if any, to defer receipt of retirement, health and welfare and paid time-off benefits designed to enable us to attract and retain our workforce in a competitive marketplace. Pension andsalary into the Merck Deferral Program, an unfunded nonqualified savings plans help employees save and prepare financially for retirement. Health and welfare and paid time-off benefits help ensure that we have a productive and focused workforce.plan. Additionally, senior management employees including the NEOs are provided a limited number of other benefits, which the C&B Committee believes are reasonable, appropriate and consistent with our executive compensation philosophy. These benefits, which are described in more detail below, are reflected in the “All Other Compensation” column of the Summary Compensation Table. Reimbursement for financial counseling and tax preparation. The value is taxable to executives and is limited to $10,000 per year. This benefit is intended to encourage executives to engage knowledgeable experts to assist with financial and tax planning. This benefit supports our objectives by helping to ensure that executives understand the compensation and benefit plans in which they participate and are not unnecessarily distracted from Company responsibilities to attend to personal financial matters. Limited personal use of Company aircraft and Company cars. These taxable benefits provide security for executives and allow them to devote additional time to Company business. Reimbursement for the installation, maintenance and remote access of residential security systems. We believe that providing this benefit ensures that our executives have appropriate security. We do not reimburse executives for monthly security monitoring fees. 2019 COMPENSATION ACTIONS As part of our annual compensation review for all employees, the C&B Committee reviewed and approved compensation for our executive officers, including our NEOs and the Board of Directors reviewed and approved Mr. Frazier’s compensation. Mr. Frazier’s 2019 LTI grant value was increased to recognize his sustained performance and leadership and to incent a successful transition to a future CEO. His 2019 grants will include specific terms and conditions providing for full vesting if he remains employed through January 1, 2020, subject to his continued compliance with non-compete and non-solicit provisions. Mr. Davis, Dr. Perlmutter and Ms. Zachary also received increases in their annual LTI grant values to better align their overall compensation to the market. The following table summarizes adjustments made to CEO and other NEO compensation for 2019. Executive Officer Annual Base Salary Increase % Target Annual Incentive Target Long-Term Incentive Kenneth C. Frazier +3.1% No change +$2,000,000 Robert M. Davis +3.0 No change +200,000 Roger M. Perlmutter +3.0 No change +1,000,000 Jennifer L. Zachary +9.4 No change +350,000   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION PRACTICES 55 COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION PRACTICES Stock Ownership Requirements The C&B Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which the CEO and other senior executives are required to acquire and hold Merck common stock in an amount representing a multiple of base salary. Until the designated multiple of base salary is reached, executives are required to retain in stock a percentage of the after-tax net proceeds associated with stock option exercises and/or PSU and RSU distributions (100% for the CEO and 75% for the other NEOs). The following table sets forth the stock ownership requirements and current stock ownership status as a percentage of the requirement for the CEO and other NEOs as of February 28, 2019.   (1) Mr. Schechter served as Executive Vice President and President, Global Human Health until December 31, 2018. Return of Incentive Compensation (“Clawback Policy”) Under our incentive compensation recoupment policy, in the case of a significant restatement of financial results caused by executive fraud or willful misconduct, the Board of Directors will seek reimbursement for the portion of the annual cash incentive and/or PSUs paid to the executive in excess of the amount that would have been paid if the financial results were reported accurately. Additionally, for incentive compensation awarded in and after 2014, an incentive recoupment policy applies to senior executives in instances of material violations of Company policy that cause significant harm to Merck and instances of a failure to manage or monitor conduct or risks appropriately. Hedging and Pledging As part of our insider trading policy, Merck prohibits Directors and management level employees, including officers from engaging in short sales, publicly traded options, hedging transactions and pledging of Company stock. Tax Deductibility of Compensation In light of the repeal of the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code, our intent is to maximize the deductibility of compensation under certain circumstances that are in the best interests of the Company and our shareholders. The C&B Committee may authorize compensation that is not deductible if it is determined to be appropriate.  MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 56 COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION RISK ASSESSMENT COMPENSATION RISK ASSESSMENT Our executive compensation program and policies are driven by our business environment and designed to enable us to achieve our mission and adhere to our values. The C&B Committee and senior management continually evaluate the relationship between risk and reward as it relates to our executive compensation program and have adopted policies and practices that mitigate undue risk while preserving the incentive/variable nature of the compensation. These policies and practices are described in more detail in the chart on page 45. In 2018, Merck engaged Pay Governance, an independent compensation consultant to management to perform a formal assessment of our executive compensation program, policies and practices based on generally accepted compensation practices. The results of the assessment were reviewed and discussed with the C&B Committee in November 2018. The assessment reaffirmed our belief that our compensation programs and policies are structured and operated in a manner that does not create risks that are reasonably likely to have a material adverse effect on our business. In addition to ongoing monitoring of our programs and policies, we are committed to performing formal assessments on a periodic basis. The next formal assessment is scheduled for review and discussion with the C&B Committee in November 2020. COMPENSATION AND BENEFITS COMMITTEE REPORT The C&B Committee, comprised of independent Directors, reviewed and discussed the above CD&A with management. Based on the review and discussions, the C&B Committee recommended to our Board of Directors that the CD&A be included in these proxy materials. Compensation and Benefits Committee Thomas H. Glocer (Chair) Rochelle B. Lazarus Patricia F. Russo Inge G. Thulin Peter C. Wendell MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 57 SUMMARY COMPENSATION TABLE The following table summarizes the total compensation that was paid or accrued for the Named Executive Officers for the fiscal years ended December 31, 2018, 2017 and 2016. The Named Executive Officers are the Company’s Chief Executive Officer, Chief Financial Officer, and the three next most highly compensated executive officers as of December 31, 2018. Name and Principal Position Year   Salary ($) (2)    Bonus ($)     Stock Awards ($) (3)    Option Awards ($) (4)    Non-Equity Incentive Plan Compensation ($) (5)    Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (6)    All Other Compensation ($) (7)    Total ($) Kenneth C. Frazier Chairman, President and Chief Executive Officer 2018     $ 1,610,577     $ 0     $ 9,456,006     $ 3,901,093     $ 3,061,800     $ 0 (8)    $ 2,905,028 (9)    $ 20,934,504 2017       1,572,212       0       8,814,767       3,750,000       2,686,575       504,658       314,875       17,643,087 2016       1,527,404       0       7,875,521       4,800,002       2,518,425       4,757,350       302,468       21,781,170 Robert M. Davis Executive Vice President, Global Services, and Chief Financial Officer    2018       1,043,726       0       2,764,058       1,140,317       1,389,977       171,067       111,695       6,620,840 2017       1,018,269       0       2,679,655       1,140,001       1,216,163       151,849       104,962       6,310,899 2016       991,654       1,250,000 (10)      2,428,286       1,479,998       1,092,000       160,276       117,259       7,519,473 Roger M. Perlmutter,  M.D., Ph.D. Executive Vice President and President, Merck Research Laboratories 2018       1,116,262       0       2,909,523       1,200,341       1,488,486       236,334       147,696       7,098,642 2017       1,083,750       0       2,820,733       1,200,000       1,296,032       294,435       138,917       6,833,867 2016       1,052,288       0       2,625,174       1,600,001       1,302,824       359,602       160,256       7,100,145 Adam H. Schechter(1)  Former Executive Vice President and President, Global Human Health 2018       1,055,207       0       2,764,058       1,140,317       1,405,267       0 (8)      140,224       6,505,073 2017       1,029,470       0       2,679,655       1,140,001       1,229,540       1,636,712       134,655       7,850,033 2016       1,003,094       0       2,493,915       1,520,003       1,104,012       2,020,625       131,398       8,273,047 Jennifer L. Zachary Executive Vice President and General Counsel 2018       553,846       750,000 (10)      2,454,748       600,166       638,400       30,462       165,997       5,193,619 2017 (11)      —       —       —       —       —       —       —       — 2016 (11)      —       —       —       —       —       —       —       — (1) Mr. Schechter served as Executive Vice President and President, Global Human Health until December 31, 2018. (2) Amounts shown reflect actual base salary earnings and are not reduced to reflect the Named Executive Officers’ elections, if any, to defer receipt of salary into the Merck Deferral Program, an unfunded savings plan. For more information about deferred amounts, see the Nonqualified Deferred Compensation table and related footnotes on page 69.75. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 58 SUMMARY COMPENSATION TABLE (3) The amounts shown in this column represent the full grant date fair value of RSUs and PSUs granted to each of the Named Executive Officers during 2018, 2017 and 2016, respectively, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual value realized by the Named Executive Officers during the respective year. Please refer to pages 52-53 for more information on the PSU award disclosures. For discussion of the assumptions used in these valuations, see Note 13 to Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018.   (2) The amounts shown in this column represent the full grant date fair value of RSUs and PSUs granted to each of the Named Executive Officers during 2021, 2020, and 2019, respectively, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual value realized by the Named Executive Officers during the respective year. Please refer to pages 55-57 for more information on the PSU award disclosures. For discussion of the assumptions used in these valuations, see Note 13 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2021. The maximum value of the PSU awards granted to the Named Executive Officers during 20182021 assuming achievement of the highest level of performance (200%) was: Named Executive Officer    Maximum Value of PSU Awards ($)   Davis    $ 12,649,152   Frazier      14,780,183   Litchfield      3,024,840   Clyburn      5,912,043   DeLuca, Jr.      3,712,269   Li      4,124,727     NEO   Maximum Value of PSU Awards ($) K.C. Frazier   $ 18,912,012   R.M. Davis     5,528,116   R.M. Perlmutter     5,819,046   A.H. Schechter     5,528,116   J.L. Zachary     2,909,498   For more information on the awards granted during 2018,2021, see the Grants of Plan-Based Awards table and related narrative and footnotes beginning on page 61.66. Merck & Co., Inc. 2022 Proxy Statement Summary Compensation Table   (4) The amounts shown in this column represent the full grant date fair value of stock options granted to each of the Named Executive Officers during 2018, 2017 and 2016, respectively, as calculated in accordance with FASB ASC Topic 718. The stock option values were calculated using the Black-Scholes option pricing model and may not represent the actual value realized by the Named Executive Officers during the respective year. For discussion of the assumptions used in these valuations, see Note 13 to Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018. 63 (3) The amounts shown in this column represent the full grant date fair value of stock options granted to each of the Named Executive Officers during 2021, 2020 and 2019, respectively, as calculated in accordance with FASB ASC Topic 718. The stock option values were calculated using the Black-Scholes option pricing model and may not represent the actual value realized by the Named Executive Officers during the respective year. For discussion of the assumptions used in these valuations, see Note 13 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2021. For more information on stock options granted during 2018,2021, see the Grants of Plan-Based Awards table and related narrative and footnotes.footnotes beginning on page 66. (4) (5) Represents amounts paid under the Executive Incentive Plan. For more information, see the Grants of Plan-Based Awards table and related narrative and footnotes beginning on page 61. Final award for Ms. Zachary reflects pro-rated eligibility for 8 of 12 months during the performance period basedPlan-Based Awards table and related narrative and footnotes beginning on her employment start date of April 16, 2018.page 66. Amounts shown are not reduced to reflect the Named Executive Officers’ elections, if any, to defer receipt of awards into the Merck Deferral Program. For more information, see the Nonqualified Deferred Compensation table and related notes and narrative on page 69.75. (5) Amounts shown are solely an estimate of the aggregate change in actuarial present value of the Named Executive Officers’ accrued benefits under the Company’s pension plans from December 31, 2020 to December 31, 2021. These plans include the Merck U.S. Pension Plan, MSD Supplemental Retirement Plan, and U.K. Pension Plan (Ms. Litchfield only). For more information about the U.S. plans, see the Pension Benefits table and accompanying narrative beginning on page 72. (6) Amounts shown are solely an estimate of the aggregate change in actuarial present value of the Named Executive Officers’ accrued benefits under the Company’s pension plans from December 31, 2017 to December 31, 2018. These plans are the Merck U.S. Pension Plan (the “Qualified Plan”) and the MSD Supplemental Retirement Plan (the “SRP”). For more information about those plans, see the Pension Benefits table and accompanying narrative beginning on page 66. The Merck Deferral Program, an unfunded nonqualified savings plan, does not provide for above market or preferential earnings. For more information, see the Nonqualified Deferred Compensation table and related notes and narrative on page 69.75. (6) See the All Other Compensation table on page 64 for additional details on amounts. See footnotes 1 and 4 to the All Other Compensation table for an explanation of how financial and tax planning benefits, as well as installation, maintenance, and remote access of home security, are valued. For all other personal benefits provided to the Named Executive Officers, in accordance with SEC disclosure rules, we calculated the cost of those benefits as the incremental cost of providing them. Each benefit plan serves a business purpose, as described further in the Other Employee Benefits section on page 58. (7) See the All Other Compensation table below for additional details on amounts. In accordance with SEC disclosure rules, we calculated the cost of personal benefits provided to the Named Executive Officers as the incremental cost of providing those benefits. We believe there is a business purpose for the few personal benefits provided only to executives. (7) Change in value compared to previous year is smaller primarily due to significant decrease in pension eligible earnings compared to 2020 and increase in discount rates. (8) Change in pension value is negative primarily due to age and increase in discount rates. In accordance with SEC rules, a $0 value is reported rather than a negative amount. (9) Change in value for 2019 is mainly attributed to lower discount rates, an increase in five-year average pay and an additional year of service. (10) Ms. Litchfield, Mr. Clyburn, Mr. DeLuca, and Dr. Li were not Named Executive Officers in 2019 and 2020. (11) Mr. Clyburn resigned as Executive Vice President and President, Human Health, effective February 1, 2022. (12) Includes value of RSU retention grant. (13) The U.S. change in pension value is positive; however, the U.K. change in pension value is negative due to an increase in discount rates and change in mortality assumptions, resulting in an aggregate negative change in pension value that is reported as $0.   Merck & Co., Inc. 2022 Proxy Statement 64 (8) Change in value is negative generally due to an increase in discount rates. In accordance with SEC rules, a $0 value is reported rather than a negative amount. (9) Includes $2.5 million in deferred compensation to offset the loss of pension benefits due to the elimination of the Mandatory CEO Retirement Policy. For additional details, see the Pension Benefits table on page 66. (10) Mr. Davis and Ms. Zachary received sign-on bonuses to compensate for lost bonus opportunity and to provide a hiring incentive. (11) Ms. Zachary was hired on April 16, 2018. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents SUMMARY COMPENSATION TABLE ALL OTHER COMPENSATION 59      ALL OTHER COMPENSATION  Summary Compensation Table   Name   Year   Financial/Tax Counseling & Tax Preparation Services ($)(1)      Company Aircraft ($)(2)      Company Car and Driver ($)(3)      Installation, Maintenance and Remote Access of Home Security ($)(1)      Relocation Expense ($)     Savings Plan Company Match and Credits ($)(4)      Total ($) K.C. Frazier   2018       $10,000     $79,830     $48,907     $72,919     $0     $2,693,372 (5)    $2,905,028     2017       10,000       20,663       47,961       52,172       0       184,079       314,875     2016       10,000       10,822       55,783       5,096       0       220,767       302,468 R.M. Davis   2018       10,000       0       0       0       0       101,695       111,695     2017       10,000       0       0       0       0       94,962       104,962     2016       10,000 (6)      0       0       0       0       107,259       117,259 R.M. Perlmutter   2018       10,000       0       29,143       0       0       108,553       147,696     2017       10,000 (7)      0       21,521       0       0       107,396       138,917     2016       0       0       25,302       0       0       134,954       160,256 A.H. Schechter   2018       10,000       840       24,818       1,752       0       102,814       140,224     2017       10,000       0       27,559       1,089       0       96,007       134,655     2016       10,000       0       5,040 (8)      1,089       0       115,269       131,398 J.L. Zachary   2018       8,477       0       0       0       139,607       17,913       165,997     2017 (9)      —       —       —       —       —       —       —     2016 (9)      —       —       —       —       —       —       —   (1) Financial planning, tax preparation, and installation, maintenance and remote access of home security are valued at actual costs billed by outside vendors.All Other Compensation Name    Year     Financial/Tax Counseling & Tax Preparation Services ($)(1)      Company Aircraft ($)(2)      Company Car and Driver ($)(3)      Installation, Maintenance and Remote Access of Home Security ($)(4)      Relocation Expense ($)      Savings Plan Company Match and Credits ($)(5)      Total ($)   Davis      2021       $10,000        $94,552        $11,353        $26,258        $0        $105,174        $247,337          2020       10,000        0        3,620        0        0        145,775        159,395            2019       10,000        0        0        0        0        110,864        120,864   Frazier      2021       10,000        93,769        25,262        3,966        0        166,052        299,049          2020       10,000        21,983        50,572        7,637        0        286,493        376,685            2019       10,000        90,661        50,121        12,378        0        212,325        375,485   Litchfield      2021       10,000        0        0        0        0        49,770        59,770          2020 (6)      —        —        —        —        —        —        —            2019 (6)      —        —        —        —        —        —        —   Clyburn      2021       10,000        0        1,358        0        0        72,226        83,584          2020 (6)      —        —        —        —        —        —        —            2019 (6)      —        —        —        —        —        —        —   DeLuca, Jr.      2021       10,000        0        0        0        0        61,907        71,907          2020 (6)      —        —        —        —        —        —        —            2019 (6)      —        —        —        —        —        —        —   Li      2021       10,000        0        0        0        0        56,057        66,057          2020 (6)      —        —        —        —        —        —        —            2019 (6)      —        —        —        —        —        —        —   (1) The Named Executive Officers receive a cash allowance each December for financial and tax planning benefits. (2) The value of any personal use of Company aircraft by the Named Executive Officers is based on the aggregate incremental per-hour cost based on the flight time flown from origination to destination and a return to point of origination without passengers, when applicable. This benefit generally is taxable to the Named Executive Officers. As further described in the Other Employee Benefits section on page 58, personal use of Company aircraft is required for the CEO and Executive Chairman for security purposes. (3) The value of any personal use of Company car and driver by the Named Executive Officers is based on the recipient’s cost if equivalent assets were used independent of the Company. This benefit is taxable to the Named Executive Officers. (3) The value of any personal use of Company car and driver by the Named Executive Officers is based on the recipient’s cost if equivalent assets were used independent of the Company. This benefit generally is taxable to the Named Executive Officers. The incremental cost calculation for personal use of aCompany car and driver by the Named Executive Officers includedincludes driver overtime, meals, and travel pay, maintenance and fuel costs. Company carsPersonal use of a car and driver is also provided business transportation to a select number of other executives, and non-executive Company personnel. Since the cars were used primarily for business travel,commutation purposes, as further described in the calculation excludes the fixed costs that do not change basedOther Employee Benefits section on personal usage, such as drivers’ salaries and the purchase costs of the cars.page 58. (4) The Named Executive Officers received Company matching contributions equal to 75% of the first 6% of eligible compensation contributed (up to the IRS limit for qualified savings plans) to the Merck U.S. Savings Plan and 4.5% credit of eligible compensation in excess of the IRS limit to the NEOs’ accounts under the Merck Deferral Program. (5) For additional details, see Footnote 9 in the Summary Compensation Table on page 58. (6) Includes $2,500 in fees for financial planning services received in 2016 but paid in 2017. (7) Was reported as $0 in the 2018 proxy statement due to a clerical error. (8) Was reported as $0 in the 2017 proxy statement due to a clerical error. (9) Ms. Zachary was hired on April 16, 2018.   (4) Installation, maintenance, and remote access of home security are valued at actual costs billed by outside vendors. MERCK & CO., INC.2019 PROXY STATEMENT   (5) BackThe Named Executive Officers received Company matching contributions equal to Contents75% of the first 6% of eligible compensation contributed (up to the IRS limit for qualified savings plans) to the Merck U.S. Savings Plan and 4.5% credit of eligible compensation in excess of the IRS limit to the Named Executive Officers’ accounts under the Merck Deferral Program. (6) Ms. Litchfield, Mr. Clyburn, Mr. DeLuca, and Dr. Li were not Named Executive Officers in 2019 and 2020.   60Merck & Co., Inc. 2022 Proxy Statement       CEO PAY RATIO65 CEO Pay Ratio Introduction The following is a disclosure of (1) total annual compensation for our CEO, (2) the median total annual compensation for our employees globally, excluding our CEO and (3) the ratio of those two numbers. Median Total Annual Compensation We used base salary as of October 31, 2021, to identify the employee with the median total annual compensation (not including our CEO). For this purpose, we annualized base salary for all full and part-time employees (other than our CEO) hired after January 1, 2021 and employed as of October 31, 2021. We converted foreign currency to U.S. dollars using a twelve-month average exchange rate between November 1, 2020 through October 31, 2021. Exemptions Total Employees Before and After De Minimis Exemption Merck’s employee population as of October 31, 2021 included 26,810 (37%) employees in the United States and 45,197 (63%) employees outside the United States. After excluding 3,600 employees in 19 countries, as detailed in the table below and up to the 5% limit allowable under the SEC disclosure rules, we identified our median employee from a group of approximately 68,407 employees globally. Excluded Under De Minimis Exemption Country    Number of Employees               Country    Number of Employees   Algeria      60                Jordan      35   Belarus      2                Malaysia      464   Bosnia and Herzegovina      6                Nigeria      1   Bulgaria      59                Oman      6   Dominican Republic      11                Peru      147   Ecuador      55                Philippines      230   Egypt      196                Turkey      526   Honduras      6                Uruguay      90   India      1,224                Vietnam      282   Indonesia      200                           TOTAL                              3,600   The Ratio The total annual compensation of our median employee as calculated under the Summary Compensation table requirements for calculating total annual compensation was $102,803 comprised of base salary, annual incentive, savings plan company match and change in pension value. The total annual compensation for our CEO was $13,722,121. A reasonable estimation of the ratio of our CEO’s compensation to our median employee’s compensation is 133 to 1. Under the SEC rules, companies may identify the median total annual compensation using a wide variety of methods including reasonable assumptions and estimations. It is therefore difficult to compare Merck’s ratio to the ratios of other companies. Merck & Co., Inc. 2022 Proxy Statement 66    INTRODUCTION   Grants of Plan-Based Awards The following table provides information concerning each award made in 2021 to the Named Executive Officers under any incentive plan. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2021                       Estimated Future Payouts Under Non-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards                                   Name   Grant Date     Approval Date     Award Type     Thres- hold ($)(1)     Target ($)(1)     Maximum ($)(1)     Thres- hold (#)(2)   Target (#)(2)     Maximum (#)(2)     All Other Stock Awards: Number of Shares of Stock or Units (#)(3)     All Other Option Awards: Number of Securities Underlying Options (#)(4)     Exercise or Base Price of Option Awards ($/Sh)(4)     Grant Date Fair Value of Stock and Option Awards ($)(5)   Davis     3/31/2021       2/26/2021       PSU                                               0     86,102       172,204                                                 $6,324,576         5/4/2021       2/26/2021       Options                                                                                                 290,272       73.73       2,760,003                                       EIP       $0     $ 1,915,274     $ 3,830,548                                                                                             Frazier     3/31/2021       2/26/2021       PSU                                               0     100,607       201,214                                                 7,390,092         5/4/2021       2/26/2021       Options                                                                                                 339,177       73.73       3,225,004                                       EIP       0       1,894,658       3,789,316                                                                                             Litchfield     3/31/2021       2/26/2021       PSU                                               0     20,590       41,180                                                 1,512,420         5/4/2021       2/26/2021       Options                                                                                                 69,413       73.73       660,001                                       EIP       0       800,137       1,600,274                                                                                             Clyburn     3/31/2021       2/26/2021       PSU                                               0     40,243       80,486                                                 2,956,021         5/4/2021       3/22/2021       RSU (6)                                                                                  40,690                                   3,000,009         5/4/2021       2/26/2021       Options                                                                                                 135,671       73.73       1,290,003                                       EIP       0       975,342       1,950,684                                                                                             DeLuca, Jr.     3/31/2021       2/26/2021       PSU                                               0     25,269       50,538                                                 1,856,135         5/4/2021       3/22/2021       RSU                                                                                   27,126                                   1,999,981         5/4/2021       2/26/2021       Options                                                                                                 85,188       73.73       809,999                                       EIP       0       800,000       1,600,000                                                                                             Li     3/31/2021       2/26/2021       PSU                                               0     28,077       56,154                                                 2,062,363         5/4/2021       2/26/2021       Options                                                                                                 94,654       73.73       900,003                                       EIP       0       946,486       1,892,972                                                                                             (1) The following isAmounts represent awards under the EIP, which equal a disclosurespecified percentage of (1) total annual compensation for our CEO, (2) the median total annual compensation for our employees globally excluding our CEO and (3) the ratio of those two numbers. MEDIAN TOTAL ANNUAL COMPENSATION We used base salary as of Octoberin effect on December 31, 2018, to identify median total annual compensation. For this purpose, we annualized base salary for all full and part-time employees hired after January 1, 2018 and employed as of October 31, 2018. We converted foreign currency to U.S. dollars using a twelve-month average exchange rate between November 1, 2017 through October 31, 2018. EXEMPTIONS TOTAL EMPLOYEES BEFORE AND AFTER DE MINIMIS EXEMPTION Merck’s employee population included 25,165 (35%) employees2021. The actual amounts earned by each Named Executive Officer are set forth in the United States and 46,879 (65%) employees outside the United States. After excluding 3,602 employees in 14 countries, as detailed in the table below and up to the 5% limit allowable under the rules, we identified our median employee from a group“Non-Equity Incentive Plan Compensation” column of approximately 68,442 employees globally. EXCLUDED UNDER DE MINIMIS EXEMPTION Country   Number of Employees   Country   Number of Employees   Algeria   70   Jordan   42   Bulgaria   52   Macedonia   1   Dominican Republic   15   Malaysia   412   Egypt   312   Nigeria   1   Honduras   13   Philippines   319   India   1,619   Venezuela   7   Indonesia   428   Vietnam   311   TOTAL           3,602   THE RATIO The median annual total compensation as calculated under the Summary Compensation Table requirements was $91,954 comprised of base salary, annual incentive, savings plan company match and change in pension value. The total annual compensation for our CEO was $20,934,504 including the value of a deferred compensation credit of $2,500,000, which was approved by the Board to restore the loss of pension benefits as a result of the Board’s decision to eliminate our Mandatory CEO Retirement Policy in September of 2018 (as described in more detail in the Pension Benefits section beginning on page 66 and associated footnote number 9 to the Summary Compensation Table on page 58). Including the value of the deferred compensation credit, a reasonable estimation of a ratio of the CEO’s compensation to our median compensation is 228 to 1.table. Under the SEC rules, companies may identify the median annual total compensation using a wide variety of methods including reasonable assumptions and estimations. It is therefore difficult to compare Merck’s ratio to the ratio of other companies. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 61   GRANTS OF PLAN-BASED AWARDS (2) The following table provides information concerning each award madepayout of PSUs can range from zero for below threshold performance to a maximum of 200% of target, depending on the level of achievement of the applicable performance goals. The performance goals of PSUs reflect the adjustments that occurred as of June 2, 2021 in 2018connection with the Organon & Co. (“Organon”) spin-off as described in the registration statement on Form 10 filed with the SEC by Organon (the “Form 10”). As reported in the Form 10, the performance goals were equitably adjusted to reflect the Organon spin-off and the number of units subject to such awards was adjusted to preserve the same intrinsic value and general terms and conditions as were in place immediately prior to the Named Executive Officers under any incentive plan.adjustments. For more information on PSUs, see the PSU Program section on page 55 and the narrative to the Grants of Plan-Based Awards table on the following page. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2018                 Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares   All Other Option Awards: Number of Securities   Exercise or Base Price of   Grant Date Fair Value of Stock and   Name   Grant Date   Approval Date   Award Type   Threshold ($)(1)    Target ($)(1)    Maximum ($)(1)    Threshold (#)(2)    Target (#)(2)    Maximum (#)(2)    of Stock or Units (#)(3)    Underlying Options (#) (4)  Option Awards ($/Sh) (4)  Option Awards ($) (5)  K.C. Frazier   03/29/2018   02/27/18   PSUs                      0    167,064    334,128                       $ 9,456,006 (2)      05/04/2018   02/27/18   Options                                               475,743   $  57.75     3,901,093 (4)              EIP   $  0   $  2,430,000   $  4,860,000                                             R.M. Davis   03/29/2018   02/27/18   PSUs                       0     48,834     97,668                       2,764,058 (2)      05/04/2018   02/27/18   Options                                               139,063     57.75     1,140,317 (4)            EIP     0     1,103,156     2,206,313                                             R.M. Perlmutter   03/29/2018   02/27/18   PSUs                       0     51,404     102,808                       2,909,523 (2)      05/04/2018   02/27/18   Options                                               146,383     57.75     1,200,341 (4)            EIP     0     1,181,338     2,362,676                                             A.H. Schechter   03/29/2018   02/27/18   PSUs                       0     48,834     97,668                       2,764,058 (2)      05/04/2018   02/27/18   Options                                               139,063     57.75     1,140,317 (4)            EIP      0     1,115,291     2,230,582                                             J.L. Zachary   05/04/2018   03/19/18   PSUs                       0     24,242     48,484                       1,454,749 (2)      05/04/2018   03/19/18   RSUs                                         17,316                 999,999 (3)      05/04/2018   03/19/18   Options                                               73,191     57.75     600,166 (4)              EIP     0     506,667 (6)    1,013,334                                             (1) Amounts represent awards under the EIP, which equal a specified percentage of base salary as in effect on December 31, 2018. The actual amounts earned by each Named Executive Officer are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) The payout of PSUs can range from zero below threshold to a maximum of 200% of target, depending on the level of achievement of the applicable performance goals. For more information on PSUs, see the 2018 PSU Program section on page 52 and the Narrative to the Grants of Plan Based Awards table on the following page. (3) Beginning in 2018, RSUs vest and are payable as shares of Merck common stock in equal installments on the first, second and third anniversaries of the grant date provided the individual remains continuously employed through the vesting date. Dividend equivalents are accrued and paid in cash at the end of each restricted period. (4) Stock options generally vest and become exercisable in equal installments on the first, second and third anniversaries of the grant date.   (3) The exercise priceNumber of shares of stock or units reflects the adjustments that occurred as of June 2, 2021 in connection with the Organon spin-off as described in the Form 10. As reported in the Form 10, all stock options granted in 2018 isMerck time-based RSU awards outstanding as of immediately prior to the closing price of Merck common stock, as tradeddistribution date were converted on the New York distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments. For more information on RSUs, see the narrative to the Grants of Plan-Based Awards table on the following page. (4) Stock Exchangeoptions generally vest and become exercisable in equal installments on May 4, 2018.the first, second and third anniversaries of the grant date. Exercise price and holdings reflect the adjustments that occurred as of June 2, 2021 in connection with the Organon spin-off as described in the Form 10. As reported in the Form 10, all Merck stock option awards outstanding as of immediately prior to the distribution date were converted on the distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments. For more information on stock options granted to the NEOs in 2021, please see Current LTI Grant Practices on page 55. (5) This column represents the full grant date fair value of PSUs, RSUs and stock options granted to each of the Named Executive Officers, as calculated in 2018, please see “Current LTI Grant Practices”accordance with FASB ASC Topic 718. These amounts do not represent the actual value realized by the Named Executive Officers during 2021. (6) In connection with Mr. Clyburn’s resignation as Executive Vice President and President, Human Health, effective February 1, 2022, Mr. Clyburn’s RSU award, granted on page 52.5/4/2021, was forfeited. (5) This column represents the full grant date fair value of PSUs and stock options granted to each of the Named Executive Officers, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual value realized by the Named Executive Officers during 2018.   (6) Merck & Co., Inc. 2022 Proxy Statement Ms. Zachary’s target annual cash incentive was prorated to reflect her adjusted opportunity for 2018 under the EIP based on her April 16, 2018 hire date. MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents 62 GRANTS OF PLAN-BASED AWARDS NARRATIVE INFORMATION RELATING TO THE GRANTS OF PLAN-BASED AWARDS TABLE NARRATIVE INFORMATION RELATING TO THE GRANTS OF PLAN-BASED AWARDS TABLE   GENERAL INFORMATION REGARDING THE EIPGrants of Plan-Based Awards   Narrative Information Relating to the Grants of Plan-Based Awards Table     The EIP is a shareholder-approved plan that is administered by the C&B Committee. It is designed to provide cash awards to employees who are subject to Section 16 of the Securities Exchange Act of 1934 as follows:67 Each executive officer is assigned a target award opportunity that is expressed as a multiple of salary. The Company performance component (as reflected by the Company Scorecard) is multiplied by the target award opportunity. The Company performance component can range between 50% and 200% of target. If the combined results of the three metrics do not total at least 50, no payout will be made. GENERAL INFORMATION REGARDING LONG-TERM INCENTIVES Stock Options Stock options enable executives to share in the financial gain derived from the potential appreciation in stock price from the date the option is granted until the date the option is exercised. The exercise price of a stock option is set as the closing price of Merck common stock as reported on the New York Stock Narrative Information Relating to the Grants of Plan-Based Awards Table General Information Regarding the EIP The EIP is a shareholder-approved plan that is administered by the C&MD Committee. It is designed to provide cash awards to employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, as follows: Each executive officer is assigned a target award opportunity that is expressed as a multiple of salary. The Company performance component (as reflected by the Company Scorecard) is multiplied by the target award opportunity. The Company performance component can range between 50% and 200% of target. If the combined results of the three metrics do not total at least 50, no payout will be made. General Information Regarding Long-Term Incentives Stock Options Stock options enable executives to share in the financial gain derived from the potential appreciation in stock price from the date the option is granted until the date the option is exercised. The exercise price of a stock option is set as the closing price of Merck common stock as reported on the NYSE on the grant date (unless a higher grant price is required under local law). Subject to their terms, stock options generally vest and become exercisable in equal installments on the first, second and third anniversaries of the grant date and expire on the day before the tenth anniversary of the grant date. RSUs RSUs, subject to their terms, generally vest and become payable in equal installments in shares of Merck common stock on the first, second and third anniversaries of the grant date. Dividend equivalents are accrued and paid out in cash if, and when, the RSUs vest. Mr. Clyburn and Mr. DeLuca, Jr. each received special one-time RSU retention grants on May 4, 2021 that would vest in their entirety on the third anniversary of the grant date, subject to their continued employment. In connection with Mr. Clyburn’s resignation as Executive Vice President and President, Human Health, effective February 1, 2022, Mr. Clyburn’s RSU retention grant was forfeited. Please refer to the Retention Actions section on page 58 for more information. PSUs PSUs, subject to their terms, generally vest and become payable in shares of Merck common stock at the end of a three-year performance period provided that minimum performance goals are met. Failure to attain the minimum performance goal results in forfeiture of the shares applicable to the respective award opportunity. PSU awards for continuing executives and performance goals are approved by the C&MD Committee within the first 90 days of the applicable performance cycle. Similar to PSUs granted in 2020, the program design for PSUs granted in 2021 was adjusted as a result of the successful spin-off of our Organon business as follows: 33% of the award will be determined by the Company’s 2021 EPS versus target. 67% of the award will be determined by the Company’s average annual total shareholder return (inclusive of reinvested dividends) relative to the median total shareholder return for our peer group for the three-year performance period (2021-2023). Payouts can range from zero (for below threshold performance) to a maximum of 200% of target. Dividend equivalents are accrued and paid in shares if, and when, the PSUs vest, and are only applied to the portion of the award that is earned. Merck & Co., Inc. 2022 Proxy Statement 68 Outstanding Equity Awards The following table provides details about each outstanding equity award held by the Named Executive Officers as of December 31, 2021. Outstanding Equity Awards for Fiscal Year Ended December 31, 2021     Option Awards           Stock Awards   Name   Number of Securities Underlying Unexercised Options Exercisable (#)(1)     Number of Securities Underlying Unexercised Options Unexercisable (#)(1)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Grant Date     Option Exercise Price ($)     Vesting Date     Option Expiration Date            Number of Shares or Units of Stock That Have Not Vested (#)(2)     Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(5)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)   Davis     167,613                                   5/5/17       $62.07       5/5/18       5/4/27                                                                               143,329                                   5/4/18       56.04       5/4/19       5/3/28                                                                               77,578       38,792                     5/3/19       77.62       5/3/20       5/2/29                                                                               41,509       83,020                     5/1/20       75.36       5/1/21       4/30/30                                                                                             290,272                     5/4/21       73.73       5/4/22       5/3/31                                                                                                                                                                                                                           75,016 (3)      $5,749,226                                                                                                                                                       172,204 (4)      13,197,715   Frazier     567,084                                   5/9/14       $56.49       5/9/15       5/8/24                                                                               765,828                                   5/1/15       58.08       5/1/16       4/30/25                                                                               839,941                                   5/10/16       53.06       5/10/17       5/9/26                                                                               551,360                                   5/5/17       62.07       5/5/18       5/4/27                                                                               490,337                                   5/4/18       56.04       5/4/19       5/3/28                                                                               290,926       145,464                     5/3/19       77.62       5/3/20       5/2/29                                                                               163,444       326,890                     5/1/20       75.36       5/1/21       4/30/30                                                                                             339,177                     5/4/21       73.73       5/4/22       5/3/31                                                                                                                                                                                                                           295,378 (3)      $22,637,770                                                                                                                                                       201,214 (4)      15,421,041   Litchfield     38,291                                   5/1/15       $58.08       5/1/16       4/30/25                                                                               41,997                                   5/10/16       53.06       5/10/17       5/9/26                                                                               26,465                                   5/5/17       62.07       5/5/18       5/4/27                                                                               22,630                                   5/4/18       56.04       5/4/19       5/3/28                                                                               11,634       5,821                     5/3/19       77.62       5/3/20       5/2/29                                                                               6,770       13,543                     5/1/20       75.36       5/1/21       4/30/30                                                                                             69,413                     5/4/21       73.73       5/4/22       5/3/31                                                                                                                                                                                               773       $59,243                                                                                                                                                     1,732       132,740                                                                                                                                                                                 6,992 (3)      $535,867                                                                                                                                                       41,180 (4)      3,156,035   Merck & Co., Inc. 2022 Proxy Statement Outstanding Equity Awards   69 Outstanding Equity Awards for Fiscal Year Ended December 31, 2021     Option Awards           Stock Awards   Name   Number of Securities Underlying Unexercised Options Exercisable (#)(1)     Number of Securities Underlying Unexercised Options Unexercisable (#)(1)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Grant Date     Option Exercise Price ($)     Vesting Date     Option Expiration Date            Number of Shares or Units of Stock That Have Not Vested (#)(2)     Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(5)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)   Clyburn     19,848                       5/2/14       $56.49       5/2/15       5/1/24                                               5,668                       2/9/15       56.60       2/9/16       2/8/25                                               44,673                       5/1/15       58.08       5/1/16       4/30/25                                               55,995                       5/10/16       53.06       5/10/17       5/9/26                                               35,287                       5/5/17       62.07       5/5/18       5/4/27                                               41,489                       5/4/18       56.04       5/4/19       5/3/28                                               34,910       17,456               5/3/19       80.00       5/3/20       5/2/29                                               25,942       51,888               5/1/20       77.67       5/1/21       4/30/30                                                       135,671               5/4/21       73.73       5/4/22       5/3/31                                                                                                               40,690       $3,118,482                                                                                                       46,886 (3)      $3,593,343                                                                                         80,486 (4)      6,168,447   DeLuca, Jr.     59,564                       5/1/15       58.08       5/1/16       4/30/25                                               104,993                       5/10/16       53.06       5/10/17       5/9/26                                               66,163                       5/5/17       62.07       5/5/18       5/4/27                                               75,436                       5/4/18       56.04       5/4/19       5/3/28                                               38,790       19,395               5/3/19       80.00       5/3/20       5/2/29                                               25,942       51,888               5/1/20       77.67       5/1/21       4/30/30                                                       85,188               5/4/21       73.73       5/4/22       5/3/31                                                                                                               27,126       $2,078,937                                                                                                       46,886 (3)      $3,593,343                                                                                         50,538 (4)      3,873,232   Li     14,702                       5/5/17       62.07       5/5/18       5/4/27                                               15,087                       5/4/18       56.04       5/4/19       5/3/28                                               11,634       5,821               5/3/19       80.00       5/3/20       5/2/29                                               7,004       14,010               5/1/20       77.67       5/1/21       4/30/30                                               1,296       2,595               5/1/20       77.67       5/1/21       4/30/30                                                       94,654               5/4/21       73.73       5/4/22       5/3/31                                                                                                               773       $59,243                                                                                       1,791       137,262                                                                                       332       25,444                                                                                                       8,574 (3)      $657,111                                                                                         56,154 (4)      4,303,643   (1) Stock options generally vest and become exercisable in equal installments on the first, second and third anniversaries of the grant date, and expire on the day before the tenth anniversary of the grant date. The date set forth in the “Vesting Date” column represents the first vesting date for such award. Upon retirement, if a retiree has unvested stock options that would have become exercisable within 12 months following retirement had the retiree remained employed, such unvested options vest and become exercisable on the applicable scheduled date and the remainder expire as of the retirement date. Merck & Co., Inc. 2022 Proxy Statement 70      RSUs  Outstanding Equity Awards   Restricted Stock Units (“RSUs”), subject to their terms, generally vest and become payable in equal installments in shares of Merck common stock on the first, second and third anniversaries of the grant date. Dividend equivalents are accrued and paid out in cash if and when the RSUs vest.   (2) PSUs Performance Share Units (“PSUs”), subject to their terms, generally vest and becomeRSUs are payable in shares of Merck common stock at the end of a three-year performance period provided that minimum performance goals are met. Failure to attain the minimum performance goal results in forfeiture of the shares applicable to the respective award opportunity. PSU awards for continuing executives and performance goals are approved by the C&B Committee within the first 90 days of the applicable performance cycle. For PSUs granted prior to January 1, 2017, final awards were determined over a three-year cumulative performance period, based on the following: 50% of the award will be determined by the Company’s Operating Cash Flow vs. target for the three-year performance period. 50% of the award will be determined by the Company’s average annual TSR relative to the median TSR of our Peer Group for the three-year performance period. Payouts can range from zero (for below threshold performance) to a maximum of 200% of target. Dividend equivalents are accrued and paid in shares if and when the PSUs vest and are only applied to the portion of the award that is earned. Payouts were made for the 2016-2018 performance period in February 2019. For PSUs granted on or after January 1, 2017, final awards will be determined over a three-year cumulative performance period based on the following: 25% of the award will be determined by the Company’s Operating Cash Flow vs. target for the three-year performance period. 25% of the award will be determined by the Company’s Cumulative Earnings Per Share vs. target for the three-year performance period. 50% of the award will be determined by the Company’s average annual TSR relative to the median TSR of our Peer Group for the three-year performance period. Payouts can range from zero (for below threshold performance) to a maximum of 200% of target. Dividend equivalents are accrued and paid in shares, if and when the PSUs vest, and are only applied to the portion of the award that is earned. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 63 OUTSTANDING EQUITY AWARDS The following table provides details about each outstanding equity award held by the Named Executive Officers as of December 31, 2018. OUTSTANDING EQUITY AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2018   Option Awards   Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (#) (1)  Number of Securities Underlying Unexercised Options Unexercisable (#) (1)  Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Grant Date   Option Exercise Price ($)   Vesting Date   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)  Market Value of Shares or Units of Stock That Have Not Vested ($) (2)(5)  Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5)  K.C. Frazier 694,698           05/02/12   $ 39.29   05/02/13   05/01/22                     644,122           05/06/13   44.98   05/06/14   05/05/23                     550,206           05/09/14   58.22   05/09/15   05/08/24                     743,034           05/01/15   59.86   05/01/16   04/30/25                     543,294   271,647       05/10/16   54.68   05/10/17   05/09/26                     178,316   356,634       05/05/17   63.97   05/05/18   05/04/27                         475,743       05/04/18   57.75   05/04/19   05/03/28                                                         275,418 (3) $21,044,689                                         334,128 (4) 25,530,720   R.M. Davis 192,572           05/09/14   $ 58.22   05/09/15   05/08/24                     216,718           05/01/15   59.86   05/01/16   04/30/25                     167,514   83,759       05/10/16   54.68   05/10/17   05/09/26                     54,208   108,417       05/05/17   63.97   05/05/18   05/04/27                         139,063       05/04/18   57.75   05/04/19   05/03/28                                                         83,726 (3) $6,397,504                                         97,668 (4) 7,462,812   R.M. Perlmutter 192,572           05/09/14   $ 58.22   05/09/15   05/08/24                     247,678           05/01/15   59.86   05/01/16   04/30/25                     181,098   90,549       05/10/16   54.68   05/10/17   05/09/26                     57,061   114,123       05/05/17   63.97   05/05/18   05/04/27                         146,383       05/04/18   57.75   05/04/19   05/03/28                                                         88,134 (3)  $ 6,734,319                                         102,808 (4) 7,855,559   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 64 OUTSTANDING EQUITY AWARDS OUTSTANDING EQUITY AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2018   Option Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options Exercisable (#) (1)  Number of Securities Underlying Unexercised Options Unexercisable (#) (1)  Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Grant Date   Option Exercise Price ($)   Vesting Date   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)  Market Value of Shares or Units of Stock That Have Not Vested ($) (2)(5)  Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5)  A.H. Schechter 244,767           05/06/13   $ 44.98   05/06/14   05/05/23                     209,078           05/09/14   58.22   05/09/15   05/08/24                     235,294           05/01/15   59.86   05/01/16   04/30/25                     172,042   86,023       05/10/16   54.68   05/10/17   05/09/26                     54,208   108,417       05/05/17   63.97   05/05/18   05/04/27                         139,063       05/04/18   57.75   05/04/19   05/03/28                                                         83,726 (3) $ 6,397,504                                         97,668 (4) 7,462,812   J.L. Zachary     73,191       05/04/18   $ 57.75   05/04/19   05/03/28                                                 17,316   $1,323,116                                                 48,484 (4) $3,704,662   (1) Stock options generally vest and become exercisable in equal installments on the first, second and third anniversaries of the grant date, and expire on the day before the tenth anniversary of the grant date. The date set forth in the “Vesting Date” column represents the first vesting date for such award. Stock options also vest upon attainment of eligibility to retire, in which case they become exercisable in equal installments on the first, second and third anniversaries of the grant date. Since 2013, unvested options for retirees that otherwise would have vested within 12 months following retirement become exercisable in accordance with their original schedule. (2) Beginning in 2018, RSUs vest and are payable in shares of Merck common stock in equal installments on the first, second and third anniversaries of the grant date, provided the individual remains continuously employed through the vesting date. (3) Maximum (200% of target) of PSUs granted during 2017 that may be earned based on Merck’s performance, as determined by the C&B Committee, following the completion of the three-year performance period ending December 31, 2019. (4) Maximum (200% of target) of PSUs granted during 2018 that may be earned based on Merck’s performance, as determined by the C&B Committee, following the completion of the three-year performance period ending December 31, 2020. (5) The market value of the units reported in this column was computed by multiplying the number of such units by $76.41, the closing price of Merck common stock on December 31, 2018. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents   65 OPTION EXERCISES AND STOCK VESTED The following table provides information about stock options that were exercised and stock units that vested during 2018. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2018     Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise  (#)   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#)(2)   Value Realized on Vesting ($)(3)   K.C. Frazier   787,792   $26,473,089   183,684   $14,764,520   R.M. Davis   —   —   56,636   4,552,402   R.M. Perlmutter   225,443   6,818,298   61,229   4,921,587   A.H. Schechter   528,873   16,523,009   58,167   4,675,463   J.L. Zachary   —   —   —   —   (1) This column represents the values realized upon stock option exercises during 2018, which were calculated based on the difference between the market price of Merck common stock at the time of exercise and the exercise price of the option. (2) This column represents the vesting during 2018 of PSUs granted in 2016 that were paid on February 25, 2019, including dividends accrued and paid in shares. The total net after-tax number of shares of Merck common stock received from the vesting of PSUs was 105,765 for Mr. Frazier, 30,610 for Mr. Davis, 32,937 for Dr. Perlmutter, and 33,491 for Mr. Schechter. Ms. Zachary was hired on April 16, 2018. (3) The value realized for PSUs was determined by multiplying the number of units that vested by the market price of Merck common stock on February 25, 2019. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 66 PENSION BENEFITS The table below sets forth information concerning the present value of benefits accumulated by the Named Executive Officers from two defined benefit pension plans: the Retirement Plan for the Salaried Employees of MSD (the “Qualified Plan”) and the MSD Supplemental Retirement Plan (the “SRP”). The terms of the plans are described below. PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2018 Name   Plan Name     Number of Years Credited Service (#) (2)      Number of Years Cash Balance Service (#) (3)      Present Value of Accumulated Benefit ($) (4)    Payments During Last Fiscal Year ($)   K.C. Frazier(1)    Qualified Plan     26.50       26.58     $    1,420,680     $    0       SRP     26.50       26.58       24,098,426       0   R.M. Davis   Qualified Plan     —       4.67       91,947       0       SRP     —       4.67       544,010       0   R.M. Perlmutter   Qualified Plan     3.50       9.58       263,092       0       SRP     3.50       9.58       1,426,709       0   A.H. Schechter   Qualified Plan     30.50       30.50       1,265,280       0       SRP     30.50       30.50       10,150,515       0   J.L. Zachary   Qualified Plan     —       .67       15,125       0       SRP     —       .67       15,337       0   (1) As of December 31, 2018, Mr. Frazier was eligible for early retirement subsidies under the Qualified Plan and SRP. (2) This column shows the number of years of Credited Service that is used for benefit accrual purposes and eligibility purposes under the Final Average Pay formula of the Qualified Plan and the SRP. The Final Average Pay formula is applicable only for participants who were actively employed on December 31, 2012. Participants hired (or rehired) after December 31, 2012, receive benefits under a Cash Balance formula that does not rely on Credited Service. For employees actively employed on December 31, 2012, Credited Service for the Final Average Pay formula begins with the January 1 or July 1 that coincides with or follows a participant’s hire date, and ends with the last full month of employment. Credited Service is earned through the earlier of termination or December 31, 2019. After December 31, 2019, all benefits will be calculated under a Cash Balance formula. A maximum of 35 years of Credited Service may be earned. For rehires after December 31, 2012 (Dr. Perlmutter), Credited Service for benefit accrual purposes ends at the original date of termination. Mr. Davis and Ms. Zachary do not have Credited Service because they entered the Plans after December 31, 2012. (3) This column shows the number of years of Cash Balance Service that is used for benefit accrual purposes under the Cash Balance formula of the Qualified Plan and the SRP. Cash Balance Service begins on a participant’s first day of employment, includes all years and completed months of service, and ends on the participant’s date of termination of employment. (4) For the Qualified Plan and the SRP, the actuarial present value is calculated using the same assumptions used for financial statement reporting purposes as set forth in the footnotes to our financial statements, except that commencement is assumed at the earliest unreduced retirement age (with no pre-retirement mortality). The earliest unreduced retirement age is the earlier of age 62 and 10 years of credited service or age 65 with no service requirement. Mr. Frazier and Dr. Perlmutter qualify for unreduced benefits, and valuation occurs as of December 31, 2018. Mr. Davis and Ms. Zachary have only a Cash Balance benefit, which is valued as of December 31, 2018. Some key assumptions include: Discount rate equals 4.4% for the Qualified Plan and 4.3% for the SRP; Mortality based on the sex distinct RP-2014 White Collar Adjusted Mortality Table adjusted back to 2006, with projection based on modified MP-2018 Projection Scale using a 0.75% ultimate rate at most ages; Future lump sum conversion factors calculated by the implied forward rates embedded in the 12/31/2018 Willis Towers Watson RATE:Link 60th to 90th percentile yield curve and mortality defined in IRC Section 417(e)(3)(D); and Assumes that 80% of retirees elect a lump sum and the remaining 20% elect an annuity. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PENSION BENEFITS 67 The NEOs participate in both defined benefit plans, as do other U.S.-based Merck Sharp & Dohme Corp. salaried employees. Benefits payable under the Qualified Plan and the SRP are based on several formulas. Beginning in 2013, a Cash Balance formula was added to replace the Final Average Pay (“FAP”) formula. Employees eligible for U.S. benefits on December 31, 2012, receive transition benefits, which provide the greater of the benefit under the Cash Balance and FAP formulas through December 31, 2019, or the date the participant terminates employment or loses retirement plan eligibility, if earlier. Only Mr. Frazier and Mr. Schechter are eligible for transition benefits. Final Average Pay Formula: For service prior to January 1, 2013, benefits are calculated and shown as a single life annuity normally payable at age 65 (normal retirement date or “NRD”). The amount equals:   *      Limited to 31.25 Cash Balance Formula: For service starting January 1, 2013, benefits are calculated and shown as an account balance that grows with annual pay credits according to the following schedule:   Age + Cash Balance Service at 12/31   Percent of Total Pay credited to Account Balance     At Least Less Than         — 40   4.5%     40 50   5.5%     50 60   6.5%     60 70   8.0%     70 —   10.0%   The account balance also earns interest credits every year at the annual rate of the change in the Consumer Price Index plus 3% (and not less than 3.3%). The account balance is the sum of annual pay credits and interest credits. Final Average Pay. The average of a participant’s highest five consecutive calendar years of Total Pay for the 10 years before the earlier of: Termination of employment, or December 31, 2019, if eligible for the transition provisions. Total Pay is generally base salary and EIP for both the FAP and Cash Balance formulas for the NEOs. Vesting. A participant is generally vested after three years of vesting service. All NEOs are vested except for Ms. Zachary who will become vested on 4/16/2021. A participant who is vested and terminates employment can commence receiving a reduced pension benefit after attaining age 55. FAP benefits are reduced on an actuarial basis. Participants who only have vested benefits under the Cash Balance formula can commence payment of their Qualified Plan benefit immediately upon termination. Early Retirement Subsidies. Under the FAP formula, a participant who is age 55 with at least 10 years of credited service is entitled to early retirement subsidies. Under this provision unreduced benefits may begin at age 62 and benefits that begin before 62 are only reduced by 3% per year. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 68 PENSION BENEFITS SRP Benefits. The Qualified Plan benefits are limited by the Internal Revenue Code. The SRP is an unfunded plan maintained to provide benefits according to the formulas described above without regard to those limits. The SRP also may include benefits based on compensation deferred into the Merck Deferral Program. In addition, employees who were exempt from the Age Discrimination in Employment Act (“ADEA”) and subject to the Company’s mandatory age 65 retirement policy prior to January 1, 1995, were eligible for an additional benefit payable upon retirement from active service at age 64. The additional benefit is an amount calculated under the FAP formula using one additional month of credited service for each month of credited service accrued prior to January 1, 1995 (up to the 35-year cap) minus: (i) the regular benefit payable under the Company Retirement Plans; and (ii) any retirement benefit payable from a plan not sponsored by the Company. The SRP was amended as of January 1, 1995 to prospectively eliminate this additional benefit. Then, in 2009, the Company restricted its mandatory retirement policy to cover only the CEO, which would have required Mr. Frazier to retire no later than December 2019 at which time he would have received an additional 2.5 years of Credited Service, bringing his total to 30 years. However, in 2018 the Company eliminated its Mandatory CEO Retirement Policy entirely. Therefore, Mr. Frazier is no longer required to retire, making him ineligible for the additional benefit. To compensate him for losing the value of the benefit, estimated at approximately $2.5 million, the Company made a $2.5 million credit to Mr. Frazier’s Deferral Program as of December 31, 2018 as shown in the Summary Compensation Table. The credit will be forfeited if his employment ends before January 2020 (unless due to his earlier death or disability). Forms of Benefit. In the Qualified Plan and in the SRP for accruals prior to 2005, a participant generally can choose from several annuity options or a lump sum. Post-2004 SRP accruals are payable in a lump sum or installments of 5 to 10 years. All forms of benefit are actuarially equivalent to the single life annuity. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 69 NONQUALIFIED DEFERRED COMPENSATION The following table shows the executive contributions, earnings and account balances for the Named Executive Officers in the Merck Deferral Program, an unfunded, unsecured deferred compensation plan. The Deferral Program allows participants who are executive officers to defer all or a portion of annual bonus (but not less than $3,000), and/or up to 50% of base salary, subject to certain limitations. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2018 Name   Executive Contributions in 2018 ($) (1)    Registrant Contributions in 2018 ($) (2)    Aggregate Earnings in 2018 ($) (3)    Aggregate Withdrawals/ Distributions in 2018 ($)     Aggregate Balance at 12/31/18 ($) (4)  K.C. Frazier   $ 0     $ 2,680,997 (5)    $ (598,476 )   $ 0     $ 17,006,403   R.M. Davis     0       89,320       (28,405 )     0       360,575   R.M. Perlmutter     0       96,178       (26,381 )     0       536,743   A.H. Schechter     1,229,540       90,439       9,262       0       2,182,680   J.L. Zachary     0       5,538       (164 )     0       5,374   (1) The amounts disclosed in this column were also reported as either “Salary” or “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2018. Those amounts, as well as amounts in the “Aggregate Balance at 12/31/18” column that represent salary or bonus that were reported in the Summary Compensation Table of prior proxy statements, are described in more detail in footnote (4) below. The amount disclosed in this column consists of $1,229,540 of EIP award deferred by Mr. Schechter in 2018. (2) The amounts disclosed in this column represent the Company’s annual 4.5% credit of eligible pay in excess of the IRS limit to the NEOs accounts under the Deferral Program. These amounts are included within the amount disclosed in the “All Other Compensation” column of the Summary Compensation Table for each applicable executive for 2018. (3) This column represents dividends earned plus changes in account value (investment earnings or losses) for the period of January 1, 2018 to December 31, 2018. (4) This column includes deferred compensation earned in earlier years which was disclosed as either “Salary” or “Non-Equity Incentive Plan Awards” in the Summary Compensation Table of prior proxy statements as follows: Frazier, $550,274 for 2017 and $534,591 for 2016. (5) Includes $2.5 million in deferred compensation to offset the loss of pension benefits due to the elimination of the Mandatory CEO Retirement Policy. For additional details, see the Pension Benefits table section on page 66. Deferral Program Investments. Account balances may be invested in phantom investments selected by the executive from an array of investment options that mirrors the funds in the Merck U.S. Savings Plan. Distributions. When participants elect to defer amounts into the Merck Deferral Program, they also elect when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year (regardless of whether employment has then ended) or at a time that begins at or after the executive’s employment has ended. Distributions can be made in a lump sum or up to 15 annual installments. Distributions from the Merck common stock fund are made in shares, with cash payable for any partial share. MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents 70 POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL The section below describes the payments that may be made to the NEOs upon separation, either pursuant to individual agreements or in connection with a change in control (as defined below). For payments made to a participant upon a retirement other than in connection with a separation or change in control, see the Pension Benefits table and related narrative beginning on page 66. SEPARATION The Company provides separation pay and benefits to all of its U.S.-based employees who are employees of Merck Sharp & Dohme Corp., including the NEOs, pursuant to the Merck & Co., Inc. U.S. Separation Benefits Plan (the “Separation Plan”). An amount related to the executive’s target annual incentive award is provided under certain circumstances. To be eligible for all of the benefits described below, a general release of claims is required, as well as compliance with non-disparagement, cooperation with litigation and, in some cases, non-competition and non-solicitation agreements in connection with, and at the time of, the separation. Severance Pay. The Separation Plan provides severance pay to employees whose employment is terminated due to organizational changes, including discontinuance of operations, location closings, corporate restructuring, or a general reduction in work force. For eligible separations during 2018, certain management-level employees, including the NEOs, were eligible to receive the following severance pay, payable in a lump sum. Years of Continuous Service at Separation Date Weeks of Severance Pay Less than 1 year 26 1– 4 years 40 5 years or more 40 plus 2 additional weeks for each year of continuous service beyond 4 years (maximum 78 total) Health and Welfare Continuation. Separated employees are eligible for continued participation in the Company’s medical, dental and basic life insurance plans for 26 to 78 weeks, depending on their years of continuous service, by paying contributions at the same rate as paid by active employees. Financial Planning Benefits and Outplacement Assistance. Certain management-level employees, including the NEOs, are eligible for up to 6 months of financial planning benefits and up to 12 months of executive outplacement services. EIP AWARDS As part of our standard practice for separated employees and depending on the date of separation, we may pay an amount in lieu of a bonus payout under the EIP. If employment terminates following the end of the performance year, the executive will be considered for a bonus on the same terms and conditions as other employees with respect to the previous year’s performance. If employment terminates between January 1 and June 30 of the performance year, the employee is not eligible for payment of a bonus for the year in which separation occurred, unless the employee is retirement eligible. Retirement eligible employees may receive a special payment in lieu of any award under the EIP. The amount of the special payment is based on his or her target award and the number of months worked in the current year. MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL INDIVIDUAL AGREEMENTS AND ARRANGEMENTS 71 If employment terminates after June 30 and before December 31 of the performance year, a special payment is made in lieu of any award under the EIP. The amount of the special payment is based on the employee’s target award and the number of months worked in the current year. EFFECTS UNDER OTHER BENEFIT PLANS Separated employees may be eligible for additional benefits under other plans as described below. In general, these benefits are only provided in exchange for a valid release of claims. Retirement Plan Bridge. This benefit is available to employees who would have been at least age 50 with at least 10 years of Cash Balance Service as of December 31 of the year in which their separation occurs. These employees receive a pro-rata portion of the enhancement provided by early retirement subsidies as described in the Pension Benefits section beginning on page 66. The pro-ration equals the percentage of the employee’s Credited Service on the separation date divided by the Credited Service the employee would have had if employment had continued until the employee was first eligible to be treated as an early retiree. Retiree Healthcare Bridge. If the employee is at least age 52 with 10 years of Cash Balance Service as of December 31 of the year in which separation occurs he/she is eligible for subsidized retiree medical benefits in accordance with the plan provisions applicable to similarly situated retired employees, as they may be amended from time to time. Options, RSUs and PSUs. In 2018, all separated bridged employees are eligible to be treated in accordance with plan provisions applicable to retired employees with respect to options, RSUs and PSUs granted to them before 2013. For grants occurring during or after 2013, generally, separated bridged employees are eligible to be treated in accordance with the plan provisions applicable to retired employees only if they are also eligible for subsidized retiree medical benefits. If they are not also eligible for subsidized retiree medical benefits, separated bridged employees will be treated in accordance with the plan provisions applicable to involuntarily terminated employees. INDIVIDUAL AGREEMENTS AND ARRANGEMENTS On March 27, 2018, the Board appointed Jennifer L. Zachary as Executive Vice President and General Counsel, effective April 16, 2018. Pursuant to the Company’s offer letter dated March 16, 2018 (the “Offer Letter”), Ms. Zachary will be provided with the following: Annual Base Salary of $800,000, subject to annual review by the C&B Committee; Eligibility to participate in the Company’s Executive Incentive Plan with a target bonus for the 2018 performance year of 95% of her Annual Base Salary; Eligibility to receive an annual equity-based grant beginning in 2018 pursuant to the Company’s Long-Term Incentive Program with a target value of $2,000,000; Sign-On Bonus of $750,000 payable in a single installment in the first pay period following her start date. Ms. Zachary’s right to retain the payment is conditioned on her continued employment for 24 months after her start date, but if her employment is terminated for good reason, or by the Company other than for cause, within 24 months of appointment of a successor CEO to Kenneth Frazier, any repayment obligation will be forgiven; A grant of RSUs valued at approximately $1,000,000 to be made on the first quarterly grant date immediately following her start date. The RSUs will vest and are payable as shares of Merck common stock in equal installments on the first, second and third anniversaries of the grant date;date, provided the individual remains continuously employed through the vesting date. Mr. Clyburn and Mr. DeLuca, Jr. each received special one-time RSU retention grants on May 4, 2021, vesting in their entirety at the end of a three-year period, subject to continued employment. Upon retirement, if a retiree has unvested RSUs, a pro rata portion will be distributed to the retiree on the dates on which the RSUs would have vested had employment continued. The pro rata portion is determined based on the number of completed months of employment during the 3-year vesting period relative to the total length of the period, i.e. 36 months. The remaining portion of unvested RSUs is forfeited as of the retirement date. (3) Maximum (200% of target) of PSUs granted during 2020 that may be earned based on Merck’s performance, as determined by the C&MD Committee, following the completion of the three-year performance period ending December 31, 2022. (4) Maximum (200% of target) of PSUs granted during 2021 that may be earned based on Merck’s performance, as determined by the C&MD Committee, following the completion of the three-year performance period ending December 31, 2023. (5) The market value of the units reported in this column was computed by multiplying the number of such units by $76.64, the closing price of Merck common stock on December 31, 2021. Merck & Co., Inc. 2022 Proxy Statement 71 Option Exercises and Stock Vested The following table provides information about stock options that were exercised and stock units that vested during 2021. Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2021        Option Awards        Stock Awards   Name      Number of Shares Acquired on Exercise (#)        Value Realized on Exercise ($)(1)        Number of Shares Acquired on Vesting (#)(2)      Value Realized on Vesting ($)(3)   Davis        —          $—          53,457 (a)       $3,929,624   Frazier        663,881          25,632,956          200,456 (a)       14,735,521   Litchfield        22,683          782,813          4,584 (a)       336,970   Clyburn        59,086          2,173,380          24,056 (a)       1,768,357   DeLuca, Jr.        165,187          6,107,450          26,728 (a)       1,964,775   Li        —          —          4,584 (a)       336,970   (1) This column represents the values realized upon stock option exercises during 2021, which were calculated based on the difference between the market price of Merck common stock at the time of exercise and the exercise price of the option. (2) This column represents the vesting during 2021 of the following: (a) PSUs granted in 2019 that were paid on February 24, 2022, including dividends accrued and paid in shares. The total net after-tax number of shares of Merck common stock received from the vesting of PSUs was 29,896 for Mr. Davis, 119,488 for Mr. Frazier, 2,429 for Ms. Litchfield, 14,541 for Mr. Clyburn, 15,966 for Mr. DeLuca, Jr., and 3,023 for Dr. Li. (3) The value realized for PSUs was determined by multiplying the number of vested units by the market price of Merck common stock on February 24, 2022. Merck & Co., Inc. 2022 Proxy Statement 72 Pension Benefits The table below sets forth information concerning the present value of benefits accumulated by the Named Executive Officers from: the Merck U.S. Pension Plan (the “Qualified Plan”), the MSD Supplemental Retirement Plan (the “SRP”) and U.K. Pension Plan (see footnote 4 below). The terms of the U.S. plans are described below. Pension Benefits for Fiscal Year Ended December 31, 2021 Name    Plan Name      Number of Years Credited Service (#)(1)      Number of Years Cash Balance Service (#)(2)      Present Value of Accumulated Benefit ($)(3)      Payments During Last Fiscal Year ($)   Davis      Qualified Plan        —        7.67        $211,168        $0            SRP        —        7.67        1,465,456        0   Frazier      Qualified Plan        27.50        29.58        1,608,271        0            SRP        27.50        29.58        29,403,403        0   Litchfield(4)      Qualified Plan        —        31.25        75,094        0          SRP        —        31.25        221,036        0            U.K. Pension Plan        26.25        —        4,663,183        0   Clyburn      Qualified Plan        11.50        13.92        687,878        0            SRP        11.50        13.92        2,821,094        0   DeLuca, Jr.      Qualified Plan        8.00        10.25        513,036        0            SRP        8.00        10.25        2,350,605        0   Li      Qualified Plan        —        4.75        126,298        0            SRP        —        4.75        294,500        0   (1) This column shows the number of years of Credited Service that is used for benefit accrual purposes and eligibility purposes under the Final Average Pay formula of the Qualified Plan and the SRP. The Final Average Pay formula is applicable only for participants who were actively employed on December 31, 2012. Participants hired (or rehired) after December 31, 2012 receive benefits under a Cash Balance formula that does not rely on Credited Service. For employees actively employed on December 31, 2012, Credited Service for the Final Average Pay formula begins with the January 1 or July 1 that coincides with or follows a participant’s hire date and ends with the last full month of employment. Credited Service is earned through the earlier of termination or December 31, 2019. After December 31, 2019, all benefits will be calculated under the Cash Balance formula. A maximum of 35 years of Credited Service may be earned. Mr. Davis, Ms. Litchfield, and Dr. Li do not have Credited Service because they entered the U.S. Plans after December 31, 2012 and only have a benefit under the Cash Balance formula. The number of years of Credited Service for Ms. Litchfield in the U.K. Pension Plan row shown is used for benefit accrual purposes while she participated in the plan prior to her transfer from the U.K. to the U.S. Prior to January 1, 2020, Ms. Litchfield was not a U.S. based employee and not eligible for the U.S. Pension Plan and the MSD Supplemental Retirement Plan. (2) This column shows the number of years of Cash Balance Service that is used for benefit accrual purposes under the Cash Balance formula of the Qualified Plan and the SRP. Cash Balance Service begins on a participant’s first day of employment, includes all years and completed months of service, and ends on the participant’s date of termination of employment. The Cash Balance Service for Ms. Litchfield is based on her original hire date and is used to determine the pay credit level under the Cash Balance formula. Benefit accruals under the Cash Balance formula did not start until January 1, 2020, effective with her transfer to the U.S. Prior to January 1, 2020, Ms. Litchfield was not a U.S. based employee and not eligible for the U.S. Pension Plan and the MSD Supplemental Retirement Plan. (3) For the Qualified Plan and the SRP, the actuarial present value is calculated using the same assumptions used for financial statement reporting purposes as set forth in the footnotes to our financial statements, except that commencement is assumed at the earliest unreduced retirement age (with no pre-retirement mortality). The earliest unreduced retirement age is the earlier of age 62 and 10 years of Credited Service (including service under the Cash Balance formula) or age 65 with no service requirement. Mr. Frazier qualifies for unreduced benefits, and valuation occurred as of December 31, 2021. The Cash Balance account as of December 31, 2021 is projected to the earliest unreduced retirement age based on the assumed interest crediting rate. Mr. Davis, Ms. Litchfield, and Dr. Li have only a Cash Balance benefit, which is valued as of December 31, 2021. Some key assumptions include: Discount rate equals 3.0% for the Qualified Plan and 2.8% for the SRP; Merck & Co., Inc. 2022 Proxy Statement Pension Benefits   73 Interest crediting rate equals 4.95% for both the Qualified Plan and the SRP; Mortality based on 100% of the sex distinct Pri-2012 White Collar Mortality Table, with projection based on modified MP-2021 Projection Scale using a 0.75% ultimate rate at most ages; Future lump sum conversion factors calculated by implied forward rates embedded in the 12/31/2021 Willis Towers Watson RATE:Link 60th to 90th percentile yield curve and mortality defined in Internal Revenue Code Section 417(e)(3); and Assumes that 80% of retirees elect a lump sum and the remaining 20% elect an annuity for the Qualified Plan and assumes 100% of retirees elect a lump sum for the SRP.   Eligibility to receive enhanced severance (4) The amounts in the event of terminationtable for reason other than cause or if terminatedthe U.K. Pension Plan for good reason within 24 months of the appointment of a successor CEO to Kenneth Frazier equal to one times base salary plus target annual cash incentive; Reimbursement of certain expenses associated with Ms. Zachary’s move ofLitchfield reflect benefits accrued during her residence in accordance with the Company’s Relocation Program; and Participation in other benefits plans in accordance with the Company’s practices for other executives of a similar level, including participation in the plan plus legally required U.K. pension consumer price index increases. The amounts reported represent the actuarial present value of the accrued benefit payable at age 65, and converted from GBP to USD using an exchange rate ($1/£) of 1.342696 as of December 31, 2021. The NEOs participate in both U.S. defined benefit plans, as do other U.S.-based Merck Sharp & Dohme Corp. salaried employees. Benefits payable under the Qualified Plan and the SRP are based on several formulas. Beginning in 2013, a Cash Balance formula was added to replace the Final Average Pay (“FAP”) formula. Employees eligible for U.S. benefits on December 31, 2012 receive transition benefits, which provide the greater of the benefit under the Cash Balance and FAP formulas through December 31, 2019, or the date the participant terminates employment or loses retirement plan eligibility, if earlier. Only Mr. Frazier, Mr. DeLuca, Jr. and Mr. Clyburn are eligible for transition benefits. Final Average Pay Formula: For service prior to January 1, 2013, benefits are calculated and shown as a single life annuity normally payable at age 65 (normal retirement date or “NRD”). The amount equals: * Limited to 31.25 Cash Balance Formula: For service starting January 1, 2013, benefits are calculated and shown as an account balance that grows with annual pay credits according to the following schedule: Age + Cash Balance Service at 12/31    Percent of Total Pay credited to Account Balance At Least    Less Than         —    40    4.5% 40    50    5.5% 50    60    6.5% 60    70    8.0% 70    —    10.0% The account balance also earns interest credits every year at the annual rate of the change in the Consumer Price Index plus 3% (and not less than 3.3%). The account balance is the sum of annual pay credits and interest credits. Final Average Pay. The average of a participant’s highest five consecutive calendar years of Total Pay for the 10 years before the earlier of: Termination of employment, or December 31, 2019, if eligible for the transition provisions. Total Pay is generally base salary and EIP for both the FAP and Cash Balance formulas for the NEOs. Vesting. A participant is generally vested after three years of vesting service. All NEOs are vested. A participant who is vested and terminates employment can commence receiving a reduced pension benefit after attaining age 55. FAP benefits are reduced on an actuarial basis. Participants who only have vested benefits under the Cash Balance formula can commence payment of their Qualified Plan benefit immediately upon termination. Merck & Co., Inc. 2022 Proxy Statement 74   Pension Benefits Early Retirement Subsidies. Under the FAP formula, a participant who is age 55 with at least 10 years of credited service is entitled to early retirement subsidies. Under this provision unreduced benefits may begin at age 62 and benefits that begin before 62 are only reduced by 3% per year. SRP Benefits. The Qualified Plan benefits are limited by the Internal Revenue Code. The SRP is an unfunded plan maintained to provide benefits according to the formulas described above without regard to those limits. The SRP also may include benefits based on compensation deferred into the Merck Deferral Program. Forms of Benefit. In the Qualified Plan and in the SRP for accruals prior to 2005, a participant generally can choose from several annuity options or a lump sum. SRP accruals post-2004 are payable in a lump sum or installments of 5 to 10 years. All forms of benefit are actuarially equivalent to the single life annuity. Merck & Co., Inc. 2022 Proxy Statement 75 Nonqualified Deferred Compensation The following table shows the executive contributions, earnings, and account balances for the Named Executive Officers in the Merck Deferral Program, an unfunded, nonqualified, unsecured deferred compensation plan. The Merck Deferral Program allows participants who are executive officers to defer all or a portion of annual bonus (but not less than $3,000), and/or up to 50% of base salary, subject to certain limitations. Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2021 Name      Executive Contributions in 2021 ($)        Registrant Contributions in 2021 ($)(1)        Aggregate Earnings in 2021 ($)(2)        Aggregate Withdrawals/ Distributions in 2021 ($)        Aggregate Balance at 12/31/21 ($)(3)   Davis        $0          $92,124          $139,997          $0          $1,077,132   Frazier        0          153,002          2,454,256          0          25,865,809   Litchfield        0          36,720          9,911          0          93,968   Clyburn        38,758          59,176          221,064          0          1,748,791   DeLuca, Jr.        166,933          48,857          669,716          0          4,135,862   Li        0          43,007          44,987          0          227,197   (1) The amounts disclosed in this column represent the Company’s annual 4.5% credit of eligible pay in excess of the IRS limit to the NEOs’ accounts under the Merck Deferral Program. These amounts are included within the amount disclosed in the “All Other Compensation” column of the Summary Compensation table for each applicable NEO for 2021. (2) This column represents dividends earned plus changes in account value (investment earnings or losses) for the period of January 1, 2021 to December 31, 2021. (3) This column includes deferred compensation earned in earlier years which was disclosed as “Salary,” “Non-Equity Incentive Plan Compensation” or “All Other Compensation” in the Summary Compensation table of prior proxy statements as follows: Davis, $132,950 for 2020 and $98,264 for 2019; Frazier, $273,668 for 2020 and $199,725 for 2019. Ms. Litchfield, Mr. Clyburn, Mr. DeLuca and Dr. Li were not NEOs prior to 2021. Merck Deferral Program Investments. Account balances may be invested in phantom investments selected by the executive from an array of investment options that mirrors the funds in the Merck U.S. Savings Plan. Distributions. When participants elect to defer amounts into the Merck Deferral Program, they also elect when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year (regardless of whether employment has then ended) or at a time that begins at or after the executive’s employment has ended. Distributions can be made in a lump sum or up to 15 annual installments. Distributions from the Merck common stock fund are made in shares, with cash payable for any partial share. Merck & Co., Inc. 2022 Proxy Statement 76 Potential Payments Upon Termination or a Change in Control The section below describes the payments that may be made to the NEOs upon separation, either pursuant to individual agreements or in connection with a change in control (as defined below). For payments made to a participant upon a retirement other than in connection with a separation or change in control, see the Pension Benefits table and related narrative beginning on page 72. Separation The Company provides separation pay and benefits to all of its U.S.-based employees who are employees of Merck Sharp & Dohme Corp., including the NEOs, pursuant to the Merck & Co., Inc. U.S. Separation Benefits Plan (the “Separation Plan”). An amount related to the executive’s target annual incentive award is provided under certain circumstances. To be eligible for all of the benefits described below, a general release of claims is required, as well as compliance with non-disparagement, cooperation with litigation and, in some cases, non-competition and non-solicitation agreements in connection with, and at the time of, the separation. Severance Pay. The Separation Plan provides severance pay to employees whose employment is terminated due to organizational changes, including discontinuance of operations, location closings, corporate restructuring or a general reduction in work force. For eligible separations during 2021, certain management-level employees, including the NEOs, were eligible to receive the following severance pay, payable in a lump sum. Years of Continuous Service at Separation Date Weeks of Severance Pay Less than 1 year 26 1-4 years 40 5 years or more 40 plus 2 additional weeks for each year of continuous service beyond 4 years (maximum 78 total) Health and Welfare Continuation. Separated employees are eligible for continued participation in the Company’s medical, dental and basic life insurance plans for 26 to 78 weeks, depending on their years of continuous service, by paying contributions at the same rate as paid by active employees. Outplacement Assistance. Certain management-level employees, including the NEOs, are eligible for up to 12 months of executive outplacement services. EIP Awards As part of our standard practice for separated employees and depending on the date of separation, we may pay an amount in lieu of a bonus payout under the EIP. If employment terminates following the end of the performance year, the executive will be considered for a bonus on the same terms and conditions as other employees with respect to the previous year’s performance. If employment terminates between January 1 and June 30 of the performance year, the employee is not eligible for payment of a bonus for the year in which separation occurred, unless the employee is retirement eligible. Retirement eligible employees may receive a special payment in lieu of any award under the EIP. The amount of the special payment is based on his or her target award and the number of months worked in the current year. If employment terminates after June 30 and before December 31 of the performance year, a special payment is made in lieu of any award under the EIP. The amount of the special payment is based on the employee’s target award and the number of months worked in the current year. Merck & Co., Inc. 2022 Proxy Statement Potential Payments Upon Termination or a Change in Control  Plan. Individual Agreements and Arrangements   77 Effects Under Other Benefit Plans Separated employees may be eligible for additional benefits under other plans as described below. In general, these benefits are only provided in exchange for a valid release of claims. Retirement Plan Bridge. This benefit is available to employees who would have been at least age 50 with at least 10 years of Cash Balance Service as of December 31 of the year in which their separation occurs. These employees receive a pro-rata portion of the enhancement provided by early retirement subsidies as described in the Pension Benefits section beginning on page 72. The pro-rata portion equals the percentage of the employee’s Credited Service on the separation date divided by the Credited Service the employee would have had if employment had continued until the employee was first eligible to be treated as an early retiree. Retiree Healthcare Bridge. If the employee is at least age 52 with 10 years of Cash Balance Service as of December 31 of the year in which separation occurs they are eligible for subsidized retiree medical benefits in accordance with the plan provisions applicable to similarly situated retired employees, as they may be amended from time to time. Options, RSUs and PSUs. In 2021, all separated employees who are entitled to the Retirement Plan Bridge, as described above, are also eligible to be treated in accordance with the equity plan’s provisions applicable to retired employees with respect to stock options granted to them before 2013. For stock option, RSU and PSU grants occurring during or after 2013, generally, separated “bridged” employees are eligible to be treated in accordance with the equity plan’s provisions applicable to retired employees only if they are also eligible for subsidized retiree medical benefits. If they are not also eligible for subsidized retiree medical benefits, separated bridged employees will be treated in accordance with the equity plan’s provisions applicable to involuntarily terminated employees. Individual Agreements and Arrangements When Robert M. Davis was appointed Executive Vice President and Chief Financial Officer by the Board effective April 23, 2014, to compensate Mr. Davis for pension benefits he forfeited upon leaving his prior employer, his offer letter provides for a cash payment of $2,000,000 within 90 days of his termination of employment (other than for cause) provided that he was employed for at least 10 years with no breaks in service. The terms of this offer letter continue in full force and effect following his promotions that occurred in 2021. Merck & Co., Inc. 2022 Proxy Statement 78   Potential Payments Upon Termination or a Change in Control    Change in Control Change in Control Participants in the Change in Control Plan include the NEOs as well as certain other senior executives whose participation was allowed to continue when the C&MD Committee otherwise reduced the size of the participant population in 2012. With respect to the NEOs, the severance benefits described below would be provided upon qualifying terminations of employment within two years following a change in control. Cash severance paid in a lump sum within 90 days following employment termination in an amount equal to three (for the CEO) or two (for the other NEOs) times the sum of the NEO’s base salary, plus the lesser of (a) the NEO’s target bonus amount or (b) the average of the actual bonuses paid to the NEO in the three years immediately preceding termination while the NEO was serving in the same position as he or she was serving immediately prior to termination, annualized for partial or incomplete years in such position. Pro-rata annual cash incentive at target levels, paid in a lump sum within 90 days following employment termination. Continued medical, dental and life insurance benefits at active-employee rates for a period of up to three years for the CEO and for up to two years for the other NEOs. These benefits are reduced by benefits obtained from a subsequent employer. If the NEO would have attained specified age and service levels within two years following the change in control, then the NEO is entitled to (1) subsidized and/ or unreduced pension benefits upon commencement of pension benefits in accordance with plan terms after termination of employment, and (2) subsidized retiree medical benefits as a retiree under our health plans commencing immediately after the expiration of the benefit continuation period at active-employee rates as described above. An NEO who is a participant in the Company’s pension plan will become vested (if not already) in the applicable accrued benefit as of the termination date. Continued financial planning benefits and outplacement assistance benefits for up to 12 months. A “change in control” for purposes of the Change in Control Plan generally consists of any of the following: An acquisition of more than 30% of the Company’s voting securities (other than acquisitions directly from the Company); or The current Board (and their approved successors) ceasing, over any consecutive 24-month period, to constitute a majority of the board of directors of a successor to the Company; or The consummation of a merger, consolidation or reorganization, unless   - As of December 31, 2018, we agreed with Mr. Schechter that he would act as a special advisor to our Chief Executive Officer for six months, after which he will retire. Mr. Schechter is eligible for benefits under the Company’s U.S. Separation Benefits Plan, which provides 78 weeksshareholders of separation pay as well as certain health and welfare benefits. In addition, Mr. Schechter agreed to a one-year non-competition agreement, in consideration for which the Company agreedprior to pay Mr. Schechter $1,000,000.the transaction hold at least 50% of the voting securities of the successor; MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents 72 POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL CHANGE IN CONTROL   - Robert M. Davis was appointed Executive Vice President and Chief Financial Officer bythe members of the Board effective April 23, 2014. To compensate Mr. Davis for pension benefits he forfeited upon leaving his prior employer, his agreement provides for a cash payment of $2,000,000 within 90 days of his termination of employment (other than for cause) provided that he was employed forto the transaction constitute at least 10 years with no breaks in service. CHANGE IN CONTROL Participants in the Change in Control Plan include the NEOs as well as certain other senior executives whose participation was grandfathered in 2012 when the C&B Committee reduced the size of the participant population. With respect to the NEOs, the severance benefits described below would be provided upon qualifying terminations of employment within two years following a change in control. Cash severance paid in a lump sum within 90 days following employment termination in an amount equal to three (for the CEO) or two (for the other NEOs) times the sum of the NEO’s base salary, plus the lesser of (a) the NEO’s target bonus amount or (b) the average of the actual bonuses paid to the NEO in the three years immediately preceding termination while the NEO was serving in the same position as he or she was serving immediately prior to termination, annualized for partial or incomplete years in such position. Pro-rata annual cash incentive at target levels, paid in a lump sum within 90 days following employment termination. Continued medical, dental and life insurance benefits at active-employee rates for a period of up to three years for the CEO and for up to two years for the other NEOs. These benefits are reduced by benefits obtained from a subsequent employer. If the NEO would have attained specified age and service levels within two years following the change in control, then the NEO is entitled to (1) subsidized and/ or unreduced pension benefits upon commencement of pension benefits in accordance with plan terms after termination of employment, and (2) subsidized retiree medical benefits as a retiree under our health plans commencing immediately after the expiration of the benefit continuation period at active-employee rates as described above. An NEO who is a participant in the Company’s pension plan will become vested (if not already) in the applicable accrued benefit as of the termination date. Continued financial planning benefits and outplacement assistance benefits for up to 12 months. There are two types of termination of employment that entitle an NEO to receive severance benefits under the Change in Control Plan: a termination without Cause, or a resignation by the NEO for “good reason,” in each case within two years following a change in control. An NEO is not eligible for benefits under the Change in Control Plan following a termination due to death or permanent disability. A “change in control” for purposes of the Change in Control Plan generally consists of any of the following: An acquisition of more than 30% of the Company’s voting securities (other than acquisitions directly from the Company); or The current Board (and their approved successors) ceasing, over any consecutive 24-month period, to constitute a majority of the board of directors of a successor to the Company; or successor; and   The consummation of a merger, consolidation or reorganization, unless – the shareholders of the Company prior to the transaction hold at least 50% of the voting securities of the successor; – the members of the Board prior to the transaction constitute at least a majority of the board of directors of the successor; and – - no person owns 30% or more of the voting securities of the Company or the successor; or Shareholder approval of the liquidation or dissolution of the Company or the successor; or Shareholder approval of the liquidation or dissolution of the Company or the sale by the Company of all or substantially all of its assets. There are two types of termination of employment that entitle an NEO to receive severance benefits under the Change in Control Plan: a termination without Cause, or a resignation by the NEO for “good reason,” in each case within two years following a change in control. An NEO is not eligible for benefits under the Change in Control Plan following a termination due to death or permanent disability. A termination for “good reason” generally includes any of the following actions without the executive’s written consent following a change in control: Significantly and adversely changing the executive’s authority, duties, responsibilities or position (including title or reporting level) other than:   A termination for “good reason” generally includes any of the following actions without the executive’s written consent following a change in control: Significantly and adversely changing the executive’s authority, duties, responsibilities or position (including title or reporting level) other than: – - an isolated, insubstantial and inadvertent action not taken in bad faith that the Company remedies promptly after receiving notice; – a change in the person to whom (but not the position to which) the NEO reports; – ceasing to be an executive officer subject to Section 16(b) of the Exchange Act; or – transfer of employment to an affiliate of the Company, if such transfer occurs prior to a change in control; MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL CHANGE IN CONTROL 73   - a change in the person to whom (but not the position to which) the NEO reports; Merck & Co., Inc. 2022 Proxy Statement   Reducing annual base salary Potential Payments Upon Termination or level of bonus opportunity; Changing the executive’s office location so the executive must commute more than the greater of (a) 50 more miles or (b) 120% more miles, as compared to his or her commute immediately prior to the change; Failing to pay base salary, bonus or deferred compensation under any Company deferred compensation program within seven days of its due date; Failing to continue any material compensation plan or program in which the executive participates, including bonus plans and the Incentive Stock Plan (or successors to those plans), or failing to continue the executive’s level of participation in those plans; Failing to continue to provide the executive with pension and welfare benefits substantially similar to those in which he or she participates, or materially reducing any of those benefits or depriving the executive of any material fringe benefit; Failing to obtain a satisfactory agreement from any successor to Merck to assume and agree to perform the obligations under the Change in Control   Plan; and Any purported termination of the executive’s employment by the Company or its subsidiaries that is not properly effected pursuant to the notice provisions of the Change in Control   Plan.   A termination by 79 - ceasing to be an executive officer subject to Section 16(b) of the Exchange Act; or - transfer of employment to an affiliate of the Company, for “Cause” generally includes: Willful and continued failure by the executive to substantially perform his or her duties for the Company (other than any failure that results from incapacity due to physical or mental illness or anyif such actual or anticipated failure after the issuance of a notice of termination for good reason) for at least 30 consecutive days after a written demand for substantial performance has been delivered; Willful misconduct or gross negligence by the executive that is demonstrably and materially injurious to the Company or any of its subsidiaries; and Conviction, or entry of a plea of nolo contendere,transfer occurs prior to a felony or any crime (whether or not a felony) involving dishonesty, fraud, embezzlement or breach of trust. To receive the severance benefits under the Change in Control Plan, an NEO must execute a general release of claims against Merck (or its successor) and its affiliates, which includes certain restrictive covenants, including a commitment by the NEO not to solicit employees for two years following the change in control. The severance benefits are in lieu of (or offset by) any other severance benefits to which an NEO may be entitled under other arrangements. The severance benefits under the Change in Control Plan (other than the tax-qualified pension benefits) are generally subject to discontinuation in the event of breach by the NEO of the restrictive covenants and other obligations under the release.control;   Reducing annual base salary or level of bonus opportunity; Changing the executive’s office location so the executive must commute more than the greater of (a) 50 more miles or (b) 120% more miles, as compared to his or her commute immediately prior to the change; Failing to pay base salary, bonus or deferred compensation under any Company deferred compensation program within seven days of its due date; Failing to continue any material compensation plan or program in which the executive participates, including bonus plans and the Incentive Stock Plan (or successors to those plans), or failing to continue the executive’s level of participation in those plans; Failing to continue to provide the executive with pension and welfare benefits substantially similar to those in which he or she participates, or materially reducing any of those benefits or depriving the executive of any material fringe benefit; Failing to obtain a satisfactory agreement from any successor to Merck to assume and agree to perform the obligations under the Change in Control Plan; and Any purported termination of the executive’s employment by the Company or its subsidiaries that is not properly effected pursuant to the notice provisions of the Change in Control Plan. A termination by the Company for “Cause” generally includes: Willful and continued failure by the executive to substantially perform his or her duties for the Company (other than any failure that results from incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for good reason) for at least 30 consecutive days after a written demand for substantial performance has been delivered; Willful misconduct or gross negligence by the executive that is demonstrably and materially injurious to the Company or any of its subsidiaries; and Conviction, or entry of a plea of nolo contendere, to a felony or any crime (whether or not a felony) involving dishonesty, fraud, embezzlement or breach of trust. To receive the severance benefits under the Change in Control Plan, an NEO must execute a general release of claims against Merck (or its successor) and its affiliates, which includes certain restrictive covenants, including a commitment by the NEO not to solicit employees for two years following the change in control. The severance benefits are in lieu of (or offset by) any other severance benefits to which an NEO may be entitled under other arrangements. The severance benefits under the Change in Control Plan (other than the tax-qualified pension benefits) are generally subject to discontinuation in the event of breach by the NEO of the restrictive covenants and other obligations under the release. The NEOs are not entitled to any tax gross-up in the event they are subject to excise taxes payable under Section 4999 of the Internal Revenue Code in connection with a change in control. Options, RSUs and PSUs generally will vest upon an involuntary termination of employment within two years after a change in control. In general, vested stock options may be exercised for five years following termination of the option holder’s employment following a change in control (but not beyond the original term of the stock option). This extended exercise period would not apply in the case of a termination by reason of death or retirement or for gross misconduct. If stock options do not remain outstanding following the change in control and are not converted into successor stock options, then option holders will be entitled to receive cash for each option in an amount equal to the difference between the exercise price and the price paid to shareholders in the change in control and the applicable exercise price. Upon a change in control, an award continues until the end of the award period, but the portion of PSUs that will become vested, including upon a subsequent involuntary termination, will be based on target performance. In addition, our compensation and employee benefit plans, programs and arrangements generally provide that for two years following the change in control, the material terms of the plans, programs and arrangements (including terms relating to Merck & Co., Inc. 2022 Proxy Statement 80   Potential Payments Upon Termination or a Change in Control    Change in Control eligibility, benefit calculation, benefit accrual, cost to participants, subsidies and rates of employee contributions) may not be modified in a manner that is materially adverse to individuals who participated in them immediately before the change in control. The following table estimates the dollar value of the additional payments and benefits the NEOs would have been entitled to receive under applicable plans and arrangements, assuming the applicable triggering event occurred on December 31, 2021. These amounts are in addition to what would otherwise be payable in the event the NEO retired. As of December 31, 2021, Mr. Frazier, Mr. Clyburn, and Mr. DeLuca, Jr. are retirement eligible (i.e., at least age 55 and having completed at least 10 years of Credited Service). Name    Type of Payment or Benefit    Involuntary Termination Before Change in Control ($)      Change in Control ($)      Involuntary Termination After Change in Control ($)   Davis    Severance Pay(1)      $1,326,923        —        $11,250,000        Supplemental Pension and Retiree Medical(2)      —        —        —        Welfare Benefits Continuation      22,308        —        89,234        Stock Option Accelerated Vesting(3)      —        —        950,957        PSU Accelerated Vesting(4)      1,526,739        —        9,473,470        RSU Accelerated Vesting      —        —        —        Outplacement, Financial Planning      4,650        —        14,650          TOTAL      $2,880,620        —        $21,778,311   Frazier    Severance Pay(1)      $1,875,000        —        $5,000,000        Supplemental Pension and Retiree Medical(2)      —        —        —        Welfare Benefits Continuation      50,683        —        67,577        Stock Option Accelerated Vesting(3)      —        —        867,213        PSU Accelerated Vesting(4)      —        —        10,507,617        RSU Accelerated Vesting      —        —        —        Outplacement, Financial Planning      4,650        —        14,650          TOTAL      $1,930,333        —        $16,457,057   Litchfield    Severance Pay(1)      $1,350,000        —        $3,600,000        Supplemental Pension and Retiree Medical(2)      —        —        159,154        Welfare Benefits Continuation      30,584        —        40,779        Stock Option Accelerated Vesting(3)      75,998        —        219,327        PSU Accelerated Vesting(4)      656,035        —        1,845,951        RSU Accelerated Vesting      144,876        —        191,983        Outplacement, Financial Planning      4,650        —        14,650          TOTAL      $2,262,143        —        $6,071,844   Clyburn    Severance Pay(1)      $1,115,385        —        $4,000,000        Supplemental Pension and Retiree Medical(2)      —        —        —        Welfare Benefits Continuation      16,495        —        32,989        Stock Option Accelerated Vesting(3)      —        —        296,410        PSU Accelerated Vesting(4)      —        —        2,922,577        RSU Accelerated Vesting      685,725        —        3,118,482        Outplacement, Financial Planning      4,650        —        14,650          TOTAL      $1,822,255        —        $10,385,108   DeLuca, Jr.    Severance Pay(1)      $800,000        —        $3,200,000        Supplemental Pension and Retiree Medical(2)      —        —        —        Welfare Benefits Continuation      18,170        —        36,339        Stock Option Accelerated Vesting(3)      —        —        198,473        PSU Accelerated Vesting(4)      —        —        2,148,579        RSU Accelerated Vesting(4)      457,138        —        2,078,937        Outplacement, Financial Planning      4,650        —        14,650          TOTAL      $1,279,958        —        $7,676,978   Merck & Co., Inc. 2022 Proxy Statement Potential Payments Upon Termination or a Change in Control    Change in Control    81 Name    Type of Payment or Benefit    Involuntary Termination Before Change in Control ($)      Change in Control ($)      Involuntary Termination After Change in Control ($)   Li    Severance Pay(1)      $730,769        —        $3,800,000        Supplemental Pension and Retiree Medical(2)      —        —        —        Welfare Benefits Continuation      13,453        —        53,813        Stock Option Accelerated Vesting(3)      —        —        296,698        PSU Accelerated Vesting(4)      174,500        —        2,480,377        RSU Accelerated Vesting(4)      165,709        —        221,949        Outplacement, Financial Planning      4,650        —        14,650          TOTAL      $1,089,081        —        $6,867,487   (1) Amounts shown are pursuant to the arrangements for employees eligible for benefits under the Separation Plan as described on page 76. (2) SRP enhancements include the incremental value of benefits provided upon a change in control. These amounts represent the present value of the enhanced benefit that would be received under the SRP and the cost to provide retiree medical coverage at December 31, 2021. (3) Unvested stock options vest upon an involuntary termination of employmentoccurring within two years after a change in control. In general, vested stock options may be exercised for five years following termination of the option holder’s employmentimmediately following a change in control (but not beyondcontrol. The value shown equals the original termtotal number of theunvested stock option). This extended exercise period would not apply in the caseoption shares as of a terminationDecember 31, 2021, multiplied by reason of death or retirement or for gross misconduct. If stock options do not remain outstanding following the change in control and are not converted into successor stock options, then option holders will be entitled to receive cash for each option in an amount equal to the difference between the exerciseclosing price and the price paid to shareholders in the change in control and the applicable exercise price. Upon a change in control, a portion of PSUs generally will become vested as determined by reference to the holder’s period of employment during the performance cycle: – based on actual performance as to fiscal years that have been completed for at least 90 days as of the date of the change in control; or – otherwise, based on target performance. In addition, our compensation and employee benefit plans, programs and arrangements generally provide that for two years following the change in control, the material terms of the plans, programs and arrangements (including terms relating to eligibility, benefit calculation, benefit accrual, cost to participants, subsidies and rates of employee contributions) may not be modified in a manner that is materially adverse to individuals who participated in them immediately before the change in control. The following table estimates the dollar value of the additional payments and benefits the NEOs would have been entitled to receive under applicable plans and arrangements, assuming the applicable triggering event occurredMerck common stock on December 31, 2018. These amounts are in addition to what would otherwise be payable in the event the NEO retired. As of December 31, 2018, Mr. Frazier and Dr. Perlmutter are retirement eligible (i.e., at least age 55 and has completed at least 10 years of Credited Service) and Mr. Schechter is bridge-retirement eligible. MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents 74 POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL CHANGE IN CONTROL Name     Type of Payment or Benefit   Involuntary Termination Before Change in Control ($)   Change in Control ($)   Involuntary Termination After Change in Control ($)   K.C. Frazier     Severance Pay(1)   $ 2,430,000     —   $ 12,150,000         Supplemental Pension and Retiree Medical(2)     —     —     —         Welfare Benefits Continuation     25,640     —     51,280         Stock Option Accelerated Vesting(3)     —     —     8,136,506         PSU Accelerated Vesting(4)     —     —     8,602,708         RSU Accelerated Vesting     —     —     —         Outplacement, Financial Planning     45,000     —     50,000         TOTAL   $ 2,500,640     —   $ 28,990,494   R.M. Davis     Severance Pay(1)   $ 808,173     —   $ 4,307,563         Supplemental Pension and Retiree Medical(2)     —     —     —         Welfare Benefits Continuation     11,388     —     45,553         Stock Option Accelerated Vesting(3)     —     —     5,763,706         PSU Accelerated Vesting(4)     2,420,389     —     6,930,158         RSU Accelerated Vesting     —     —     —         Outplacement, Financial Planning     45,000     —     50,000         TOTAL   $ 3,284,950     —   $ 17,096,980   R.M. Perlmutter     Severance Pay(1)   $ 908,722     —   $ 4,612,844         Supplemental Pension and Retiree Medical(2)     —     —     —         Welfare Benefits Continuation     27,766     —     74,042         Stock Option Accelerated Vesting(3)     —     —     2,530,850         PSU Accelerated Vesting(4)     —     —     2,678,491         RSU Accelerated Vesting     —     —     —         Outplacement, Financial Planning     45,000     —     50,000         TOTAL   $ 981,488     —   $ 9,946,227   A.H. Schechter     Severance Pay(1)   $ 1,593,273     —   $ 4,354,946         Supplemental Pension and Retiree Medical(2)     5,499,210     —     5,631,034         Welfare Benefits Continuation     23,202     —     30,936         Stock Option Accelerated Vesting(3)     —     —     2,404,297         PSU Accelerated Vesting(4)     —     —     2,544,562         RSU Accelerated Vesting     —     —     —         Outplacement, Financial Planning     45,000     —     50,000         TOTAL   $ 7,160,685     —   $ 15,015,775   J.L. Zachary     Severance Pay(1)   $ 400,000     —   $ 3,120,000         Supplemental Pension and Retiree Medical(2)     —     —     30,462         Welfare Benefits Continuation     3,976     —     15,905         Stock Option Accelerated Vesting(3)     —     —     1,365,744         PSU Accelerated Vesting(4)     —     —     1,852,331         RSU Accelerated Vesting(4)     395,554     —     1,323,116         Outplacement, Financial Planning     45,000     —     50,000         TOTAL   $ 844,530     —   $ 7,757,558   (1) Amounts shown are pursuant to the arrangements for employees eligible for benefits under the Merck & Co., Inc. U.S. Separation Benefits Plan as described on page 70. (2) SRP enhancements include the incremental value of benefits provided upon a change in control. These amounts represent the present value of the enhanced benefit that would be received under the SRP and the cost to provide retiree medical coverage at December 31, 2018. (3) Unvested stock options vest upon an involuntary termination occurring within two years immediately following a change in control. The value shown equals the total number of unvested stock option shares as of December 31, 2018, multiplied by the difference between the closing price of Merck common stock on December 31, 2018, of $76.41 and the exercise price of the option. (4) The value equals the total number of accelerated shares as of December 31, 2018, multiplied by the closing price of Merck common stock on December 31, 2018, which was $76.41. MERCK & CO., INC. 2019 PROXY STATEMENT Back to Contents PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN 75 We are asking our shareholders to adopt the 2019 Incentive Stock Plan (the “2019 ISP”),2021, which will replace the 2010 Incentive Stock Plan (the “2010 ISP”) as last approved by shareholders in May 2015. The Board of Directors believes cash and stock-based incentives play an important role in attracting and retaining talent and provide a critical link between employee incentives and long-term shareholder value. The Board approved the 2019 ISP and directed that it be submitted to shareholders for approval. A summary follows, subject to the terms set forth in Appendix C. If the 2019 ISP is approved by shareholders, no future grants will be made under the 2010 ISP as of May 31, 2019. If shareholders fail to approve the 2019 ISP, the 2010 ISP will remain in effect in accordance with its terms until its expiration date in May 2020. The 2019 ISP incorporates certain governance best practices including: Minimum vesting period of one year from the date of grant for all equity-based awards granted under the 2019 ISP, except under certain limited circumstances and with permitted exceptions up to 5% of the share reserve. Minimum 100% fair market value exercise price as of the date of grant for options and stock appreciation rights, except for substitute awards granted through the assumption or substitution of awards from an acquired or merged company. No “liberal” change in control definition and no single trigger vesting upon change in control No repricing of stock options or stock appreciation rights and no cash buyout of underwater options or stock appreciation rights without shareholder approval, except for adjustments with respect to a change in control or an equitable adjustment in connection with certain corporate transactions. No excise tax gross-ups Provides for clawback of incentive awards under specific circumstances Prohibits the payment of dividends on unvested or unearned awards A copy of the 2019 ISP is included in this proxy statement as Appendix C. Incentive Plan Share Utilization Rate and Overhang In determining the terms of the 2019 ISP and the amount of the 2019 ISP share reserve, our Board considered the factors above and a number of other factors, including the following annual share usage under our equity compensation program for 2016-2018 as follows:       (Shares in 000s)               2018     2017     2016     3-Year Average Share Usage   (a) Restricted stock units granted   7,270     5,014     5,617         (b) Performance share units vested   758     833     786         (c) Shares underlying options granted   3,520     4,232     6,220         (d) Total shares granted (a+b+c)   11,548     10,079     12,623         (e) Weighted-average basic shares outstanding   2,664,000     2,730,000     2,766,000         (f) Annual share usage rate (d/e)(1)   0.43%     0.37%     0.46%     0.42%   (1) Not adjusted for forfeitures, withholding and expirations (which would reduce the share usage rate if taken into account). MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 76 PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN The historical amounts shown above are not necessarily indicative of the shares that might be awarded in 2019 and beyond, including under the proposed 2019 ISP. If we continue making equity awards consistent with our practices over the past three years as set forth above, we estimate that the share reserve under the 2019 ISP will be sufficient to last us for the term of the plan. However, expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity; the rate at which shares are returned to the 2019 ISP’s reserve upon the awards’ expiration, forfeiture or cash settlement; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. As of December 31, 2018, we had approximately 153 million Common Shares subject to outstanding equity awards or available for future equity awards under the 2010 ISP, which represented approximately 5.6% of fully diluted Common Shares outstanding. If the 2019 ISP is approved by shareholders, no future grants will be made under the 2010 ISP as of May 31, 2019, and the 119 million shares proposed to be included in the 2019 ISP share reserve would provide a fully-diluted overhang of 5.85% as calculated below: (000s) (a) Share request subject to shareholder approval(1) 119,000 (b) Shares underlying outstanding awards as of 12/31/18 41,974 (c) Total shares requested under the 2019 ISP or subject to outstanding equity awards (a + b) 160,974 (d) Basic common shares outstanding as of 12/31/18 2,592,560 (e) Fully-diluted overhang (c/(c+d)) 5.85 % (1) The proposed share request is subject to reduction for any awards granted under the 2010 ISP after December 31, 2018. Upon shareholder approval of the 2019 ISP, no further awards will be made under the 2010 ISP. Additional information, in each case as of December 31, 2018 (unless otherwise noted), in respect of price, term and number of shares subject to outstanding grants by award type is included in the following table: (000s) Total shares underlying outstanding options 23,807 Weighted average exercise price of outstanding options $51.89 Weighted average remaining contractual life of outstanding options 5.95 years Total full-value awards outstanding 18,167 Administration: The 2019 ISP is administered by the C&B Committee which is comprised of non-employee directors within the meaning of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). The C&B Committee establishes the terms and conditions of awards, subject to certain limitations in the 2019 ISP plan document. The C&B Committee may delegate to the Chief Executive Officer or other senior management of the Company (or subsidiary) certain authority, including the authority to grant awards to Eligible Employees who are not directors or Section 16 Officers. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN 77 Outstanding and Unissued Grants under the 2010 ISP: As of December 31, 2018, stock options with respect to 24 million shares of Common Stock were outstanding with a weighted average exercise price of $51.89 and a weighted average remaining term of 5.95 years. In addition, there were 16 million shares subject to unvested restricted stock or restricted stock units, 2 million shares subject to unvested Performance Awards and approximately 111 million shares remaining available for grant. The closing price of the Common Stock on December 31, 2018 was $76.41 per share. Primary aspects of the proposed 2019 ISP are as follows and are subject to the terms of the 2019 ISP which is set forth in Appendix C of this proxy statement. Plan term: Effective June 1, 2019. No new Incentives may be granted under the 2019 ISP on or after May 31, 2029, or earlier if terminated by the Board. However, the term and exercise of Incentives granted before then may extend beyond that date. Eligibility for grants: Grants may be made to “Eligible Employees” who are regular full-time and part-time employees employed by the Company or its subsidiaries, its affiliates and its joint ventures. Officers, whether or not directors of the Company, and employees of a joint venture partner or affiliate of the Company who provide services to the joint venture with the partner or affiliate are also included as eligible. The C&B Committee of the Board of Directors, all of whom must be independent, determines which Eligible Employees actually receive grants. As of December 31, 2018, there are approximately 68,442 Eligible Employees. Incentives Available: Incentive and Non-Qualified Stock Options (“Stock Options”); Restricted Stock; Performance Awards; Phantom Stock Awards; Stock Appreciation Rights (“SARs”); Share Awards; Other Share-Based Awards; Cash Awards. Shares Available: 119 million shares of Common Stock of Merck & Co., Inc. (“Common Stock”), counted as described below and subject to certain adjustments. If this Plan is approved by shareholders, no further grants will be made under the 2010 ISP after May 31, 2019. Available shares are reduced by one share for each incentive granted after December 31, 2018 under the 2010 ISP. Share Counting Method: For purposes of determining the number of shares of Common Stock remaining available for issuance: Only Incentives payable in shares of Common Stock will be counted. Shares of Common Stock relating to Incentives that are settled in cash in lieu of shares under the 2019 ISP will not be counted as issued. Shares of Common Stock that are tendered or withheld in payment of all or part of the exercise price of a Stock Option (or, after December 31, 2018, stock options under the 2010 ISP) are added back to the remaining shares. Shares of Common Stock that are tendered or withheld in satisfaction of the withholding obligations of an Incentive (or, after December 31, 2018, an award under the 2010 ISP) are also added back. Shares of Common Stock for Incentives (or, after December 31, 2018, awards under the 2010 ISP) that expire, are forfeited, are cancelled or terminate for any reason without issuance of shares are added back. Shares of Common Stock issued in connection with Incentives granted in assumption, conversion or substitution of previous awards granted by another entity as the result of the Company’s acquisition of the entity or the combination of the Company with another entity are not counted as issued under the 2019 ISP. Shares of Restricted Stock (or, after December 31, 2018, restricted stock awards under the 2010 ISP) that are settled in cash or forfeited and returned to the Company upon a participant’s termination of service are added back. Shares covered by a SAR settled in stock that are not issued upon exercise of the right are added back. Shares under a pre-existing, shareholder-approved plan of an entity acquired by our Company (or any subsidiary or affiliate) or an entity with which our Company (or any subsidiary or affiliate) combines may be used for Incentives and will not be counted as issued; such shares may only be used for grants of awards made prior to the expiration of the pre-existing plan and to persons who were not employees or directors of our Company (or any subsidiary or affiliate) prior to the acquisition or combination. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 78 PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN Individual Limitations: In any calendar year, no individual may receive Incentives covering more than 3 million shares of Common Stock, which amount may be adjusted as described below. For Incentives denominated in cash, the limit for all Incentives per individual is $10 million in any calendar year. Adjustments: In the event of reorganization, recapitalization, reclassification, stock split or reverse stock split, stock dividend, extraordinary cash dividend, combination of or exchange of shares, repurchase of shares, merger, consolidation, rights offering, spin off, split off, split up, change in corporate structure or other event identified by the C&B Committee, the C&B Committee will make the equitable adjustments in (i) the number and kind of shares authorized for issuance under the Plan (ii) the number and kind of shares subject to outstanding Incentives, (iii) the number and kind of shares that may be granted to an Eligible Employee in any calendar year, (iv) the option price of Stock Options, (v) the grant value of SARs, in a manner it may deem appropriate and (vi) the terms and conditions of any outstanding Awards (including without limitation any applicable performance targets or criteria with respect thereto). General Limitations on Vesting and Exercisability: Incentives (other than cash-based Incentives) shall vest no earlier than the first anniversary of the date on which the incentive is granted; provided that the following incentives will not be subject to the foregoing minimum vesting requirement any: (i) substitute incentives granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction, (ii) shares of Common Stock delivered in lieu of fully vested cash awards and (iii) additional incentives the Committee may grant, up to a maximum of 5% of the available share reserve authorized for issuance under the Plan; and provided further that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Incentives, including in cases of retirement, death, disability, or Change in Control, in the terms of an Award instrument or agreement. Additional Provisions Regarding Stock Options: Number granted. Determined by the C&B Committee or its delegate (the Board for CEO, as discussed below). Exercise Price. Not less than 100% of fair market value of a share of stock on the grant date. The fair market value currently is, generally, the closing price of the Common Stock as quoted on the New York Stock Exchange on the grant date. However, the exercise price may be higher (not lower) in certain countries in consideration of local law. Vesting and Exercise Periods. As determined by the C&B Committee. However: If a grantee’s service is terminated for gross misconduct, as determined by the Company, all rights under the Stock Option expire immediately. The term of a Stock Option, generally, may not exceed ten years. However, in the event of the death of a grantee prior to the expiration of a Nonqualified Option, the C&B Committee may permit exercise for up to 11 years. Repricing Prohibited. No adjustment or reduction of the exercise price of any outstanding Stock Options in the event of a decline in stock price is permitted without approval by Company’s shareholders or as otherwise specifically provided under the 2019 ISP (such as an equitable adjustment as described above). The prohibition includes: Reducing the exercise price of outstanding Incentives, and Canceling outstanding Incentives in connection with regranting Incentives at a lower price to the same individual and Canceling an underwater Stock Option in exchange for a cash payment Limits on Incentive Stock Options. In general, Incentive Stock Options must satisfy requirements prescribed by the Internal Revenue Code of 1986, as amended (the “Code”) to qualify for special tax treatment, including the limit of 50 million shares of Common Stock to be issued as ISOs during the term of the Plan. Therefore: No person may receive a grant of ISOs for stock that would have an aggregate fair market value in excess of $100,000, determined when the ISO is granted, that would be exercisable for the first time during any calendar year. If any grant is made in excess of the limits provided in the Code, the grant automatically becomes a Nonqualified Option. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN 79 Dividend Equivalents. No dividends or dividend equivalents may be paid or accumulated during the period of the Option. Additional Provisions Regarding SARs: Type of SAR. SARs may be issued singly (“Stand Alone SAR”) or in combination with a Stock Option (“Tandem SAR”). SARs may be paid in shares, cash or a combination of shares and cash as determined by the C&B Committee. A Tandem SAR entitles its grantee to surrender the Stock Option which is then exercisable and receive an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender is received by the Company over the Stock Option price multiplied by the number of shares covered by the Stock Option which is surrendered. A Stand Alone SAR grantee is entitled to an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender is received by the Company over the fair market value of the Common Stock on the date of grant, multiplied by the number of shares covered by the Stand Alone SAR being exercised. Number granted. Determined by the C&B Committee or its delegate (the Board for CEO, as discussed below). Dividend Equivalents. No dividends or dividend equivalents may be paid or accumulated in connection to the SAR. Repricing Prohibited. As described above with respect to options, no adjustment or reduction of the exercise price of any outstanding Stock Appreciation Right in the event of a decline in stock price is permitted without approval by Company’s shareholders or as otherwise specifically provided under the 2019 ISP (such as an equitable adjustment as described above). Additional Provisions Regarding Restricted Stock Awards: Types of Restricted Stock Awards. “Restricted Stock Grants” — either actual shares of Common Stock (“Restricted Stock”) or phantom shares of Common Stock (“Restricted Stock Units”) — may be granted subject to the terms and conditions as the C&B Committee prescribes. Number granted. Determined by the C&B Committee or its delegate (the Board for CEO as discussed below). Vesting. Grantees generally must continue service during a period designated by the C&B Committee (“Restricted Period”) in order to receive the shares, cash or combination under the Restricted Stock Grant. If service ends before the Restricted Period ends, the Restricted Stock Grant will terminate. However, the C&B Committee may, at the time of the grant, provide for the service restriction to lapse with respect to a portion or portions of the Restricted Stock Grant at different times during the Restricted Period. The C&B Committee may, in its discretion, also provide for complete or partial exceptions to the service restriction as it deems equitable. All restrictions imposed under the Restricted Stock Grant lapse upon the expiration of the Restricted Period if the conditions described above have been met. Form of Grant. Restricted Stock Grants are shares of actual Common Stock. Payouts of Restricted Stock Units may be in the form of shares of Common Stock, cash or any combination of shares and cash as determined by the C&B Committee. Dividend Equivalents. The C&B Committee may, at the time of grant, provide that dividends or dividend equivalents are accumulated, or neither paid nor accumulated. Notwithstanding anything to the contrary, dividends or dividend equivalents which are accumulated may only be paid out to the extent the Restricted Stock Grant is earned. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 80 PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN Additional Provisions Regarding Performance Awards: Award Period. The C&B Committee will determine the period for which a Performance Award is made (“Award Period”) and the Performance Goals. The Award Period generally may not be shorter than one year. Number granted. Determined by the C&B Committee or its delegate (the Board for CEO, as discussed below). Performance Goals. May include (without limitation) goals based on any or a combination of the following measures relating to the Company, or a subsidiary, division, business unit or joint venture: Share price Revenue Operating income Net operating profit after taxes Operating profit before tax Pre-tax profits Earnings per share Return on shareholders’ equity Return on assets or net assets Return on investment Cash flow, including free cash flow Earnings before interest, taxes, depreciation and amortization (“EBITDA”) Sales Return on Sales Net earnings Net income Net income per share Total shareholder return relative to assets Total shareholder return relative to peers or index Economic value added Growth in assets Share performance Relative share performance Market penetration goals Geographic business expansion goals Strategic business criteria Drug discovery, scientific (including clinical and pre-clinical) goals or regulatory filings or approvals Pipeline value Cost reduction targets Enterprise value based on share price, total shares outstanding and EBITDA Market Share New product launch performance Compliance goals Customer satisfaction Customer growth Employee satisfaction Earnings before taxes or before interest and taxes Return on capital, including return on total capital or return on invested capital Cash flow return on investment Improvement in or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable Operating margin Gross margin Year-end cash Cash margin Debt reduction Strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property) Establishing relationships with commercial entities with respect to marketing, distribution and sale of Company products (including with group organizations, distributors and other vendors) Supply chain achievements (including establishing relationships with manufacturers and suppliers of component materials and manufacturers of Company products) Financial ratios, including those measuring liquidity, activity, profitability or leverage Cost of capital or assets under management Financing and other capital raising transactions (including sales of the Company’s equity or debt securities factoring transactions) Sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally or through partnering transactions Implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures Factoring transactions Recruiting and maintaining personnel Inventory turnover Days of sales outstanding over a collection period Any other financial or other measurement established by the C&B Committee MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN 81 Performance Award Payouts. The C&B Committee will establish the method of calculating the amount of payment to be made under a Performance Award if Performance Goals are met, including any maximum payment. After the completion of an Award Period, the relevant performance will be measured against the Performance Goals, and the C&B Committee will determine whether all, none or a portion of Performance Award is paid. Payment may be made in shares, cash or a combination. Dividend Equivalents. The C&B Committee may at the time of grant provide that dividends or dividend equivalents during the Award Period are accumulated, or neither paid nor accumulated. Notwithstanding anything to the contrary, dividends or dividend equivalents may only be paid out to the extent the Performance Award is earned. Other Share-Based Awards: Actual shares of common stock or phantom shares of common stock may be granted in the amounts and according to the terms and conditions as the C&B Committee determines and may be subject to the achievement of the Performance Goals described above. Notwithstanding anything to the contrary, dividends (or dividend equivalents) may only be paid to the extent that the Other Share-Based Award has been earned. Other Information: Change in Control. Upon a change in control of the Company, with respect to Incentives issued to Eligible Employees in the United States, the 2019 ISP and the Incentives will continue in accordance with their terms, and, except as otherwise determined by the C&B Committee at the time of grant, certain actions will be taken with respect to each type of Incentive, including: Stock Options Stock Options will become fully vested and exercisable upon the option holder’s involuntary termination without cause within 24 months of the change in control. In general, vested stock options may be exercised for five years following termination of the option holder’s service following a change in control (but not beyond the original term of the stock option). This extended exercise period would not apply in the case of terminations by reasons of death or retirement or for gross misconduct. If the Stock Option is not continued by the surviving company following the change in control and is not converted into an option for shares of the surviving company, the option holder will be entitled to receive a cash payment in an amount at least equal to the difference between the price per share paid to shareholders in the change in control$76.64, and the exercise price of such Stock Option. the option.   (4) Restricted Stock Grants  UponThe value equals the grantee’s involuntary termination without cause within 24 months after the change in control, Restricted Stock Grants will continue to vesttotal number of accelerated shares as if the grantee’s service had continued and will, generally, become payable under its original terms in shares of the surviving company’s stock. If Restricted Stock Grants are not continuedDecember 31, 2021, multiplied by the surviving company following the change in control and are not converted into a substantially similar restrictedclosing price of Merck common stock grant with respect to shares of the surviving company, the grantee will be entitled to receive a cash payment for all of the grantee’s outstanding Restricted Stock Grants. on December 31, 2021, which was $76.64. Performance Awards  On a change in control, outstanding Performance Awards will be deemed to have achieved Performance Goals and will continue to vest and be paid according to their original schedule. Upon the grantee’s involuntary termination without cause within 24 months after the change in control, outstanding Performance Awards will continue to vest as if the grantee’s service had continued and be paid at the same time payments are made to active grantees. If Performance Awards are not continued by the surviving company following the change in control and are not converted into substantially similar performance awards, the Performance Awards will be paid out in cash. During the 24 months after a change in control, no amendment to the material terms of the 2019 ISP is permitted if it would be materially adverse to participants. The 2019 ISP also provides for payment of participants’ legal fees in the event of disputes after a change in control. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents   Merck & Co., Inc. 2022 Proxy Statement 82 PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN     A “change in control” for purposes of the 2019 ISP has the same meaning that it has under the Company’s Change in Control Separation Benefits Plan, except as to awards that are deferred compensation subject to Section 409A of the Code, in which event the definition permitted under Section 409A of the Code will apply. 82      Limited Transferability. Except as provided in the next sentence, Incentives are not transferable and may not be subject to execution, attachment or similar procedures, other than by will or the laws of descent and distribution, and such award may be exercised during the life of the grantee only by the grantee or the grantee’s guardian or legal representative. The C&B Committee may permit a grantee to make a gift of Nonqualified Options to members of the grantee’s immediate family (spouse, parent, children, stepchildren and grandchildren), spouses of immediate family members, and trusts for the benefit of one or more of them, or a partnership, family partnerships and similar entities for the benefit of immediate family members. Plan Amendment and Termination. The Board of Directors may discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan as permitted by applicable statutes. However, it may not, without the consent of affected grantees, revoke or alter outstanding Incentives in a manner unfavorable to them. The Board also may not amend the Plan without shareholder approval where the absence of approval would cause the Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement of applicable law or regulation. Notwithstanding the foregoing, without consent of affected grantees, Incentives may be amended, revised or revoked when necessary to avoid penalties under Section 409A of the Code. Federal Income Tax Consequences. An explanation of the U.S. federal income tax consequences for grantees who are subject to tax in the United States follows. This summary is not intended to be complete and does not describe any gift, estate, social security or state, local or non-U.S. tax consequences. It is not intended as tax guidance to grantees in the 2019 ISP. Notwithstanding the corporate income tax deduction descriptions below, the Company is generally limited to a $1 million annual deduction for total compensation paid to our Named Executive Officers. • Stock Options. The grant of an incentive stock option or a nonqualified stock option would not result in income for the grantee or a deduction for the Company. The exercise of a nonqualified stock option would result in ordinary income for the grantee and a deduction for the Company measured by the difference between the option price and the fair market value of the shares received at the time of exercise. Income tax withholding would be required. The exercise of an incentive stock option would not result in income for the grantee if the grantee (i) does not dispose of the shares within two years after the date of grant or one year after the transfer of shares upon exercise and (ii) is an employee of the Company or a subsidiary of the Company from the date of grant and through and until three months before the exercise date. If these requirements are met, the basis of the shares upon later disposition would be the option price. Any gain will be taxed to the employee as long-term capital gain and the Company would not be entitled to a deduction. The excess of the market value on the exercise date over the option price is an item of tax preference, potentially subject to the alternative minimum tax. If the grantee disposes of the shares prior to the expiration of either of the holding periods, the grantee would recognize ordinary income and the Company would be entitled to a deduction equal to the lesser of the fair market value of the shares on the exercise date minus the option price or the amount realized on disposition minus the option price. Any gain in excess of the ordinary income portion would be taxable as long-term or short-term capital gain. • SARs and Performance Awards. The grant of a SAR or a Performance Award would not result in income for the grantee or a deduction for the Company. Upon the exercise of a SAR or the receipt of shares or cash under a Performance Award, the grantee would recognize ordinary income and the Company would be entitled to a deduction measured by the fair market value of the shares plus any cash received. Income tax withholding would be required. • Restricted Stock Grants. The grant of Restricted Stock would not result in income for the grantee or in a deduction for the Company for federal income tax purposes, assuming the shares transferred are subject to restrictions resulting in a “substantial risk of forfeiture” as intended by the Company. If there are no such restrictions, the grantee would recognize ordinary income upon receipt of the shares. Any dividends that are accumulated while the stock remained subject to restriction would be treated as compensation for federal income tax purposes. At the time the restrictions lapse, the grantee would receive ordinary income and the Company would be entitled to a deduction measured by the fair market value of the shares at the time of lapse. Income tax withholding would be required. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 3 PROPOSAL TO ADOPT THE 2019 INCENTIVE STOCK PLAN 83     • Share Awards. If Share Awards are in the nature of shares of Merck Common Stock (as opposed to phantom stock), they generally would be taxable as ordinary income equal to the aggregate of their fair market value when the grant is not subject to a substantial risk of forfeiture. If in the form of phantom stock, Share Awards generally would be taxable as ordinary income equal to the aggregate of their fair market value when convertible to cash or shares that are not subject to a substantial risk of forfeiture. In all events, the Company would be entitled to a deduction for the amount included in the grantee’s income.Proposal 3   • Restricted Stock Units. The grantRatification of Restricted Stock Units would not result in incomeAppointment of Independent Registered Public Accounting Firm for the grantee or in a deduction for the Company. Upon the receipt of shares or cash under the award of grant of Restricted Stock Units, the grantee would recognize ordinary income and the Company would be entitled to a deduction measured by the fair market value of the shares plus any cash received. Income tax withholding would be required.2022   Equity Compensation Plan Information The following table summarizes information about the options, warrants and rights and other equity compensation under the Company’s equity compensation plans as of the close of business on December 31, 2018. The table does not include information about tax qualified plans such as the Merck U.S. Savings Plan. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity Compensation Plans Approved by Security Holders(1) 23,807,101(2) $51.89 110,977,283 Equity Compensation Plans Not Approved by Security Holders 0 0 0 Total 23,807,101(2) $51.89 110,977,283   (1) Includes options to purchase shares of Company Common Stock and other rights under the following shareholder-approved plans: the Merck & Co., Inc. 2010 ISP. (2) Excludes approximately 16,128,455 shares of restricted stock units, 2,039,065 Performance Awards (assuming maximum payouts) under the Merck & Co., Inc. 2010 ISP and all cash-settled awards. The Board of Directors recommends a vote FOR this proposal. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019 84 The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm (the independent auditors) with respect to our operations for the year ending December 31, 2019, The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm (the independent auditors) with respect to our operations for the year ending December 31, 2022, subject to ratification by the holders of common stock of the Company. In taking this action, the Audit Committee considered carefully PwC’s performance in that capacity for the Company since the merger between Merck & Co., Inc. and Schering-Plough Corporation (the “Merger”), and prior to the Merger since its retention in 2002, its independence with respect to the services to be performed and its general reputation for adherence to professional auditing standards. The Audit Committee is responsible for the audit fee negotiations associated with the retention of PwC. The Audit Committee annually evaluates the performance of PwC, including the senior audit engagement team, and determines whether to reengage the independent registered public accounting firm. The Audit Committee and the Board of Directors believe that the continued retention of PwC as our independent registered public accounting firm is in the best interest of the Company and our shareholders. Because the members of the Audit Committee value shareholders’ views on our independent auditors, even though ratification is not legally required, there will be presented at the Annual Meeting a proposal for the ratification of the appointment of PwC. The Audit Committee annually evaluates the performance of PwC, including the senior audit engagement team, and determines whether to reengage the independent registered public accounting firm. The Audit Committee and the Board of Directors believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of the Company and our shareholders. Because the members of the Audit Committee value shareholders’ views on our independent auditors, a proposal for the ratification of the appointment of PwC will be presented at the Annual Meeting even though ratification is not legally required. If the appointment of PwC is not ratified, the matter of the appointment of independent auditors will be considered by the Audit Committee. Representatives of PwC will be present at the Annual Meeting to make a statement if they desire to do so. They will also be available to answer appropriate questions from shareholders.     FOR The Board of Directors recommends that the shareholders vote FORthe ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. 2022.   The Audit Committee’s Report for 2018 The Audit Committee’s Report for 2021 follows. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents   Merck & Co., Inc. 2022 Proxy Statement PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019 85   AUDIT COMMITTEE’S REPORTProposal 3   Ratification of Appointment of Independent Registered Public Accounting Firm for 2022     The Audit Committee is made up entirely of independent Directors. The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and additional heightened independence criteria applicable to members of the Audit Committee under the SEC and NYSE rules. The Audit Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter complies with all current regulatory requirements.83 During 2018, at each of its regularly scheduled meetings (which include in-person meetings scheduled in conjunction with the regular Board meetings, as well as teleconferences to review the quarterly and annual financial statements filed with the SEC), the Audit Committee met as a group with senior members of the Company’ Audit Committee’s Report The Audit Committee is made up entirely of independent Directors. The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and additional heightened independence criteria applicable to members of the Audit Committee under the SEC and NYSE rules. The Audit Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter complies with all current regulatory requirements. During 2021, at each of its regularly scheduled meetings (which include meetings scheduled in conjunction with the regular Board meetings, as well as meetings to review the quarterly and annual financial statements filed with the SEC), the Audit Committee met as a group with senior members of the Company’s financial management, the independent auditors and internal auditors. In addition, at each meeting in connection with regular Board meetings, the Audit Committee held separate private sessions with senior management, the independent auditors, internal audit, and the Senior Vice President, Chief Ethics and Compliance Officer to confirm that all were carrying out their respective responsibilities. The Audit Committee has reviewed and discussed the annual audited financial statements with management. The Audit Committee also has received from the independent auditors the written disclosures and a letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence. Both the independent auditors and the internal auditors had full access to the Audit Committee. The Audit Committee met with the independent auditors to discuss their fees, as well as the scope and results of their audit work, including the adequacy of internal controls and the quality of financial reporting. The Audit Committee also discussed with the independent auditors their judgments regarding the quality and acceptability of the Company’s accounting principles, the clarity of its disclosures, and whether its accounting principles and underlying estimates are appropriate, as well as other matters that are required to be discussed by applicable regulatory standards. The Audit Committee reviewed and discussed the audited financial statements with management. Based on the review and discussion referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K filing with the SEC. Additional information about the Audit Committee and its responsibilities may be found on page 14 of this proxy statement. The Audit Committee Charter is available on our website at www.merck.com/company-overview/leadership/board-of-directors/s financial management, the independent auditors, and internal auditors. In addition, at each in-person meeting, the Audit Committee held separate private sessions with senior management, the independent auditors and internal audit to see that all were carrying out their respective responsibilities. The Audit Committee has reviewed and discussed the annual audited financial statements with management. The Audit Committee also has received from the independent auditors the written disclosures and a letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence. Both the independent auditors and the internal auditors had full access to the Committee. The Audit Committee met with the independent auditors to discuss their fees, as well as the scope and results of their audit work, including the adequacy of internal controls and the quality of financial reporting. The Committee also discussed with the independent auditors their judgments regarding the quality and acceptability of the Company’s accounting principles, the clarity of its disclosures, and whether its accounting principles and underlying estimates are aggressive or conservative, as well as other matters that are required to be discussed by applicable regulatory standards. The Audit Committee reviewed and discussed the audited financial statements with management. Based on the review and discussion referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K filing with the Securities and Exchange Commission. Additional information about the Audit Committee and its responsibilities may be found on page 21 of this proxy statement. The Audit Committee Charter is available on our website www.merck.com/about/leadership/ board-of-directors. Audit Committee Pamela J. Craig (Chair) Leslie A. Brun Thomas R. Cech, Ph.D. Mary Ellen Coe(1) Stephen L. Mayo, Ph.D. Paul B. Rothman, M.D. Christine E. Seidman, M.D. Kathy J. Warden Pre-Approval Policy for Services of Independent Registered Public Accounting Firm   PRE-APPROVAL POLICY FOR SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM As part of its duties, the Audit Committee is required to specifically pre-approve audit and non-audit services performed by the independent auditors to see that the provision of such services does not impair the auditors’ independence. On an annual basis, the Audit Committee also will review and provide pre-approval for certain types of services that may be provided by the independent auditors without obtaining specific pre-approval from the Audit Committee. If a type of service to be provided by the independent auditors has not received pre-approval during this annual process, it will require specific pre-approval by the Audit Committee. The Audit Committee does not delegate to management its responsibilities to pre-approve services performed by the independent auditors.   Merck & Co., Inc. 2022 Proxy Statement (1) Joined the Board of Directors on March 18, 2019. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 84   86  Proposal 3 PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019    Ratification of Appointment of Independent Registered Public Accounting Firm for 2022       FEES FOR SERVICES PROVIDED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFees for Services Provided by the Independent Registered Public Accounting Firm Fees for PwC, our independent auditors, for 20182021 and 20172020 are as follows:   Type of Payment or Benefit 2018 ($ in millions) 2017 ($ in millions)      2021 ($ in millions)      2020 ($ in millions) Audit Fees(1) $29.3 $29.9      $35.2      $37.4 Audit-Related Fees(2) 6.1 5.5      7.5      17.3 Tax Fees(3) 6.6 6.1      3.3      4.0 All Other Fees(4) 1.2 0.6      0.0      0.1 TOTAL FEES $43.2 $42.1 Total Fees      $46.0      $58.8   (1) Audit Fees included fees for the audit of annual financial statements, the audits of effectiveness of internal control over financial reporting, reviews of quarterly financial statements filed in the reports on Form 10-Q, and statutory audits. The 2021 and 2020 amounts also included audit fees incurred relating to the impacts to Merck’s financial statements of the spin-off of Organon & Co. (the “Organon Spin-off”). (2) Fees for audit-related services primarily related to special purpose audits of the financial statements of Organon associated with the Organon Spin-off, employee benefit plan audits, other audit-related reviews, agreed-upon procedures and systems pre-implementation review procedures. (3) Fees for tax services reported above included approximately $0.3 and $0.2$0.5 million, in 20182021 and 2017,2020, respectively, for tax compliance services. (4) Consists Consisted of fees not included in the Audit, Audit-Related or Tax categories, including fees for reviews performed to maintain compliance with various government regulations relating to the healthcare industry. None of the services provided by PwC for fiscal years 20182021 or 20172020 were approved by the Audit Committee pursuant to the waiver of pre-approval provisions set forth in the applicable SEC rules.   MERCKMerck & CO.Co., INC.Inc.2019 PROXY STATEMENT 2022 Proxy Statement Back to Contents 87    85 SHAREHOLDER PROPOSALSShareholder Proposals The text of the shareholder proposals and supporting statements appear exactly as received by the Company unless otherwise noted.Company. All statements contained in the proposals and supporting statements are the sole responsibility of the proponent(s). The proposals and may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all such assertions. The Board recommends a vote against the shareholder proposals based on the reasons set forth in the Company’s statements in opposition following each of the shareholder proposals. The addresses of the proponents will be provided promptly upon request. Requests mayshould be sent in writing to the Office of the Secretary, Merck & Co., Inc., 2000 Galloping Hill Road, K1-4157, Kenilworth, NJ 07033 U.S.A., or by calling 908-740-4000.   PROPOSAL 5Proposal 4 – Shareholder Proposal Regarding an Independent Board Chairman SHAREHOLDER PROPOSAL CONCERNING AN INDEPENDENT BOARD CHAIRMAN Kenneth Steiner, of Great Neck, New York,NY, owner of at least $2,000 in market value of the Company’s common stock, of the Company as of November 7, 2018, has given notice that he intends to present for action at the Annual Meeting the following proposal:   PROPOSAL 5 — INDEPENDENT BOARD CHAIRMANProposal 4 – Independent Board Chairman ShareholdersThe shareholders request ourthat the Board of Directors to adopt asan enduring policy, and amend ourthe governing documents as necessary to require henceforthin order that 2 separate people hold the Chairoffice of the Chairman and the office of the CEO as follows: Selection of the Chairman of the Board The Board requires the separation of Directors, wheneverthe offices of the Chairman of the Board and the Chief Executive Officer. Whenever possible, tothe Chairman of the Board shall be an independent member of the Board. Independent Director. The Board would havehas the discretion to phase in thisselect a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board. The Chairman shall not be a former CEO of the company. This policy for the next Chief Executive Officer transition, implemented so it doesis not intended to violate any existing agreement. Ifemployment contract but recognizes that the Board determines that a Chairman, who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willinghas broad power to serve as Chairman. renegotiate an employment contract. This proposal requests that all necessary steps be taken to accomplish the above. Merck shareholders need the rights that shareholders of many Fortune 500 companies already have. This is especially important because management has completely ignored 2 consecutive shareholder proposals for an independent board chairman that received more than 45%topic won 52% support each. These 45%-supported proposals could have received higher votes (perhaps 51% each) if all shareholders had access to independent proxy voting advice. Ignoring these 45%-supported proposals is more serious given that Merck may have a weak Lead Director with little “skinat Boeing and 54% support at Baxter International in the game.” Lead Director, Leslie Brun, had zero “beneficially owned” shares. Meanwhile there are challenges like the following that face our company, that need to be managed well and prevented from reoccurring, that could be helped by having an independent chairman to run the Board of Directors: Oxfam America Report: criticism over alleged tax evasion through shifting profits into tax havens September 2018 FDA Warning on diabetes medication SGLT2 Inhibitors over alleged cause of serious infection; One death and 11 Injuries September 2018 Propecia and Proscar (Finasteride): Lawsuits over alleged side effects July 2018 Fosamax: Personal injury lawsuits over alleged bone injuries and Osteonecrosis of the Jaw July 2018 Class Action over alleged gender discrimination, Smith lawsuit June 2018 Cyber malware breach related to “NotPetya” malware, affected operations and productions of certain medicines and vaccines June 2018 MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 88 PROPOSAL 5 SHAREHOLDER PROPOSAL CONCERNING AN INDEPENDENT BOARD CHAIRMAN   Lawsuit filed over alleged anti-competitive practices2020. Boeing then adopted this proposal topic in the pricing of Zetia cholesterol drug, Providence City, RI June 2018 Federal Antitrust Commission Report into alleged lack of competition among drug manufacturers, Mexico August 2017 Statement of Objection issued by the European Commission on the Sigma-Aldrich merger over alleged EU rules breach July 2017 Remicade (Infliximab): UK Investigation over anticompetitive practices May 2017 Criticism over alleged role in offshore tax havens April 2017 Merck filed petition to the SEC to omit shareholder proposals regarding drug pricing from annual meeting ballots March 2017 An independent Chairman is best positioned to build up the oversight capabilities of our directors while our CEO addresses the challenging day-to-day issues facing the company.2020. The roles of Chairman of the Board and CEO are fundamentally different and should not be held by 2 directors, a CEO and a Chairman who is completely independent of the same person. ThereCEO and our company. This proposal topic won 46% shareholder support at Merck in 2017. This 46%-support likely represented 51 %-support from the shares that have access to independent proxy voting advice. Merck management should be a clear division of responsibilities between these positionssupport the majority vote from the shares that have access to insure a balance of powerindependent proxy voting advice and authority are not forced to rely on the Board.biased opinion of management on an important governance topic. At its 2020 annual meeting Lowe’s (LOW) directors said that having a separate Chairman and Chief Executive Officer affords allows the Chairman to devote his time and attention to Board oversight. The Merck board needs attention. In 2021 Mr. Leslie Brun received 190 million negative votes and Ms. Patricia Russo received 228 million negative votes. These 2 negative votes were up to 28-times the negative votes received by other Merck directors. These 2 directors were also the leaders in negative votes at Merck in 2020. Plus Mr. Thomas Glocer, the new Lead Director, has 15-years long tenure. As director tenure goes up director independence goes down. Independence is the most important attribute in a Lead Director. With the current policy of allowing a CEO to serve as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman. A lead director can delegate most of the lead director duties to the CEO office and then · simply rubber-stamp it. There is no way shareholders can be sure of what goes on. The lack of an enduring policy for an independent Board Chairman policy is an unfortunate way to discourage promising new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would not stand up to effective oversight. Please vote yes: Independent Board Chairman – Proposal 4   INDEPENDENT BOARD CHAIRMAN — PROPOSAL 5Merck & Co., Inc. 2022 Proxy Statement 86   Proposal 4    Shareholder Proposal Regarding an Independent Board Chairman   BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE PROPOSAL Board of Directors’ Statement in Opposition to the Proposal The Board has carefully considered the shareholder proposal and, for the reasons described below, believes adopting the shareholder proposalit is not in the best interests of Merck’s shareholders. The Board’s current leadership model provides strong, consistent and experienced leadership, as well as robust, effective and independent Board oversight, of Merck’s business, and also provides the Directors with appropriate discretion to ensure that any decision regarding the Chairmanship ofallows the Board is fully informed by allappropriate flexibility to determine the best leadership structure based on facts and circumstances that apply at the time of the decision.a given time.   As the needs of the Company evolve,Providing our independent and skilled Board of Directors should have the discretionflexibility to choose thedetermine our leadership structure thatat a given time and based on relevant circumstances best serves the interests of Merck’sour shareholders and our Company. Our Board continues to believebelieves that the Companyour shareholders and our shareholdersCompany are best served by allowing the Board to exercise its judgment regarding the bestmost appropriate leadership structure forof the Company generally, and the best person to serve as its Chairperson specifically.Board at a given time. The bestindependent members of the Board regularly review this structure and will do so in 2022. The most effective leadership structure at anya given time will depend on a variety of factors, including the leadership, skills and experience of each of the CEO, the independent Lead Independent Director and the other members of the Board, as well as the needs of the business and the competitive landscape, among other factors. The Directors who serve on a Board areis best positioned to identify, based on those factors, the individual who has the skills and commitment to perform the Chairperson role of Chair most effectively and who hasat the confidence and cooperationtime. As part of the other directors. The Board’s discretion should not be unduly constrainedCompany’s CEO transition in advance. As indicated under2021, the Board, Leadership Structure section on page 15considering the facts and circumstances at the time, determined that Merck’s shareholders were best served by a leadership structure consisting of this proxy statement,Mr. Frazier, our former CEO, serving as Executive Chairman for a transition period, Mr. Davis serving as CEO and President, and an independent director appointed by the independent members of the Merck Board, reviewcurrently Mr. Tom Glocer, serving as Lead Director. Each role has clearly delineated responsibilities: Mr. Frazier presides over meetings of the leadership structureBoard and shareholders and focuses on Board operations and governance matters; Mr. Davis is in charge of the general supervision, direction and strategy of the business and affairs of the Company onsubject to the Board’s overall oversight; and Mr. Glocer has a regular basisclear mandate and consider feedback from shareholderssignificant authority as expressedset forth in previous votes and in engagement dialogs with the Company. After consideration in 2018,Polices of the Board determinedand highlighted below. The Board believes that Merck’s shareholders continuethis structure works particularly well because it allows the Company to best be served by the unified Chairman/CEO role combined with a strong independent Lead Director with clearly defined and significant duties.benefit, during this transition period, from Mr. Frazier, our current Chairman/CEO, is a highly-seasoned and successful leader with deep expertiseFrazier’s years of experience in the pharmaceutical industry who has a strong track record of leadership roles at Merck. Since 2012,Merck, Mr. Frazier has consistently received more than 95% support fromDavis’ leadership as the Company’s shareholdersprincipal executive officer and Mr. Glocer’s leadership in our director elections.providing independent oversight. The Board will continue to evaluate regularly the effectiveness of the Company’s leadership structure in serving Merck’s shareholders. Such an evaluation would naturally take place at the time of the next CEO transition. The Board at that time will consider all of the relevant circumstances in determining whether shareholders’ interests are best served by continuing the current structure or transitioning to a different one. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 5 SHAREHOLDER PROPOSAL CONCERNING AN INDEPENDENT BOARD CHAIRMAN 89 Our existing governance practices and current leadership structure promote effective and independent Board oversight oversight. Our strong corporate governance policies and practices, including the substantial percentage of independent Directors on our Board, as well as the robust duties of our independent Lead Director, empower our independent Directors to effectively oversee senior management, includingmanagement. As further detailed in the performanceBoard Leadership Structure section of our Chief Executive Officer. The position of Lead Director at Merck comes with a clear mandate andthis proxy statement, the significant authority and responsibilities including:of the independent Lead Director are clearly defined and include, but are not limited to:   The authority to call meetings of the independent DirectorsDirectors; Presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent Directors;   Serving as the principal liaison on board-wide issues between the independent Directors, the Chair and the Chairman/CEOCEO; Approving meeting agendas and the information sent to the Board, including supporting material for meetings; Approving meeting schedules to ensure there is sufficient time for discussion of all agenda items;   Being available for consultation and direct communication with major shareholders, as appropriate Leading the annual performance evaluations of the Board and the Chairman/CEO Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Directors; Approving Board meeting agendas and schedules, and consulting with senior management on the supporting material for Board meetingsappropriate;   Serving as a liaison between the Board and shareholders on investor mattersmatters; Leading the annual performance evaluations of the Board, the Chair and the CEO; and   Leading the CEO succession planning processprocess. For more information on the Lead Director’s duties and responsibilities, see the Lead Director section beginning on page 16. 11 out of 12 Board members are independent andMoreover, all Board committees are chaired by independent Directors Since 2018, the Board has added two new independent Directors. Currently, 11 out of 12 Board members are independent. All four standing Board committees are made upcomposed solely of independent and experienced Directors and are led by an independent chair.chairs. These four independent Board committees are responsible for the oversight of many critical matters, such as evaluating the CEO’s performance, overseeing the integrity of the Company’s financial statements, monitoring our risk-management program, designing our executive compensation program, developing the strategies and operations for the Company’s research and development of pharmaceutical products and vaccines, reviewing policies and practices of the corporate political contributions program, and nominating new directors. As a non-independent Director, Directors, Mr. Frazier isand Mr. Davis are not a membermembers of any Board committee. This structure provides each Director with an equal stake in the Board’s actions and oversight role and makes them equally accountable to shareholders. Board Recommendation Summary The Board’s current leadership model strikes an appropriate balance between strong and consistent executive leadership and independent and effective oversight of Merck’s business. The proposal seeks to replace the Company’s balanced governance structure with an inflexible approach that restricts the Board’s ability, regardless of circumstances, to exercise judgment about which arrangements would best serve the interests of our Company and itsour shareholders at a particular time. The Board of Directors recommends a vote AGAINSTthis proposal.   MERCK & CO., INC.2019 PROXY STATEMENT   Back to Contents AGAINST   90The Board of Directors recommends that the shareholders vote AGAINST this proposal.     PROPOSAL 6 SHAREHOLDER PROPOSAL CONCERNING EXECUTIVE INCENTIVES AND STOCK BUYBACKSMerck & Co., Inc. 2022 Proxy Statement Proposal 5   Shareholder Proposal Regarding Access to COVID-19 Products     87 Proposal 5 – Shareholder Proposal Regarding Access to COVID-19 Products Oxfam America, Inc., of Washington, DC, and other co-filers, each owningwhich holds at least $2,000 in market value of the Company’s common stock, of the Company as of November 15, 2018, havehas given notice that they intendit intends to present for action at the Annual Meeting the following proposal:   PROPOSAL 6Proposal 5 — EXECUTIVE INCENTIVES AND STOCK BUYBACKSAccess to COVID-19 Products RESOLVED thatRESOLVED: shareholders of Merck & Co.,Co, Inc. (“Merck”) urgeask the Board of Directors to adoptreport to shareholders, at reasonable expense and omitting confidential and proprietary information, on whether and how the direct and indirect receipt of public financial support for development and manufacture of a policytherapeutic for COVID-19 is being, or will be, taken into account when making decisions that affect access to such products, such as sharing intellectual property through voluntary licenses or setting prices. Supporting Statement Merck is seeking emergency use authorization for molnupiravir, an antiviral medicine, to treat COVID-19.1 Molnupiravir was developed at Emory University using up to $35 million in US government funding from 2013 through 2020.2 Emory was responsible for non-clinical testing, which enabled Ridgeback, during its short period of managing the drug, to receive FDA approval for human testing.3 After the drug was licensed to Ridgeback in March 2020, Ridgeback entered into a collaboration with Merck, which has taken over clinical development and manufacturing.4 US government funding is responsible for the discovery and development of molnupiravir.5 The government also maintains ‘march-in’ rights under the Bayh-Dole Act to grant patent licenses to other producers.6 Merck has promised to make the medicine widely available. Specifically, Merck states that ‘global access has been a priority’ for the company.7 However, Merck’s commitments have not been matched by the demand that the CompensationCOVID-19 pandemic requires worldwide, nor shed light on how public support factors into decisions that affect access. Failure to meet delivery commitments and Benefits Committee (the “Committee”) must approvesetting inaccessible prices could jeopardize the company’s reputation, and ultimately harm investor returns. While Merck has signed bilateral licensing agreements and an agreement with the Medicines Patent Pool, those only cover an estimated half of the world’s population and exclude most upper-middle income countries most severely affected by COVID- 19, including Brazil and Mexico.8 Merck is likely to apply a proposed saletiered pricing strategy for countries not included in the voluntary license.9 Tiered pricing for small molecule medicines usually results in unaffordable prices, especially for middle-income countries.10 Nor does Merck’s domestic pricing strategy reflect significant public support: producing molnupiravir costs an estimated $20 per course,11 while the company charges up to $712 per course in the US, more than 35 times the cost of Compensation Shares byproduction.12 Merck does not explain how it addresses the relationship between investment in a senior executive during a Buybackproduct and for each such approval granted, explainits pricing and licensing strategy.13 It is unclear whether Merck could modify its pricing and licensing strategy in writing, for inclusion in Merck’s proxy statement for the relevant period, why the Committee concluded that approving the sale was in Merck’s long-term best interest. For purposes of this Proposal, “Compensation Shares” are shares of Merck common stock obtained pursuant to a compensation award, grant or other similar arrangement, including shares obtained upon the exercise of stock options, vesting of restricted stock or settlementcontext of a long-term incentive plan award. A Buyback occurs whenpandemic in which public support has contributed significantly to the development and commercialization of products. This Proposal seeks to fill this gap by asking Merck has announced itto explain whether and how the significant contribution to its products by public entities affects, or will be repurchasing sharesaffect, decisions that could affect access, such as setting prices or setting the scope of common stock.its voluntary licenses.   SUPPORTING STATEMENTAccess to COVID-19 Products — Proposal 5 1Seehttps://www.merck.com/news/merck-and-ridgebacks-investigational-oral-antiviral-molnupiravir-reduced-the-risk-of-hospitalization-or-death-by-approximately-50-percent-compared-to-placebo-for-patients-with-mild-or-moderat/ We support senior executive compensation arrangements that promote ethical behavior, encourage investment in innovation and the workforce, and align the interests of senior executives and long-term shareholders. We believe that equity compensation, appropriately managed, can be consistent with those objectives. We are concerned, however, that allowing senior executives to cash out during a Buyback defeats the long-term orientation which equity compensation is meant to foster. Buybacks have reached record levels in 2018 as a result of the 2017 Tax Cuts and Jobs Act, including the $10 billion in Buybacks which Merck announced in late 2017, and late 2018. This runs counter to the claims that the savings provided to corporations by the tax cut would be reinvested.1 Even before the recent surge, research found that Merck’s spending on research and development— at 19% of revenues— lagged behind the 20% of revenues the company spent on share buybacks and dividends from 2006 through 2015.2Seehttps://www.wabe.org/emory-researchers-think-they-have-a-drug-to-fight-the-new-coronavirus/; https://www.washingtonpost.com/business/2020/06/11/coronavirus-drug-ridgeback-biotherapeutics/; https://www.keionline.org/36648 3See https://www.washingtonpost.com/business/2020/06/11/coronavirus-drug-ridgeback-biotherapeutics/ 4See https://www.businesswire.com/news/home/20200526005229/en/ 5See https://www.keionline.org/36648 6See https://www.keionline.org/36648 7Seehttps://www.merck.com/news/merck-and-ridgeback-statement-on-positive-fda-advisory-committee-vote-for-investigational-oral-antiviral-molnupiravir-for-treatment-of-mild-to-moderate-covid-19-in-high-risk-adults/ 8 Seehttps://msfaccess.org/license-between-merck-and-medicines-patent-pool-global-production-promising-new-covid-19-drug 9 Seehttps://www.merck.com/news/merck-and-ridgeback-statement-on-positive-fda-advisory-committee-vote-for-investigational-oral-antiviral-molnupiravir-for-treatment-of-mild-to-moderate-covid-19-in-high-risk-adults/ 10 Seehttps://www.researchgate.net/publication/51712884_A_win-win_solution_A_critical_analysis_of_tiered_pricing_to_improve_access_to_medicines_in_developing_countries 11 Seehttps://scholar.harvard.edu/melissabarber/publications/estimated-cost-based-generic-prices-molnupiravir-treatment-covid-19 12 See https://www.nytimes.com/2021/10/27/health/covid-pill-access-molnupiravir.html 13 Seehttps://www.merck.com/wp-content/uploads/sites/5/2021/08/Merck-Access-to-Health-Principles_Update-2021.pdf   A 2018 study by Commissioner Robert Jackson’s staff found that sales of company stock by insiders increased significantly following Buyback announcements: The number of companies with at least one insider selling in the eight days after an announcement was double the number absent a buyback, and the average daily trade size was five times larger. Insiders benefited from a stock price bump following the announcement, which averaged over 2.5%. Commissioner Jackson concluded that Buybacks “give executives an opportunity to take significant cash off the table, breaking the pay-performance link.”3Merck & Co., Inc. 2022 Proxy Statement We agree with Commissioner Jackson that “corporate boards and their counsel should pay closer attention to the implications of a buyback for the link between pay and performance.” To that end, he urged that compensation committees should be required to approve sales of shares acquired through equity compensation programs and, if approval is granted, disclose to shareholders why the sale is in the company’s long-term best interests. Our proposal urges Merck to adopt that suggestion for sales by senior executives of Compensation Shares during Buybacks.4 In our view, scrutinizing decisions to cash out will help keep senior executives’ focus on the long term, where it belongs. We urge shareholders to vote for this Proposal. EXECUTIVE INCENTIVES AND STOCK BUYBACKS — PROPOSAL 6 1 88 E.g., https://www.nbcnews.com/politics/politics-news/trump-signs-tax-cut-bill-first-big-legislative-win-n832141;  Proposal 5    Shareholder Proposal Regarding Access to COVID-19 Products http://nymag.com/daily/intelligencer/2018/07/corporations-are-investing-in-stock-buybacks-that-dont-pay.html 2 See https://www.oxfamamerica.org/explore/research-publications/prescription-for-poverty/ 3 See https://www.sec.gov/news/speech/speech-jackson-061118 4 See https://www.sec.gov/news/speech/speech-jackson-061118 MERCK & CO., INC.2019 PROXY STATEMENT BackBoard of Directors’ Statement in Opposition to Contents PROPOSAL 6 SHAREHOLDER PROPOSAL CONCERNING EXECUTIVE INCENTIVES AND STOCK BUYBACKS 91 BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE PROPOSAL the Proposal The Board has considered this shareholder proposal carefully considered the proposal and for the reasons described below,recommends a vote AGAINST it. The Board believes adopting the shareholder proposal is not in the best interests of the Company or our shareholders because it is unnecessary in light ofand duplicative considering the Company’s existing stock ownership policypractices and rigorous safeguardstransparency regarding access to molnupiravir, the investigational oral antiviral COVID-19 medicine being developed in collaboration with Ridgeback Biotherapeutics. Merck has been transparent about our commitment to providing timely access to molnupiravir globally through our comprehensive supply and access approach and invested in manufacturing at-risk so that regulate stock salessupply would be available if molnupiravir received regulatory authorizations or approvals. As further discussed below, this approach and our transparency has been commended publicly by senior executives.shareholders that submitted a similar shareholder proposal in connection with our 2021 annual meeting. Indeed, other than Oxfam America, the lone proponent of this year’s proposal, each of the other 15 co-proponents of last year’s proposal did not submit a similar proposal this year.   Executives are requiredMerck is committed to holdincreasing access globally to molnupiravir following regulatory authorizations or approvals and has been transparent regarding our approach. Merck has a meaningful amountlong track record of making our vaccines and medicines accessible and affordable globally. Recognizing that SARS-CoV-2/COVID-19 is an unrivaled scientific and global health challenge, Merck stock at all timeshas been committed to a strategy to increase global access to molnupiravir following regulatory authorizations or approvals. We invested at-risk The Compensation – before we had any data on clinical efficacy – to support manufacturing scale-up so that molnupiravir would be available if regulatory authorizations or approvals were received. We have also entered into licensing agreements to support timely access to molnupiravir globally. For example, Merck has entered into a licensing agreement with the Medicines Patent Pool (“MPP”) to increase broad access for molnupiravir in 105 low- and Benefits Committee recognizesmiddle-income countries following appropriate regulatory approvals (the “MPP Agreement”). Charles Gore, executive director of MPP, called the critical rolelicensing agreement a “transparent, public health-driven agreement” and noted that executive stock ownershipit was “MPP’s first voluntary license for a COVID-19 medical technology, and we hope that [Merck]’s agreement with MPP will be a strong encouragement to others.”1 Additionally, Merck has entered into non-exclusive voluntary license agreements for molnupiravir with established generic manufacturers to accelerate availability of molnupiravir in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which the CEOmore than 100 low- and other senior executives are required to acquire and hold a substantial amount of Merck common stock. Specifically, our CEO is required to hold an amount representing six times his base salary, and in fact holds over six times more stock than required. Our other NEOs are required to hold an amount representing three times their respective base salaries. Any executives who are not in compliance with our stock ownership guidelines are required to retain in stock a percentage of the after-tax net proceeds associated with stock option exercises and/middle-income countries following approvals or PSU and RSU distributions (100% for the CEO and 75% for the other NEOs). For more information, see “Stock Ownership Requirements” beginning on page 55. Company policy and federal law constrain stock salesemergency authorization by executives local regulatory agencies. In addition, Merck has disclosed that our comprehensive supply and access approach for molnupiravir has also included investing at risk to produce millions of courses of therapy, tiered pricing based on World Bank country income criteria to reflect countries’ relative ability to finance their health response to the stock ownership policy, we also have establishedpandemic, allocating up to 3 million courses of therapy for distribution through UNICEF and enforce policies that permit senior executivesthe ACT Accelerator Therapeutics Partnership to sellsupplement the supply from licensed generic manufacturers, and entering into supply agreements with governments. To-date, Merck common stock only during a limited window period each quarter or pursuant to a pre-planned program(a) has entered into during a window period. These policies require executivesan advance purchase agreement with the U.S. government for the supply of molnupiravir, (b) has entered into advance purchase and supply agreements for molnupiravir with governments for over 30 markets worldwide, including Australia, Canada, Korea, Japan, Thailand, Ukraine and United Kingdom, pending regulatory authorizations, and is currently in discussions with additional governments, and (c) has shipped molnupiravir to obtain pre-approval from the Merck legal department for any trade of Merck common stock to ensure that all legal and regulatory requirements are met. Moreover, federal securities laws require certain transactions in Merck shares by executive officers to be promptly reportedover 25 markets, including approximately 3.1 million patient courses supplied to the SEC soU.S. government under its advance purchase agreement. In countries where molnupiravir is approved or authorized, patients have begun to receive the medicine. Merck’s efforts regarding global access to molnupiravir have been recognized, including by ICCR members that investors are fully informed. Executives may have personal considerations that necessitate the sale of some stock Our senior executives earnsubmitted a significant portion of their total compensation in the form of equity that is subject to both time vesting and restrictive covenants. As a result, over time, a considerable portion of a long-serving executive’s wealth will increasingly be concentrated in Merck common stock. When executive officers choose to sell a portion of their shares, they often have legitimate and compelling reasons, unrelated to the prevailing trading price or the existence of a buyback program, such as medical or education expenses, the desire to balance a portfolio, or estate-planning needs. Board Recommendation The Board believes the existing stock ownership policy and rigorous safeguards that regulate stock sales by senior executives best ensure that the interests of senior executives with respect to stock ownership are aligned with the interests of shareholders, and that the additional approval and reporting requirements called for by thesimilar shareholder proposal would be an unnecessaryin 2021. Merck received a similar proposal last year from 16 co-proponents, including Oxfam America and unproductive useother members of the Company’s time and resources that would not enhance such alignment. The BoardInterfaith Center on Corporate Responsibility (“ICCR”), requesting a nearly identical report. Other than Oxfam America, none of Directors recommendsthe other co-proponents of last year’s proposal submitted a vote AGAINSTrepeat proposal this proposal. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 92 PROPOSAL 7 SHAREHOLDER PROPOSAL CONCERNING DRUG PRICING Theyear. Indeed, following Merck’s announcement of the MPP Agreement, a representative of the Province of Saint Joseph of the Capuchin Order of Milwaukee, Wisconsin,WI, the lead proponent of last year’s proposal, contacted Merck personnel to inform Merck that they would not be re-submitting the shareholder proposal again this year. Seventh Generation Interfaith, an ICCR member involved with last year’s proposal, issued a statement following the announcement of the MPP Agreement noting that they “do believe that Merck’s decision to make the agreement with MPP is consistent with our proposal request” and that “Merck’s agreement with the MPP goes a long way toward advancing access globally”.2 ICCR itself issued a release stating that members of ICCR and Merck shareholders were “gratified by [the] news” that Merck had entered into the MPP Agreement and that the ICCR members “welcomed the agreement as a precedent-setting event that will hopefully pressure other co-filers, each owningpharmaceutical companies with COVID-19 entries . . . to follow suit and enter into negotiations with the MPP”.3 Summary Providing timely access globally to molnupiravir has been a priority for Merck and Ridgeback since the inception of their molnupiravir collaboration, and Merck has been transparent regarding our comprehensive supply and access approach to doing so. This transparency has been commended by shareholders that submitted a similar proposal last year, including a public statement that the MPP Agreement was “consistent with [their] proposal request”.4 As such, we believe that preparing the requested report would be duplicative and not an effective use of Merck’s resources, nor provide shareholders with additional meaningful disclosures. 1Seehttps://medicinespatentpool.org/news-publications-post/mpp-msd-new-licence-announcement-molnupiravir 2See https://seventhgenerationinterfaith.org/category/iccr/ (noting that they hope that “other pharmaceutical companies follow Merck’s lead and make these lifesaving medications available broadly through mechanisms like the MPP and to do so in terms that are transparent”). 3Seehttps://www.iccr.org/shareholders-welcome-mercks-decision-share-ip-covid-19-anti-viral-drug (noting also that “We have witnessed the power of the MPP model in advancing access to life-saving medicines . . . Merck has become a first-mover with molnupiravir for COVID-19 and we will be letting its peers know of our expectation that they will soon be following in Merck’s footsteps.”) 4See https://seventhgenerationinterfaith.org/category/iccr/ AGAINST The Board of Directors recommends that the shareholders vote AGAINST this proposal. Merck & Co., Inc. 2022 Proxy Statement Proposal 6   Shareholder Proposal Regarding Lobbying Expenditure Disclosure   89 Proposal 6 – Shareholder Proposal Regarding Lobbying Expenditure Disclosure National Legal and Policy Center, which holds at least $2,000 in market value of the Company’s common stock, of the Company as of November 27, 2018, havehas given notice that they intendit intends to present for action at the Annual Meeting the following proposal:   PROPOSAL 7Proposal 6 — DRUG PRICINGLobbying Expenditure Disclosure RESOLVED,RESOLVED: The shareholders request that shareholders of Merck & Co., Inc. (“Merck”) urgeprovide a full, detailed disclosure of our company’s direct and indirect lobbying activities and expenditures to assess whether our lobbying is consistent with Merck’s expressed goals and in shareholders’ best interests. Shareholders request the CompensationBoard prepare a report, updated annually disclosing: 1. Company policy and Benefits Committeeprocedures governing lobbying, both direct and indirect, and grassroots lobbying communications; 2. Payments by Merck used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient; 3. Description of the decision-making process and oversight by management and the Board for making payments described in section 2 above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to report annuallythe general public that (a) refers to shareholdersspecific legislation or regulation; (b) reflects a view on the extentlegislation or regulation; and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which risks related to public concern over drug pricing strategies are integrated into Merck’s incentive compensation policies, plansMerck is a member. Both “direct and programs (“arrangements”) for senior executives. indirect lobbying” and “grassroots lobbying communications” include lobbying at the local, state and federal levels. The report should include, but need notshall be limitedpresented to discussionthe Audit Committee or other relevant oversight committees of whether (i) incentive compensation arrangements reward, or not penalize, senior executives for adopting pricing strategies, or makingthe Board and honoring commitments about pricing, that incorporate public concern regarding prescription drug prices; and (ii) such concern is considered when setting financial targets for incentive compensation arrangements.full details posted on the company’s website. SUPPORTING STATEMENT Supporting Statement As long-term investors,shareholders we believeencourage transparency and accountability regarding staff time and corporate funds to influence legislation and regulation, both directly and indirectly. Merck’s lobbying expenditures may not include grassroots lobbying to directly influence legislation by mobilizing public support or opposition, nor lobbying expenditures in states that senior executive incentive compensation arrangements should reward the creationdo not require disclosure. Absent a system of sustainable value. To that end, it is important that those arrangements align with company strategytransparency and encourage responsible risk management. We are concerned that the incentive compensation arrangements applicable to Merck’s senioraccountability for lobbying expenditures, Merck executives may discourage them from taking actionsuse Company assets for objectives that result in lower short-term financial performance even when those actionsare not shared by and may be in Merck’s best long-term interests. Merck has committedinimical to limit average price increasesthe interests of the Company and its drugsshareholders. Current disclosure is insufficient to allow the Company’s Board, its shareholders, and its current and prospective customers to fully evaluate its lobbying priorities. There is currently no more thansingle source providing shareholders the rate of inflation (https://www.marketwatch.com/story/merck-to-lower-price-of-hep-c-treatment-zepatier-by-60-commits-to-responsible-pricing-2018-07-19), but incentive compensation arrangements may be inconsistent with that commitment.information sought by this resolution. Lobbying Expenditure Disclosure — Proposal 6   Merck uses revenue and pre-tax income as metrics for the annual bonus, and earnings per share (EPS) is a metric for performance share units granted after January 1, 2017. (2018& Co., Inc. 2022 Proxy Statement at 51, 61) A 2017 Credit Suisse analyst report identified Merck as a company where U.S. net price increases accounted for at least 100% of 2016 net income growth. (Global Pharma and Biotech Sector Review: Exploring Future US Pricing Pressure, Apr. 18, 2017, at 22) 90   Proposal 6    Shareholder Proposal Regarding Lobbying Expenditure Disclosure   In our view, risksBoard of Directors’ Statement in Opposition to long-term value arise when large senior executive payouts can be driven by price hikes. Attention may focus on both high senior executive payouts and drug pricing, fueling public outrage. Ovid Therapeutics CEO Jeremy Levin has argued that incentives to boost short-term performance, such as EPS, lead executives to raise prices (and rebates to middlemen), starve research and development and buy back shares. (https://www.biocentury.com/biocentury/strategy/2016-09-19/why-jeremy-levin-says-executive-compensation-and-drug-pricing-must-) Incentives may have societal implications, as one critic of high pay for healthcare executives has noted: “[I]f the most influential executives of these companies are being paid to keep that [cost] trajectory up, that’s money that’s being taken away from education or infrastructure or other parts of the economy that may not be growing as quickly, and maybe that we’d want to grow more quickly.” (https://www.npr.org/sections/health-shots/2017/07/26/539518682/ as-cost-of-u-s-health-care-skyrockets-so-does-pay-of-health-care-ceos) The disclosure we request would allow shareholders to better assess the extent to which compensation arrangements encourage senior executives to responsibly manage risks relating to drug pricing and contribute to long-term value creation. For example, it would be useful for investors to know whether incentive compensation target amounts reflect consideration of pricing pressures. We urge shareholders to vote for this Proposal. DRUG PRICING — PROPOSAL 7 MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents PROPOSAL 7 SHAREHOLDER PROPOSAL CONCERNING DRUG PRICING 93 BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE PROPOSAL Proposal The Board has considered this shareholder proposal carefully considered the proposal and for the reasons described below, believes that adopting the shareholder proposal is unnecessary because Merck already has a comprehensive system of disclosures for the categories specified in this proposal. In fact, Merck has been recognized by the CPA-Zicklin Index of Corporate Political Disclosure and duplicativeAccountability as a “trendsetter” in political disclosure and accountability for the past 5 years.1 In light of the foregoing and as described below, the Board believes that the preparation by the Company of the report sought by the proposal would not be an effective use of the Company’s existing risk management practicesresources and disclosures related to pricing and executive compensation.recommends a vote AGAINST the proposal.   Policies and Procedures Governing Lobbying Merck is committed to responsible pricingparticipating constructively and future innovation Merck’s missionresponsibly in the political process and to providing clarifying analysis and information regarding the issues that affect our business and patient care. Our participation in the political process is guided by the following principles: improving patient access to inventhealthcare, including access to medicines and vaccines, that saveimproving access to animal health products, and improve lives. encouraging innovation. The Company invests billionspublicly discloses information regarding our public policy positions and advocacy expenditures on our website at www.merck.com/company-overview/responsibility /transparency-disclosures/ as well as in our Environmental, Social & Governance (ESG) progress report. This information includes the principles governing the Company’s corporate and political action committee spending. Our political contributions are made in accordance with all applicable laws and Company policies and procedures and are overseen by senior management. The Governance Committee, which is composed entirely of dollarsindependent directors, monitors all such contributions and reviews the policies and practices of the corporate political contributions program. Payments Used for Lobbying The Company semiannually posts our contributions, categorized by state, candidate and amount for our corporate political and political action committee contributions in the U.S. and annually posts our contributions in researchCanada and development toward this goal.Australia. These disclosures include information for the past 5 years. We also seek to ensuredisclose a list of U.S. industry and trade groups in which we are members where our dues are greater than $25,000 and the portion of our dues that patients have meaningful access tothese groups use for advocacy and/or political activities. In compliance with the medicines we developLobbying Disclosure Act, Merck files a quarterly report that discloses the Company’s total federal lobbying expenditures (paid directly and have long been committed to responsible pricing practices. Indeed,through trade associations), the name of any legislation or its subject that was the topic of communication, the individuals who lobbied on behalf of the Company, and the legislative body or executive branch contacted. That report can be found on the U.S. Senate Office of Public Records website or the U.S. House of Representatives Office of the Clerk website. Similarly, any indirect contribution (e.g., payments for events honoring covered elected officials) is disclosed as part of mandatory filings available on the Senate and House of Representative’s websites. Payments that the Company makes for outside lobbying services are disclosed by the outside firms as well and are also available and searchable in the lobbying disclosure website of both the Senate and the House of Representatives. For state activity, in states where the Company has implemented multiple programs to help eligible patients who cannot afford their medications. Our pricing approach supports these efforts: we looka registered lobbyist, reports are filed consistent with state law and are publicly available at the valueappropriate state agency or on the state’s public website. Decision-making and Oversight for Lobbying-Related Payments The Company’s decision-making and oversight process for lobbying-related payments is already available to our shareholders, including in this proxy statement as well as in past proxy statements. The Company’s public policy positions are determined by senior management with oversight by the Governance Committee. In addition, the full Board receives a medicine providesreport twice a year on the Company’s political contributions, as well as the Company’s payments to patientstrade associations and to society,other tax-exempt organizations that may be used for lobbying and simultaneously take into accountpolitical activities. Summary Merck’s practices, policies, and disclosures, reflected in our recognition by the need to pay an appropriate return on invested capital to ensure that we can sustain our researchCPA-Zicklin Index of Corporate Political Disclosure and development initiatives over the long term. Merck is also proud ofAccountability as a “trendsetter” for 5 years in a row, demonstrate our commitment to pricing transparency. In January 2017,transparency and accountability for lobbying expenditures. Merck already discloses the information sought by the shareholder proposal, including disclosures on our political contributions and lobbying activities, our policies and procedures governing lobbying, and our related decision-making and oversight, and we were onebelieve that preparing the requested report would be duplicative and not an effective use of Merck’s resources or management time, nor provide shareholders with additional meaningful disclosures. 1 The 2021 CPA-Zicklin Index, which is the first major pharmaceutical companies to begin providing an annual report disclosing the average annual list and net price changes across our product portfolio in the United States, including the rebates and discounts we provide to payers. These data show that our average annual net price changes (after rebates and discounts) across our U.S. human health portfolio have been in the low-to-mid single digit range since 2010.most recent, is available at https://www.politicalaccountability.net/cpa-zicklin-index/.   Detailed pricing decisions regarding individual products sold in diverse parts of the world are appropriately determined by experienced Company managers in the ordinary course of business. Still, our Board of Directors appreciates the importance of risks related to pricing from a strategic and reputational perspective. This concern is reflected in the Board’s oversight of the Company’s long-term strategy, as well as our Enterprise Risk Management process. The Company’s pricing strategies, public attitudes regarding pricing, and trends in the external environment all are important components of the Board’s deliberations. AGAINST The Board of Directors recommends that the shareholders vote AGAINST this proposal.   Our executive compensation program does not encourage inappropriate pricing decisionsMerck & Co., Inc. 2022 Proxy Statement The Compensation and Benefits Committee regularly evaluates our executive compensation programs, policies and practices through a formal, third-party risk assessment to ensure the plans do not encourage inappropriate risk-taking or threaten the Company’s long-term interests. This third-party assessment specifically includes an analysis of risks related to short-term incentives and the impact on long-term sustainability. As fully described under Compensation Risk Assessment on page 56, Pay Governance, an independent compensation consultant, performed an independent review of our compensation policies and practices in the fall of 2018. Pay Governance concluded that our programs and policies are structured and operated in a manner that does not create risks reasonably likely to have a material adverse effect on our business, including the absence of problematic pay practices. In addition to conducting and disclosing the results of this specific risk assessment regarding pay practices, the Company also already provides extensive disclosure on the careful design of our incentive compensation programs. Any plans for price increases are factored into the corporate budgeting process and included in the plan against which senior executives’ performance is measured and compensation is paid. The CD&A, starting on page 42, provides substantial detail on the manner in which our executive compensation programs are designed to align the interests of our senior executives with those of our shareholders to ensure prudent actions that will benefit Merck’s long-term value. Board Recommendation The Company already provides substantial disclosure on the issues addressed in the proposal. Specifically, the Board has demonstrated its commitment to evaluating and reporting on how enterprise risks, including risks associated with public concern over drug pricing, are integrated into our compensation policies and practices. The Board believes that its current annual disclosures are consistent with what the proposal seeks — an annual report on the extent to which risks associated with public concern over drug pricing strategies are integrated into the Company’s incentive compensation plans and programs. The Board of Directors recommends a vote AGAINSTthis proposal. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING        91 Questions and Answers About the Annual Meeting and Voting     94   MERCK & CO., INC. 2019 ANNUAL MEETING OF SHAREHOLDERS DETAILS Merck & Co., Inc. 2022 Annual Meeting of Shareholders Details Date and Time: Tuesday, May 28, 2019,24, 2022, at 9:00 a.m., local timeEastern Time Location: Bridgewater Marriott, 700 Commons Way, Bridgewater, New Jersey 08807 Location: Via Webcast at www.virtualshareholdermeeting.com/MRK2022 Record Date: March 29, 201925, 2022 We hope you will fully participate as a shareholder and exercise your right to vote. It is very important that you vote to play a part in the future of our Company. You do not need to attend the Annual Meeting of Shareholders to vote your shares. Please cast your vote right away on all of the following proposals to ensure that your shares are represented:        More information Board’s recommendation More information Board’s recommendation Broker discretionary voting allowed? Votes required for approval Abstentions and Broker Non-Votes PROPOSAL 1 Election of Directors Page 30 FOR each Nominee No Majority of votes cast   PROPOSALProposal 1 Election of Directors Page 32 FOR each Nominee No Majority of votes cast Do not count for all six proposals (no effect) Proposal 2 Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) Page 4042 FOR No FOR No Majority of votes cast Do not count for all seven proposals (no effect) PROPOSALProposal 3 Proposal to Adopt the 2019 Incentive Stock Plan Page 75 FOR No Majority of votes cast PROPOSAL 4 Ratification of Appointment of Independent Registered Public Accounting Firm for 20192022 Page 8482 FOR Yes FOR Yes Majority of votes cast PROPOSAL 5-7Proposal 4,5 and 6 Shareholder Proposals Page 87-9385-90 AGAINST No AGAINST No Majority of votes cast MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents QUESTIONS AND ANSWERS 95 WHY DIDWhy did I RECEIVE THIS PROXY STATEMENT? receive this Proxy Statement? The Board of Directors is soliciting your proxy to vote at the Annual Meeting because you were a shareholder at the close of business on March 29, 2019,25, 2022, the record date, and are entitled to vote at the Annual Meeting. This proxy statement and 20182021 Annual Report on Form 10-K (the “Proxy Materials”), along with either a proxy card, a voting instruction form, or Notice of Internet Availability of Proxy Materials, as applicable, are being distributed to shareholders beginning on April 8, 2019. The4, 2022. This proxy statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER? What is the difference between holding shares as a shareholder of record and holding shares as a beneficial owner? If your shares are registered directly in your name with Merck’s transfer agent, Equinity Trust Company,Equiniti Shareowner Services, you are considered with respect to those shares, the shareholder of record. for those shares. The Proxy Materials and proxy card have been sent directly to you by Merck. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares. The Proxy Materials have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares. See ”Voting Information“Voting information for Beneficial Owners”beneficial owners” on page 96.93.   WHAT SHARES ARE INCLUDED ON THE PROXY CARD?Merck & Co., Inc. 2022 Proxy Statement 92   Questions and Answers About the Annual Meeting and Voting   What shares are included on the proxy card? The shares on your proxy card represent shares registered in your name, as well as shares in the Merck Stock Investment Plan. However, the proxy card does not include shares held for participants in the Merck & Co., Inc. U.S. Savings Plan, MSD Employee Stock Purchase and Savings Plan, Merck Puerto Rico Employee Savings Plans and Security Plan or the Merck Frosst Canada Inc. Stock Purchase Plan. Instead, these participants will receive separate voting instruction cards covering these shares from plan trustees. WHAT CONSTITUTES A QUORUM? What constitutes a quorum? As of the record date, 2,583,075,0982,528,353,085 shares of Merck common stock were issued and outstanding. Each share of common stock is entitled to one vote per share. A majority of the outstanding shares present in personat the Annual Meeting or represented by proxy constitutes a quorum for the transaction of business at the Annual Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum. How do I attend the Annual Meeting? HOW DO I ATTEND THE ANNUAL MEETING? AllThe Annual Meeting will be held in a solely virtual format, and all shareholders as of the record date, March 29, 2019, may25, 2022, as well as guests are invited to attend. To attend the Annual Meeting, but must have an admission ticket andvisit the online meeting platform at: www.virtualshareholdermeeting.com/MRK2022. Access to the meeting platform will begin at 8:45 a.m. on May 24, 2022 (Eastern Time). If you are a valid, government-issued photo identification. Ticketsshareholder as of the record date, March 25, 2022, you will be availableable to registeredparticipate in the meeting by voting your shares and beneficial owners and to one guest accompanying each registered or beneficial owner. You must request an admission ticket on or before May 13, 2019, if you wish to attendasking questions through the Annual Meeting in Person. You can get your ticket(s) by accessing Shareholder Meeting Registration at www.proxyvote.com and followingonline meeting platform. To do so, enter the instructions provided. You will need the 16-digit control number included on your proxy card, votervoting instruction form or Notice of Internet Availability of Proxy Materials. Each person attendingMaterials when you visit the online meeting platform listed above. Guests may also access the Annual Meeting must bringbut may do so solely in listen-only mode. No control number is required for guests. The meeting will include a printed ticketquestion and answer session, and we will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group them together and provide a valid photo ID, such as a driver’s license or passport. Failuresingle response to follow these admission procedures may delay your entry into, or prevent you from being admittedavoid repetition. Asking questions: You will have multiple opportunities to oursubmit questions for the Annual Meeting.   • To submit a question before the Annual Meeting, visit www.proxyvote.com with your 16-digit control number and select the “Submit a Question” option. Directions to You can also submit a question via the online platform live during the Annual Meeting will be available on your ticketMeeting. Whether or by visiting www.merck.com/finance/proxy/overview.html. Ifnot you are unable to print your ticket(s), please contact Shareholder Meeting Registration Support at 1-844-318-0137 (toll free) or 1-925-331-6070 (international toll call) for assistance. WEBCAST If you are unableplan to attend the Annual Meeting, we urge you will be able to viewvote and listen tosubmit your proxy in advance by one of the advance voting methods described in the “How do I vote?” section below. If you encounter any technical difficulties with the meeting online. We will broadcastplatform on the date of the Annual Meeting, as a live webcast through our website. The webcasttechnical support will be available during this time and will remain available for replay for one month followinguntil the meeting. Visit our Investor Relations website at https://investors.merck.com/events-and-presentations.virtual Annual Meeting has ended. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 96 QUESTIONS AND ANSWERS HOW DOHow do I VOTE? vote? If you are a shareholder of record, you may vote using any of the following methods:   Proxy card. Be sure to complete, sign and date the card and return it in the prepaid envelope.   • Via the internet. You may vote online at www.proxyvote.comproxyvote.com. You will need the 16-digit control number on the proxy card or the Notice of Internet Availability of Proxy Materials. The internet voting will close at 11:59 p.m. Eastern Time on May 27, 2019.23, 2022.   By telephone. You may vote by calling 1-800-690-6903 (toll free). The telephone voting facilities will close at 11:59 p.m. Eastern Time on May 27, 2019.23, 2022.   In person atBy QR code. You may vote by scanning the QR code on page 1 with your mobile device (may require free app). At the Annual Meeting. All shareholders may vote in person at the Annual Meeting. Please see “How Dodo I Attend Theattend the Annual Meeting?” on page 95. You may also execute a proxy to designate another person to represent you.above. Merck & Co., Inc. 2022 Proxy Statement Questions and Answers About the Annual Meeting and Voting   93   If you are a beneficial ownerof shares, you may vote by following the voting instructions provided by your broker, bank or nominee. If you wish toYou may also vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspectors of election with your ballot.Meeting.   If you own MERCK shares How to vote in person at the Annual Meeting in your name, you are a REGISTERED shareholder Attend and You may vote in person, or send a representative with a properly executed proxy designating such person as your representative, and submit your vote by proxy ballot provided at the virtual meeting by visiting www.virtualshareholdermeeting.com/MRK2022 and entering the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. through a BROKER, BANK, OR NOMINEE, you are a BENEFICIAL OWNER Attend and You may vote in person if you obtain a legal proxy from the record owner in advance of the meeting and bring it with you to hand in along with the proxy ballot provided at the virtual meeting by visiting www.virtualshareholdermeeting.com/MRK2022 and entering the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, but you should confirm this process with your broker, bank, or nominee. WHAT CANWhat can I DO IFdo if I CHANGE MY MIND AFTERchange my mind after I VOTE MY SHARES? vote my shares? If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:   sending written notice of revocation to the Secretary of the Company;   submitting a revised proxy by telephone, internet or paper ballot after the date of the revoked proxy; or   attending the Annual Meeting and voting in person.voting. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or nominee. You may also vote in person atduring the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.Meeting. WILL MY VOTES BE CONFIDENTIAL? Will my votes be confidential? Yes. Only the personal information necessary to enable proxy execution, such as control number or shareholder signature, is collected on the paper or online proxy cards. All shareholder proxies and ballots that identify individual shareholders are kept confidential and are not disclosed except as required by law. WHO WILL COUNT THE VOTE? Who will count the vote? Representatives of IVS Associates, Inc.First Coast Results will tabulate the votes and act as inspectors of election. VOTING INFORMATION FOR BENEFICIAL OWNERS Voting information for beneficial owners If you hold your shares through a broker, bank or nominee, you are considered the beneficial owner of those shares, but not the record holder.shareholder of record. As a beneficial owner, you will receive voting instructions from that record holderyour broker, bank or nominee and you must communicate your voting decisions to that particular institution rather than directly to(not the CompanyCompany) by using the voting instruction form that the institution provides to you. You may also vote your shares via telephone or the internet by following the specific instructions the institution provides to you for that purpose. Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2019)2022). If you do not provide voting instructions, your shares will not be voted on any proposal other than the ratification of the auditors. This is called a “broker non-vote.” For your vote to be counted, you will need tomust communicate your voting decisions to your broker, bank or nominee before the date of the Annual Meeting. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents QUESTIONS AND ANSWERS 97 WHAT IFWhat if I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS? return my proxy card but do not provide voting instructions? If you are a shareholder of recordand you return your signed proxy card but do not indicate your voting preferences, the individuals named in the proxy card will vote on your behalf as follows:   FOR the election as Directors of each of the twelvefourteen nominees;   FOR the approval of the compensation of our Named Executive Officers by a non-binding advisory vote;   FOR the approval of the 2019 Incentive Stock Plan; FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2019;2022; and   AGAINSTthe shareholder proposals.   WHAT IF I AM A PLAN PARTICIPANT AND DO NOT PROVIDE VOTING INSTRUCTIONS?Merck & Co., Inc. 2022 Proxy Statement 94   Questions and Answers About the Annual Meeting and Voting   What if I am a plan participant and do not provide voting instructions? If voting instructions are not received for shares held in the Merck & Co., Inc. U.S. Savings Plan, or the MSD Employee Stock Purchase and Savings Plan, those shares will not be voted. If voting instructions are not received from participants in the Merck Puerto Rico Employee Savings and Security Plan, the plan trustee will vote the shares you hold in the same proportion as the shares held in these plans for which voting instructions were timely received. If voting instructions are not received from participants in the Merck Frosst Canada Inc. Stock Purchase Plan, the plan trustee will vote the shares in accordance with the recommendations of the Board of Directors. WHAT IS “HOUSEHOLDING” AND HOW DOES IT AFFECT ME? What is “householding” and how does it affect me? Merck has adopted the process called “householding” for mailing the Proxy Materials and Notice of Internet Availability of Proxy Materials in order to reduce printing costs and postage fees. Householding means that shareholders who share the same last name and address will receive only one copy of the Proxy Materials or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from any shareholder at that address. Merck will continue to mail a proxy card to each shareholder of record.record. CANCan I ACCESS THE PROXY MATERIALS ON THE INTERNET INSTEAD OF RECEIVING PAPER COPIES? access the proxy materials on the internet instead of receiving paper copies? The Proxy Materials are available on Merck’s website at www.merck.com/finance/proxy/overview.htmlinvestor-relations/financial-information/. If you are a shareholder of record, you may choose to stop receiving paper copies of Proxy Materials in the mail by following the instructions given while you vote by telephone or through the internet. If you choose to access future Proxy Materials on the internet, you will receive an e-mailemail message next year that will provide a link to those documents. Your choice will remain in effect until you advise us otherwise. If you are a beneficial owner, please refer to the information provided by your broker, bank or nominee for instructions on how to elect to access future Proxy Materials electronically. Most beneficial ownerswho elect electronic access will receive an e-mailemail message next year containing the URL for access to the Proxy Materials. If you prefer to receive multiple copies of the Proxy Materials or Notice of Internet Availability of Proxy Materials, as applicable, at the same address for the 20192022 Annual Meeting or for future annual meetings, additional copies will be provided promptly upon written or oral request. If you are a shareholder of record, you may contact us by writing to EQ Shareowner Services, Attn: Householding/Merck & Co., Inc., P.O. Box 64874, St. Paul, MN 55164-0874 or calling 1-800-522-9114. The request should include your account number. Eligible shareholders of record receiving multiple copies of the Proxy Materials or Notice of Internet Availability of Proxy Materials, as applicable, can request householding by contacting Merck in the same manner. If you are a beneficial owner, you can request additional copies of the Proxy Materials or Notice of Internet Availability of Proxy Materials, as applicable, or you can request householding by notifying your broker, bank or nominee. WHERE CANWhere can I FIND THE RESULTS OF THE ANNUAL MEETING? find the results of the Annual Meeting? We will post the final voting results the Friday following the Annual Meeting on our website www.merck.com under “Investors.” We also intend to disclose the final voting results on Form 8-K within four business days of the Annual Meeting. Additionally, shareholders may call 1-800-CALL-MRK (1-800-225-5675) beginning Where can I find the 2021 Annual Report on Friday, May 31, 2019. WHERE CAN I FIND THE 2018 ANNUAL REPORT ON FORMForm 10-K? The 20182021 Annual Report on Form 10-K is available on Merck’s website at www.merck.com/finance/proxy/overview.html.investor-relations/financial-information/ . In addition, we will provide without charge a copy of the 20182021 Annual Report on Form 10-K, including financial statements and schedules, upon the written request of any shareholder to the Office of the Secretary, Merck & Co., Inc., 2000 Galloping Hill Road, K1- 4157,K1-4157, Kenilworth, NJ 07033 U.S.A. Shareholders may also email the Office of the Secretary at office.secretary@merck.com to make such request. HOW MUCH DID THIS PROXY SOLICITATION COST? How much did this proxy solicitation cost? The Company retained Morrow Sodali LLC to assist in the distribution of the Proxy Materials and solicitation of votes for $20,000, plus reasonable out-of-pocket expenses. Employees, officers and Directors of the Company also may solicit proxies by telephone or in-person meetings. We will pay the solicitation costs and reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.   Merck & Co., Inc. 2022 Proxy Statement MERCK & CO., INC.2019 PROXY STATEMENT    Back to Contents    98 95   SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERSShareholder Proposals and Director Nominations for the 2023 Annual Meeting of Shareholders   DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR INCLUSION IN THE PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS Deadline for Receipt of Shareholder Proposals for Inclusion in the Proxy Materials for the 2023 Annual Meeting of Shareholders In order to be considered for inclusion in next year’s proxy statement in accordance with SEC Rule 14a-8, shareholder proposals must be submitted in writing to the address shown below and received by the close of business, Eastern Standard Time, on December 9, 2019.5, 2022. DIRECTOR NOMINEES FOR INCLUSION IN THE PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS (PROXY ACCESS) Director Nominees for Inclusion in the Proxy Materials for the 2023 Annual Meeting of Shareholders (Proxy Access) Shareholders who intend to nominate a person for election as director under the proxy access provision in our By-Laws for inclusion in our Proxy Materials must comply with the provisions of, and provide notice to us in accordance with, Section 3 of Article II of our By-Laws. That section sets forth shareholder eligibility requirements and other procedures that must be followed and the information that must be provided in order for an eligible shareholder to have included in our Proxy Materials up to two directorDirector nominees. For the 20202023 Annual Meeting of Shareholders, we must receive the required notice between November 9, 2019,5, 2022, and December 9, 2019,5, 2022, at the address shown below. Such notice must include the information required by our By-Laws, which are available on our website at www.merck.com/about/leadership.company-overview/leadership/board-of-directors/. SHAREHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND OTHER BUSINESS TO BE BROUGHT BEFORE THE 2020 ANNUAL MEETING OF SHAREHOLDERS Shareholder Proposals, Director Nominations, and Other Business to be Brought Before the 2023 Annual Meeting of Shareholders Any shareholder who wishes to present proposals, director nominations or other business for consideration directly at the 2020202 Annual Meeting of Shareholders but does not intend to have such proposals or nominations included in Merck’s Proxy Materials must submit the proposal or nomination in writing to the address shown below so that it is received between December 22, 2019,25, 2022, and January 21, 2020.24, 2023. However, in the event that the date of the 20202023 Annual Meeting of Shareholders is more than 30 days earlier or later than the anniversary date of this year’s annual meeting, such notice must be so received not later than the close of business on the later of the 120th day prior to the 20202023 Annual Meeting of Shareholders or the 10th day following the day on which a public announcement of the date of the 20202023 Annual Meeting of Shareholders is first made. Written notice of proposals or other business for consideration must contain the information specified in Article I, Section 6 of our By-Laws. Written notice of nomination must contain the information set forth in Article II, Section 2 of our By-Laws. Our By-Laws are available online at www.merck.com/about/leadershipcompany-overview/leadership/board-of-directors/ or upon request to the SecretaryOffice of the Company. Secretary. This written notice requirement does not apply to shareholder proposals properly submitted for inclusion in our proxy statement in accordance with the rules of the SEC and shareholder nominations of director candidates.   ADDRESS TO CONTACT THE COMPANY Any notice required to be sent to the Company as described above should be emailed to office.secretary@merck.com, or mailed to the Office of the Secretary, Merck & Co., Inc., 2000 Galloping Hill Road, K1-4157, Kenilworth, NJ 07033 U.S.A. Merck & Co., Inc. 2022 Proxy Statement ADDRESS TO CONTACT THE COMPANY 96 Any notice required to be sent to the Company as described above should be mailed to the Office of the Secretary, Merck & Co., Inc., 2000 Galloping Hill Road, K1-4157, Kenilworth, NJ 07033 U.S.A.   MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents 99 FORWARD-LOOKING STATEMENTSForward-Looking Statements This Proxy Material contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential or financial performance. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect Merck’s business, particularly those mentioned in the risk factors and cautionary statements in Item 1A of Merck’s Annual Report on Form 10-K for the year ended December 31, 2018,2021, and in its periodic reports on Form 10-Q and current reports on Form 8-K, if any, which we incorporate by reference. OTHER MATTERSOther Matters The Board of Directors is not aware of any other matters to come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote said proxy in accordance with their judgment in such matters. MERCKMerck & CO.Co., INC.Inc. April 8, 20194, 2022   Merck & Co., Inc. 2022 Proxy Statement MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents APPENDIX A — NON-GAAP INCOME AND NON-GAAP EPS        97 Appendix A—Non-GAAP Income and Non-GAAP EPS     100   Non-GAAP income and non-GAAP EPS are alternative views of the Company’s performance that Merck is providing because management believes this information enhances investors’ understanding of the Company’s results as it permits investors to understand how management assesses performance. Non-GAAP income and non-GAAP EPS exclude certain items because of the nature of these items and the impact that they have on the analysis of underlying business performance and trends. The excluded items (which should not be considered non-recurring) consist of acquisition and divestiture-related costs, restructuring costs, income and losses from investments in equity securities and certain other items. These excluded items are significant components in understanding and assessing financial performance. Non-GAAP income and non-GAAP EPS are important internal measures for the Company. Senior management receives a monthly analysis of operating results that includes non-GAAP EPS. Management uses these measures internally for planning and forecasting purposes and to measure the performance of the Company along with other metrics. SeniorIn addition, senior management’s annual compensation is derived in part using non-GAAP pretax income. Since non-GAAP income and non-GAAP EPS. Since non-GAAP income and non-GAAP EPS are not measures determined in accordance with GAAP, they have no standardized meaning prescribed by GAAP and, therefore, may not be comparable to the calculation of similar measures of other companies. The information on non-GAAP income and non-GAAP EPS should be considered in addition to, but not as a substitute for or superior to, net income and EPS prepared in accordance with generally accepted accounting principles in the United StatesU.S. (“GAAP”). A reconciliation between GAAP financial measures and non-GAAP financial measures is as follows:   ($ in millions except per share amounts) Year Ended December 31, 20182021 Income from continuing operations before taxes as reported under GAAP $8,70113,879 Increase (decrease) for excluded items: Acquisition and divestiture-related costs 2,484   Acquisition and divestiture-related costs 3,066 Restructuring costs 658 Other items: 868   Charge related to the formation of an oncology collaboration with Eisai Income from investments in equity securities, net 1,400 (1,884) Charge related to the termination of a collaboration with Samsung Other items: 423 Charge for the acquisition of ViralyticsPandion 344 1,704 Other Charges for the discontinuation of COVID-19 development programs (57) 225 Non-GAAP income before taxes Charge for the acquisition of VelosBio 14,535 (43) Charges for the formation of collaborations — Charge for the acquisition of OncoImmune — Charge for the acquisition of Peloton — Other (4) Non-GAAP income from continuing operations before taxes 17,229 Taxes on income as reported under GAAP 2,508 1,521 Estimated tax benefit on excluded items(1) 535 206 Net tax benefit from the settlement of certain federal income tax matters 207 Adjustment to tax benefits recorded in conjunction with the 2015 Cubist Pharmaceuticals, Inc. acquisition — Tax benefit from the reversal of tax reserves related to the divestiture of Merck’s Consumer Care (“MCC”) business — Net tax charge related to the finalization of treasury regulations related to the enactment of the TCJA(2)Tax Cuts and Jobs Act (“TCJA”) (160) — Non-GAAP taxes on income from continuing operations 2,883 1,934 Non-GAAP net income from continuing operations 11,652 15,295 Less: Net(loss)Net income (loss) attributable to noncontrolling interests as reported under GAAP (27) 13 Acquisition and divestiture-related costs attributable to noncontrolling interests (58) — Non-GAAP net income from continuing operations attributable to noncontrolling interests 31 13 Non-GAAP net income attributable to Merck & Co., Inc. $11,621 15,282 EPS assuming dilution from continuing operations as reported under GAAP $2.32 4.86 EPS difference(3) 2.02 1.16 Non-GAAP EPS assuming dilution from continuing operations $4.34 6.02   (1) The estimated tax impact on the excluded items is determined by applying the statutory rate of the originating territory of the non-GAAP adjustments. (2) Amount in 2017 was provisional (see Note 16 to Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018). (3) Represents the difference between calculated GAAP EPS and calculated non-GAAP EPS, which may be different than the amount calculated by dividing the impact of the excluded items by the weighted-average shares for the applicable year. MERCK & CO., INC.2019 PROXY STATEMENT Back to Contents APPENDIX A NON-GAAP INCOME AND NON-GAAP EPS 101   Merck & Co., Inc. 2022 Proxy Statement 98   Appendix A    Non-GAAP Income and Non-GAAP EPS Acquisition and Divestiture-Related Costs ACQUISITION AND DIVESTITURE-RELATED COSTSNon-GAAP Non-GAAP income and non-GAAP EPS exclude the impact of certain amounts recorded in connection with business acquisitions and divestitures. These amounts include the amortization of intangible assets and amortization of purchase accounting adjustments to inventories, as well as intangible asset impairment charges, and expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also excluded are integration, transaction, and certain other costs associated with business acquisitions and divestitures. RESTRUCTURING COSTSNon-GAAP Non-GAAP income and non-GAAP EPS also exclude amortization of intangible assets related to collaborations and licensing arrangements. Restructuring Costs Non-GAAP income and non-GAAP EPS exclude costs related to restructuring actions (see Note 56 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018)2021). These amounts include employee separation costs and accelerated depreciation associated with facilities to be closed or divested. Accelerated depreciation costs represent the difference between the depreciation expense to be recognized over the revised useful life of the asset, based upon the anticipated date the site will be closed or divested or the equipment disposed of, and depreciation expense as determined utilizing the useful life prior to the restructuring actions. Restructuring costs also include asset abandonment, facility shut-down and other related costs, as well as employee-related costs such as curtailment, settlement and termination charges associated with pension and other postretirement benefit plans and share-based compensation costs. Income and Losses from Investments in Equity Securities CERTAIN OTHER ITEMSNon-GAAP Non-GAAP income and non-GAAP EPS exclude realized and unrealized gains and losses from investments in equity securities either owned directly or through ownership interests in investment funds. Certain Other Items Non-GAAP income and non-GAAP EPS exclude certain other items. These items are adjusted for after evaluating them on an individual basis, considering their quantitative and qualitative aspects, and typicallyaspects. Typically, these consist of items that are unusual in nature, significant to the results of a particular period or not indicative of future operating results. Excluded from non-GAAP income and non-GAAP EPS in 2018 is a chargeare charges for the acquisitions of Pandion, VelosBio, OncoImmune and Peloton, as well as charges related to the formation of a collaborationcollaborations, including transactions with EisaiSeagen (see Note 4 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018), a charge2021). Also excluded from non-GAAP income and non-GAAP EPS are charges related to the terminationdiscontinuation of a collaboration agreement with Samsung for insulin glargineCOVID-19 development programs (see Note 34 to the consolidated financial statements), a charge for the acquisition of Viralytics (see Note 3 to Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018),2021). Additionally, excluded from non-GAAP income and measurement-period adjustmentsnon-GAAP EPS are certain tax items, including net tax benefits related to the provisional amountssettlement of certain federal income tax matters, an adjustment to tax benefits recorded forin conjunction with the 2015 acquisition of Cubist Pharmaceuticals, Inc., a tax benefit related to the reversal of tax reserves established in connection with the 2014 divestiture of MCC, and a net tax charge related to the finalization of U.S. Tax Cuts and Jobs Act of 2017 (“TCJA”)treasury regulations related to the TCJA (see Note 16 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2018)2021).   Merck & Co., Inc. 2022 Proxy Statement MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX B — EXPLANATION OF ADJUSTMENTS TO NON-GAAP RESULTS FOR INCENTIVE PLANS        99 Appendix B—Explanation of Adjustments to Non-GAAP Results For Incentive Plans     102   Incentive Program Financial Metric Weighting of Component Definition Adjustments Incentive Program Pipeline 20% Financial Metric Weighting of Component Definition Adjustments Pipeline 20% The Company’s Research and Development goals for the incentive program No Adjustments Annual Incentive Revenue 40% 40% The Company’s target revenue Excludes charges or items from the measurement of performance relating to (1) the impact of significant acquisitions and/or divestitures; (2) fluctuations in currency exchange rates versus Plan rates; and (3) extraordinary items and other unusual or non-recurring charges and/or events that impact revenue    Pre-Tax Income 40% 40% The Company’s target non-GAAP income before taxes Exclude Excludes charges or items from the measurement of performance relating to (1) restructurings, discontinued operations, purchase accounting items, merger-related costs, the impact of significant acquisitions and/ or divestitures, extraordinary items and other unusual or non-recurring charges and/ or events; (2) an event either not directly related to Company operations or not reasonably within the control of Company management; (3) fluctuations in foreign exchange versus Plan rates; and (4) the effects of accounting changes in accordance with U.S. generally accepted accounting principles, or other significant legislative changes PSU Operating Cash Flow (or OCF) 50% 25% The sum of the Company’s after-tax Non-GAAP net income (attributable to the Company) less the change in working capital (working capital includes Trade Accounts Receivable and Inventory — including Trade Accounts Receivables and Inventory included in Other Assets — net of Accounts Payable) plus Non-GAAP depreciation and amortization for each of calendar year of the Award Period All of the adjustments listed for “Pre-Tax Income” above    Relative TSR Earnings Per Share (or EPS) 50% 25% The Company’s after-tax Non-GAAP net income (attributable to the Company) divided by total shares outstanding assuming dilution All of the adjustments listed for “Pre-Tax Income” above, as well as the impact of Share Repurchases above or below planned levels Relative TSR (or R-TSR) 50% The comparison of the Company’s annualized total shareholder return (inclusive of reinvested dividends) to the median total shareholder return for the Peer Group No Adjustments MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C — MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN    No Adjustments     103 The PSU program design discussed above refers to the 2019-2021 performance period. Refer to page 56 for PSU program designs relating to the 2020-2022 and 2021-2023 performance periods as a result of the Organon spin-off.   (Effective June 1, 2019)    1. PURPOSE The Plan, effective as of June 1, 2019, is established to encourage employees of the Company, its subsidiaries, its affiliates and its joint ventures to acquire common stock in the Company. The Plan shall be available to provide Incentives, including cash incentives, to Eligible Employees of the Company, its subsidiaries, its affiliates and its joint ventures, as provided under the terms of the Plan. It is believed that the Plan will serve the interests of the Company and its stockholders because it allows employees to have a greater personal financial interest in the Company through ownership of, or the right to acquire the Company’s Common Stock and to earn cash incentives based on the achievement of performance goals, which in turn will stimulate employees’ efforts on the Company’s behalf and maintain and strengthen their desire to remain with the Company. It is believed that the Plan also will assist in the recruitment and retention of employees of the Company, its subsidiaries, its affiliates and its joint ventures. 2. DEFINITIONS “Award Period” has the meaning set forth in Section 10(a). “Board of Directors” means the Board of Directors of the Company. “Change in Control” shall have the meaning set forth in Section 25(e). “Chief Executive Officer” means the chief executive officer of the Company. “Code” means the Internal Revenue Code of 1986, as amended. “Committee” means the Compensation and Benefits Committee of the Board of Directors of the Company or subcommittee thereof, or such other successor committee of the Board of Directors. “Common Stock” means the common stock, $0.50 par value per share, of the Company and any other securities into which such shares are changed or for which such shares are exchanged. “Company” means Merck & Co., Inc. 2022 Proxy Statement - “Director” means a directorSCAN TO VIEW MATERIALS & VOTE MERCK & CO., INC. 2000 GALLOPING HILL ROAD ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS KENILWORTH, NJ 07033 If consent you would to receiving like to reduce all future the proxy costs statements, incurred by our proxy company cards and in mailing annual proxy reports materials, electronically you can via e-mail using the or the Internet Internet. and, To when sign prompted, up for electronic indicate delivery, that you please agree follow to receive the instructions or access proxy below materials to vote electronically in future years. Before VOTE BY The INTERNET Meeting - Go to www.proxyvote.com or scan the QR Barcode above 11:59 Use the p. Internet m. Eastern to transmit Time on May your 23, voting 2022. instructions Have your and proxy for card electronic in hand delivery when of you information access the website up until and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/MRK2022 You is printed may attend in the box the meeting marked by via the the arrow Internet available and vote and during follow the the meeting. instructions. Have the information that VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 23, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Merck & Co, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D72520-P68464-Z81984 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY MERCK & CO., INC. The Board of Directors recommends you vote FOR each of the Company. “Eligible Employee” shall havefollowing Nominees: 1. Election of Directors Nominees: For Against Abstain 1a. Douglas M. Baker, Jr. For Against Abstain 1b. Mary Ellen Coe 1l. Inge G. Thulin 1c. Pamela J. Craig 1m. Kathy J. Warden 1d. Robert M. Davis 1n. Peter C. Wendell 1e. Kenneth C. Frazier The Board of Directors recommends you vote FOR proposals For Against Abstain 2 and 3: 1f. Thomas H. Glocer 2. Non-binding advisory vote to approve the meaning set forth in Section 4(a). “Employee” shall have the meaning set forth in Section 4(a). “Exchange Act” means the Securities Exchange Actcompensation of 1934, as amended. “Excluded Person” shall have the meaning set forth in Section 4(b). “Incentive Stock Option” or “ISO” means a stock option satisfying the requirements of Section 422our named executive officers. 1g. Risa J. Lavizzo-Mourey, M.D. 3. Ratification of the Codeappointment of the Company’s independent registered public accounting firm for 2022. 1h. Stephen L. Mayo, Ph.D. The Board of Directors recommends you vote AGAINST proposals For Against Abstain 4, 5 and designated by the Committee as6: 1i. Paul B. Rothman, M.D. 4. Shareholder proposal regarding an Incentive Stock Option.independent board chairman. 1j. Patricia F. Russo 5. Shareholder proposal regarding access to COVID-19 products. 1k. Christine E. Seidman, M.D. 6. Shareholder proposal regarding lobbying expenditure disclosure. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date “Incentive” means a grant of Stock Options, Stock Appreciation rights, Restricted Stock Grants, Performance Awards, Share Awards, Phantom Stock Awards, and cash or any or all of them. “Nonqualified Option” means a stock option that is not an Incentive Stock Option. “Performance Shares” means an award denominated in shares granted to an Eligible Employee under Section 10. “Performance Awards” means Performance Units or Performance Shares or either or both of them. “Performance Goals” has the meaning set forth in Section 10(a). “Performance Units” means an award denominated in shares of Common Stock or cash granted to an Eligible Employee under Section 10. “Phantom Stock Award” means an award of phantom shares of Common Stock granted to an Eligible Employee under Section 12. “Plan” means the Merck & Co., Inc. 2019 Incentive Stock Plan,Annual Meeting of Shareholders Tuesday, May 24, 2022, at 9:00 a.m. (Eastern Time) via Webcast at www.virtualshareholdermeeting.com/MRK2022* Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 24, 2022: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. *We have adopted a virtual format for the 2022 Annual Meeting of Shareholders to provide a safe, consistent and convenient experience to all shareholders regardless of location. D72521-P68464-Z81984 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints KENNETH C. FRAZIER, JENNIFER ZACHARY and KELLY GREZ as amended from timeProxies, each with the power to time. appoint his/her substitute, and hereby authorizes them to represent and to vote ALL of the stock of MERCK & CO., INC.2019 PROXY STATEMENT  Back standing in the name of the undersigned at the ANNUAL MEETING OF SHAREHOLDERS to Contents 104 APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN “Prior Plan” meansbe held at 9:00 a.m. (Eastern Time) on May 24, 2022, and at all adjournments or postponements thereof, upon the matters set forth on the reverse side, as designated, and upon such other matters as may properly come before the meeting. This card also provides voting instructions for shares held for the account of the undersigned in the Merck & Co., Inc. 2010 Incentive Stock Plan,Investment Plan. Any prior proxy or voting instructions are hereby revoked. The shares represented by this proxy will be voted as amended from time to time. “Restricted Period” has the meaning set forth in Section 11. “Restricted Stock” means shares of Common Stock issued or transferred to an Eligible Employee under Section 11. “Restricted Stock Grants” has the meaning set forth in Section 11. “Restricted Stock Units” means a right granted to an Eligible Employee under Section 11 representing a number of phantom shares of Common Stock. “Section 16 Officer” means an individual who serves as an “officer” of the Company as such term is defined in Rule 16(a)-1(f) of the Exchange Act. “Securities Act” means the Securities Act of 1933, as amended. “Share Award” means an award of actual shares of Common Stock granted to an Eligible Employee under Section 12. “Spread” shall have the meaning set forth in Section 9(b). “Stand Alone SAR” means a Stock Appreciation Right granted without an underlying Stock Option as provided in Section 9. “Stock Appreciation Right” means a right to receive the appreciation in the fair market value of shares of Common Stock, as provided in Section 9. “Stock Option” means a Nonqualified Option or an Incentive Stock Option, or either or both of them. “Substitute Incentive” means an Incentive granted in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquireddirected by the Company or any subsidiary or affiliate with which the Company or any subsidiary or affiliate combines. “Tandem SAR” means a Stock Appreciation Right granted with respect to an underlying Stock Option as provided in Section 9. “Successor Option” shall have the meaning set forth in Section 25(a). 3. ADMINISTRATION The Plan shall be administered by the Committee. A Director may serve on the Committee only if he or she is a “Non-Employee Director” of the Company for purposes of Rule 16b-3 under the Exchange Act. The Committee shall be responsible for the administration of the Plan including, without limitation, determining which Eligible Employees receive Incentives, the types of Incentives they receive under the Plan, the number of shares covered by Incentives granted under the Plan,shareholder and the other terms and conditions of such Incentives. Determinations by the Committee under the Plan including, without limitation, determinations of the Eligible Employees, the form, amount and timing of Incentives, the terms and provisions of Incentives and the writings evidencing Incentives, need not be uniform and may be made selectively among Eligible Employees who receive, or are eligible to receive, Incentives hereunder, whether or not such Eligible Employees are similarly situated. The Committee shall have the responsibility of construing and interpreting the Plan and any instrument or agreement relating to the Plan, including but not limited to, the right to correct any defect or supply any omission, construe disputed or doubtful Plan (or related instrument or agreement) provisions, reconcile any inconsistency in the Plan or in any related instrument or agreement, and of establishing, amending, rescinding and construing such rules and regulations as it may deem necessary or desirable for the proper administration of the Plan, related instrument or agreement. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation and effect of the Plan, related instrument or agreement, and the Plan’s rules and regulations, shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be final, binding and conclusive upon the Company, all Eligible Employees and any person claiming under or through any Eligible Employee. The Committee, as permitted by applicable state law, may delegate any or all of its power and authority hereunder to the Chief Executive Officer or such other senior member of management of the Company or one of its subsidiaries as the Committee deems appropriate; provided, however, that the Committee may not delegate its authority with regard to any matter or action affecting a Section 16 Officer; and provided further, that the Chief Executive Officer or other senior member of management may further delegate such authority in accordance with the Company’s policy on delegationjudgment of authority. For the purpose of this section and all subsequent sections,Proxies upon any other matter that may properly come before the Plan shall be deemed to include this Planmeeting and any comparable sub-plans established by subsidiaries which,adjournment or postponement thereof. If no specification is made, the shares will be voted FOR each nominee in Item 1, FOR Items 2 and 3 and AGAINST Items 4, 5 and 6. IF YOU VOTE BY TELEPHONE OR BY INTERNET, DO NOT MAIL THIS PROXY CARD. THE TELEPHONE AND INTERNET VOTING FACILITIES WILL CLOSE AT 11:59 P.M. ON MAY 23, 2022. Please complete, sign, date and return the aggregate, shall constitute one Plan governed byProxy Card promptly using the terms set forth herein. 4. ELIGIBILITY (a) Employees. Regular full-timeenclosed envelope. (Continued, and part-time employees employed by the Company, or its subsidiaries, its affiliatesto be signed and its joint ventures, including officers, whether or not directors of the Company, and MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN 105 employees of a joint venture partner or affiliate of the Company who provide services to the joint venture with such partner or affiliate (each such person, an “Employee”) shall be eligible to participate in the Plan if designated by the Committee (“Eligible Employees”). (b) Non-employees and other Excluded Persons. The term “Employee” shall not include any of the following (collectively, “Excluded Persons”): a person who is an independent contractor, or agrees or has agreed that he/she is an independent contractor of the Company; a person who has any agreement or understanding with the Company, or any of its affiliates or joint venture partners that he/she is not an employee or an Eligible Employee, even if he/she previously had been an employee or Eligible Employee; or a person who is employed by a temporary or other employment agency, regardless of the amount of control, supervision or training provided by the Company or its affiliates; a “leased employee” as defined under Section 414(n) of the Code. An Excluded Person is not an Eligible Employee and cannot receive Incentives even if a court, agency or other authority rules that he/she is a common-law employee of the Company or its affiliates. (c) No Right To Continued Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company, its subsidiaries, its affiliates or its joint ventures to terminate the employment of any person at any time, nor confer upon any person the right to continue in the employ of the Company, its subsidiaries, its affiliates or its joint ventures. No Eligible Employee shall have a right to receive an Incentive or any other benefit under this Plan or having been granted an Incentive or other benefit, to receive any additional Incentive or other benefit. Neither the award of an Incentive nor any benefits arising under such Incentives shall constitute an employment contract with the Company, its subsidiaries, its affiliates or its joint ventures, and accordingly, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Company without giving rise to liability on the part of the Company, its subsidiaries, its affiliates or its joint ventures for severance. Except as may be otherwise specifically stated in any other employee benefit plan, policy or program, neither any Incentive under this Plan nor any amount realized from any such Incentive shall be treated as compensation for any purposes of calculating an employee’s benefit under any such plan, policy or program. 5. TERM OF THE PLAN This Plan is effective June 1, 2019, contingentdated on the approval of the Plan by a majority of the votes cast at the Annual Meeting of stockholders of the Company on May 28, 2019. No Incentive shall be granted under the Plan on or after May 31, 2029 (or such earlier date that the Plan may be terminated by the Board), but the term and exercise of Incentives granted theretofore may extend beyond that date. 6. INCENTIVES Incentives under the Plan may be granted in any one or a combination of (a) Incentive Stock Options, (b) Nonqualified Options, (c) Stock Appreciation Rights, (d) Restricted Stock Grants, (e) Performance Awards, (f) Share Awards, (g) Phantom Stock Awards, and (h) cash. All Incentives shall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Committee. Notwithstanding any other provision of the Plan to the contrary, Incentives granted under the Plan (other than cash-based Incentives) shall vest no earlier than the first anniversary of the date on which the Incentive is granted; provided, that the following Incentives shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Incentives, (ii) shares of Common Stock delivered in lieu of fully vested cash awards, and (iii) any additional Incentives the Committee may grant, up to a maximum of 5 percent of the available share reserve authorized for issuance under the Plan pursuant to Section 7(a) (subject to adjustment under Section 7(c)reverse side.); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Incentives, including in cases of retirement, death, disability or a Change in Control, in the terms of an Award instrument or agreement or otherwise. Notwithstanding anything to the contrary, any Incentives granted to an individual who is not an Eligible Employee or otherwise in error shall be void ab initio.  7. SHARES AVAILABLE FOR INCENTIVES (a) Shares Available. Subject to adjustment as described in subsection (c), the maximum number of shares of Common Stock that may be issued under the Plan is 119 million reduced by one share for each share granted after December 31, 2018 under the Prior Plan. If this Plan is approved by shareholders, no further awards will be granted under the Prior Plan after May 31, 2019. No more than an aggregate of 50 million shares may be issued as Incentive Stock Options during the term of the Plan. (1) The following shares of Common Stock shall be added to the maximum share limitation described in the first sentence paragraph (a): (i) shares tendered or withheld by the Company in payment of all or part of the exercise price of a Stock Option or, after December 31, 2018 a stock option granted under a Prior Plan; (ii) shares tendered or withheld by the Company to satisfy all or part of the tax withholding obligation of an Incentive or, after December 31, 2018, tax withholding with respect to a Prior Plan award, on the vesting or exercise thereof; and (iii) shares not issued upon exercise of MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents 106 APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN all or a portion of a Stock Appreciation Right or, after December 31, 2018, a stock appreciation right granted under a Prior Plan, that is settled in shares. Incentives and similar awards issued to an entity that is merged into or with the Company, acquired by the Company or otherwise involved in a similar corporate transaction with the Company are not considered issued under this Plan. Shares under this Plan may be delivered by the Company from its authorized but unissued shares of Common Stock or from issued and reacquired Common Stock held as treasury stock, or both. In no event shall fractional shares of Common Stock be issued under the Plan. (2) For purposes of determining the number of shares of Common Stock remaining available for issuance under the Plan, only Incentives payable in shares of Common Stock shall be counted. Shares of Common Stock relating to Substitute Incentives are not counted as issued for purposes of determining the number of shares remaining available for issuance under the first sentence of this paragraph (a). In addition, in the event that a company acquired by the Company or any subsidiary or affiliate or with which the Company or any subsidiary or affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for issuance pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Incentives and shall not be counted as issued for purposes of determining the number of shares remaining available for issuance under the first sentence of this paragraph (a); provided that such Incentives shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or any subsidiary or affiliate prior to such acquisition or combination. (3) The following shares of Common Stock relating to Incentives (or, after December 31, 2018, awards under a Prior Plan) are not counted as issued for purposes of determining the number of shares remaining available for issuance and, in the case of Prior Plan awards, are added to the number of shares remaining available for issuance: (i) Shares of Common Stock that are settled in cash in lieu of shares; (ii) Shares of Common Stock that expire, are forfeited, are cancelled or terminate for any reason without issuance of shares; (iii) Shares of Common Stock issued in connection with Incentives that are assumed, converted or substituted as the result of the Company’s acquisition of another company or the combination of the Company with another company; and (iv) Shares of Restricted Stock (or restricted stock under a Prior Plan) that are forfeited and returned to the Company upon a participant’s termination of employment. (b) Limit on an Individual’s Incentives. In any calendar year, no Eligible Employee may receive (i) with respect to Incentives denominated with respect to shares of Common Stock, Incentives covering more than 3 million shares of Common Stock (such number of shares shall be adjusted in accordance with Section 7(c)), or (ii) with respect to Incentives denominated in cash, Incentives exceeding $10 million determined as of the date such Incentive is granted. (c) Adjustment of Shares. In the event of a reorganization, recapitalization, reclassification, stock split or reverse stock split, stock dividend, extraordinary cash dividend, combination or exchange of shares, repurchase of shares, merger, consolidation, rights offering, spin off, split off, split up, change in corporate structure, or other event identified by the Committee, the Committee shall make such equitable adjustments in (i) the number and kind of shares authorized for issuance under the Plan, (ii) the number and kind of shares subject to outstanding Incentives, (iii) the number and kind of shares that may be granted to an Eligible Employee in any calendar year, (iv) the option price of Stock Options, (v) the grant value of Stock Appreciation Rights, in a manner it may deem appropriate; and (vi) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto). Any such determination shall be final, binding and conclusive on all parties. 8. STOCK OPTIONS The Committee may grant options qualifying as ISOs and Nonqualified Options. Such Stock Options shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe: Stock Option Price. The option price per share with respect to each Stock Option shall be determined by the Committee, but shall not be less than 100 percent of the fair market value of the Common Stock on the date the Stock Option is granted other than Stock Options that are Substitute Incentives, as determined by the Committee. MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN 107 (a) Period of Stock Option. The period of each Stock Option shall be fixed by the Committee, provided that the period for all Stock Options shall not exceed ten years from the grant, provided further, however, that, in the event of the death of an Optionee prior to the expiration of a Nonqualified Option, such Nonqualified Option may, if the Committee so determines, be exercisable for up to eleven years from the date of the grant. The Committee may, subsequent to the granting of any Stock Option, extend the term thereof, but in no event shall the extended term exceed ten years from the original grant date (eleven in case of a grantee’s death). (b) Exercise of Stock Option and Payment Therefore. No shares shall be issued until full payment of the option price has been made. The option price may be paid in cash or, if the Committee determines, in shares of Common Stock (by tendering previously acquired Shares, either actually or by attestation, or by the Company withholding shares otherwise issuable in connection with the exercise of the Option), a combination of cash and shares of Common Stock, or through a cashless exercise procedure that allows grantees to sell immediately some or all of the shares underlying the exercised portion of the Option in order to generate sufficient cash to pay the option price. If the Committee approves the use of shares of Common Stock as a payment method, the Committee shall establish such conditions as it deems appropriate for the use of Common Stock to exercise a Stock Option. Stock Options awarded under the Plan shall be exercised through such procedure or program as the Committee may establish or define from time to time, which may include a designated broker that must be used in exercising such Stock Options. (c) First Exercisable Date. The Committee shall determine how and when shares covered by a Stock Option may be purchased. The Committee may establish waiting periods, the dates on which Stock Options become exercisable or non-forfeitable and, subject to paragraph (b) of this section, exercise periods. The Committee may accelerate the exercisability of any Stock Option or portion thereof. (d) Termination of Employment. Unless determined otherwise by the Committee, upon the termination of a Stock Option grantee’s employment (for any reason other than gross misconduct), Stock Option privileges shall be limited to the shares that were immediately exercisable at the date of such termination. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the termination of a Stock Option grantee’s employment may become exercisable in accordance with a schedule determined by the Committee. Such Stock Option privileges shall expire unless exercised within such period of time after the date of termination of employment as may be established by the Committee, but in no event later than the expiration date of the Stock Option. (e) Termination Due to Misconduct. If a Stock Option grantee’s employment is terminated for gross misconduct, as determined by the Company, all rights under the Stock Option shall expire upon the date of such termination. (f) Limits on ISOs. Except as may otherwise be permitted by the Code, an Eligible Employee may not receive a grant of ISOs for stock that would have an aggregate fair market value in excess of $100,000 (or such other amount as the Internal Revenue Service may decide from time to time), determined as of the time that the ISO is granted, that would be exercisable for the first time by such person during any calendar year. If any grant is made in excess of the limits provided in the Code, such grant shall automatically become a Nonqualified Option. (g) Dividends. Anything in the Plan to the contrary notwithstanding, no dividends or dividend equivalents may be paid on Stock Options. 9. STOCK APPRECIATION RIGHTS The Committee may, in its discretion, grant a Stock Appreciation Right either singly or in combination with an underlying Stock Option granted hereunder. Such Stock Appreciation Right shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe: (a) Time and Period of Grant. If a Stock Appreciation Right is granted as a Tandem SAR, it may be granted at the time of the Stock Option grant or at any time thereafter but prior to the expiration of the Stock Option grant. At the time the Tandem SAR is granted the Committee may limit the exercise period for such Stock Appreciation Right, before and after which period no Stock Appreciation Right shall attach to the underlying Stock Option. In no event shall the exercise period for a Tandem SAR exceed the exercise period for such Stock Option. If a Stock Appreciation Right is granted as a Stand Alone SAR the period for exercise of the Stock Appreciation Right shall be set by the Committee. The maximum term of a Stand Alone SAR shall not exceed ten years from the grant, provided further, however, that, in the event of the death of the grantee prior to the expiration of such Stand Alone SAR, such Stand Alone SAR may, if the Committee so determines, be exercisable for up to eleven years from the date of the grant. (b) Value of Stock Appreciation Right. The grantee of a Tandem SAR will be entitled to surrender the Stock Option which is then exercisable and receive in exchange therefore an amount equal to the excess of the fair MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents 108 APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN market value of the Common Stock on the date the election to surrender is received by the Company in accordance with exercise procedures established by the Company over the Stock Option price (the “Spread”) multiplied by the number of shares covered by the Stock Option which is surrendered. The grantee of a Stand Alone SAR will receive upon exercise of the Stock Appreciation Right an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender such Stand Alone SAR is received by the Company in accordance with exercise procedures established by the Company over the fair market value of the Common Stock on the date of grant multiplied by the portion being exercised of the number of shares covered by the grant of the Stand Alone SAR. Notwithstanding the foregoing, in its sole discretion the Committee at the time it grants a Stock Appreciation Right may provide that the Spread covered by such Stock Appreciation Right may not exceed a specified amount. (c) Payment of Stock Appreciation Right. Payment of a Stock Appreciation Right shall be in the form of shares of Common Stock, cash or any combination of shares and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right. (d) Dividends. Anything in the Plan to the contrary notwithstanding, no dividends or dividend equivalents may be paid on Stock Appreciation Rights. 10. PERFORMANCE AWARDS The Committee may grant Performance Awards, including Performance Shares or Performance Units, if the performance of the Company or its parent or any subsidiary, division, business unit, affiliate or joint venture of the Company selected by the Committee during the Award Period meets certain goals established by the Committee. Performance Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe: (a) Award Period and Performance Goals. The Committee shall determine and include in the terms and conditions of a Performance Award the period of time for which a Performance Award is made (“Award Period”), which generally may not be shorter than one year. The Committee also shall establish performance objectives (“Performance Goals”) to be met by the Company, its subsidiary, division, business unit, affiliate or joint venture of the Company during the Award Period as a condition to payment of the Performance Award. The Performance Goals may include (without limitation): • Share price • Revenue • Pre-tax profits • Earnings per share • Operating income • Net operating profit after taxes • Operating profit before taxes • Return on shareholders’ equity • Return on assets or net assets • Return on investment • Cash flow, including free cash flow • Earnings before interest, taxes, depreciation and amortization (“EBITDA”) • Sales • Return on sales • Net earnings • Net income • Net income per share • Total shareholder return relative to assets • Total shareholder return relative to peers or index • Economic value added • Growth in assets • Share performance • Relative share performance • Market penetration goals • Geographic business expansion goals • Strategic business criteria • Drug discovery, scientific (including pre-clinical or clinical) goals or regulatory filings or approvals • Pipeline value • Cost reduction targets • Enterprise value based on share price, total shares outstanding and EBITDA • Market share • New product launch performance • Compliance goals • Customer satisfaction, customer growth • Employee satisfaction • Earnings before taxes or before interest and taxes • Return on capital (including return on total capital or return on invested capital) • Cash flow return on investment • Improvement in or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable • Operating margin • Gross margin • Year-end cash • Cash margin MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN 109 Debt reduction Strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property) Establishing relationships with commercial entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing organizations, distributors and other vendors) Supply chain achievements (including establishing relationships with manufacturers or suppliers of component materials and manufacturers of the Company’s products) Financial ratios, including those measuring liquidity, activity, profitability or leverage Cost of capital or assets under management Financing and other capital raising transactions (including sales of the Company’s equity or debt securities factoring transactions) Sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally or through partnering transactions Implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures Factoring transactions Recruiting and maintaining personnel Inventory turnover Days of sales outstanding over a collection period Any other financial or other measurement established by the Committee Or any combination of the foregoing. (b) The Performance Goals may include minimum and optimum objectives or a single set of objectives. (c) Payment of Performance Awards. The Committee shall establish the method of calculating the amount of payment to be made under a Performance Award if the Performance Goals are met, including the fixing of a maximum payment. After the completion of an Award Period, the performance of the Company, its subsidiary, division, business unit, affiliate or joint venture of the Company shall be measured against the Performance Goals, and the Committee shall determine, in accordance with the terms of such Performance Award, whether all, none or any portion of a Performance Award shall be paid. The Committee, in its discretion, may elect to make payment in shares of Common Stock, cash or a combination of shares and cash. Any cash payment of an award measured relative to Common Stock shall be based on the fair market value of shares of Common Stock on, or as soon as practicable prior to, the date of payment. The Committee may establish rules and procedures to permit a grantee to defer recognition of income upon the attainment of a Performance Award. (d) Revision of Performance Goals. The Committee may revise the Performance Goals and the computation of payment if one or more events occur which have a substantial effect on the performance of the Company, subsidiary, division, affiliate or joint venture of the Company and which, in the judgment of the Committee, make the application of the Performance Goals unfair unless a revision is made, including without limitation, to reflect losses from discontinued operations, extraordinary, unusual or nonrecurring gains and losses, the cumulative effect of accounting changes, acquisitions or divestitures, structural changes/outsourcing, foreign exchange impacts, the impact of specified corporate transactions, accounting or tax law changes and other extraordinary or nonrecurring events. (e) Requirement of Employment. A grantee of a Performance Award must remain in the employ of the Company, its subsidiary, affiliate or joint venture until the completion of the Award Period in order to be entitled to payment under the Performance Award; provided that the Committee may, in its discretion, provide for a full or partial payment where such an exception is deemed equitable. (f) Dividends. The Committee may, in its discretion, at the time of the Performance Award grant, determine if any dividends declared on the Common Stock during the Award Period which would have been paid with respect to Performance Shares had they been owned by a grantee or dividend equivalents be either (i) accumulated for the benefit of the grantee and used to increase the number of Performance Shares of the grantee, or paid as cash, at the end of the Award Period or (ii) not paid or accumulated. Notwithstanding anything to the contrary, such dividends or dividend equivalents shall only be payable following the end of the Performance Period to the extent that the Performance Shares have been earned. 11. RESTRICTED STOCK GRANTS The Committee may grant Restricted Stock or Restricted Stock Units to an Eligible Employee, which shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe (“Restricted Stock Grants”). Such grants shall not be free from restriction during the period designated by the Committee (the “Restricted Period”). (a) Requirement of Employment. A grantee of a Restricted Stock Grant must remain in the employment MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents 110 APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN of the Company during the Restricted Period in order to receive the shares, cash or combination thereof under the Restricted Stock Grant. If the grantee leaves the employment of the Company prior to the end of the Restricted Period, the Restricted Stock Grant shall terminate and any shares of Common Stock shall be returned immediately to the Company, provided that the Committee may provide for the employment restriction to lapse with respect to a portion or portions of the Restricted Stock Grant at different times during the Restricted Period. The Committee may, in its discretion, also provide for such complete or partial exceptions to the employment restriction as it deems equitable. (b) Restrictions on Transfer and Legend on Stock Certificates. During the Restricted Period, the grantee may not sell, assign, transfer, pledge or otherwise dispose of the Restricted Stock Grant, including but not limited to any shares of Common Stock. Any certificate for shares of Common Stock issued hereunder shall contain a legend giving appropriate notice of the restrictions in the grant. (c) Escrow Agreement. The Committee may require the grantee to enter into an escrow agreement providing that any certificates representing the Restricted Stock Grant will remain in the physical custody of an escrow holder until all restrictions are removed or expire. (d) Lapse of Restrictions. All restrictions imposed under the Restricted Stock Grant shall lapse upon the expiration of the Restricted Period if the conditions as to employment set forth above have been met. The grantee shall then be entitled to have the legend removed from any certificates for Restricted Stock. Restricted Stock Units may be paid in the form of shares of Common Stock, cash or any combination of shares and cash as determined by the Committee. The Committee may establish rules and procedures to permit a grantee to defer recognition of income upon the expiration of the Restricted Period. (e) Dividends. The Committee may, in its discretion, at the time of the Restricted Stock Grant, provide that any dividends declared on Common Stock during the Restricted Period or dividend equivalents be (i) accumulated for the benefit of the grantee and used to increase the number of shares of Common Stock subject to the Restricted Stock Grant, or paid as cash, to the grantee at the expiration of the Restricted Period or (ii) not accumulated. Notwithstanding anything to the contrary, such dividends or dividend equivalents shall only be payable following the expiration of the Restricted Period to the extent that the Restricted Stock Grant has been earned. 12. OTHER SHARE-BASED AWARDS The Committee may grant a Share Award or Phantom Stock Award to any Eligible Employee on such terms and conditions as the Committee may determine in its sole discretion. Share Awards may be made as additional compensation for services rendered by the Eligible Employee or may be in lieu of cash or other compensation to which the Eligible Employee is entitled from the Company. The Committee may, in its discretion, at the time a Share Award or Phantom Award is granted, provide that any dividends declared on Common Stock during the applicable Restricted Period or dividend equivalents be (i) accumulated for the benefit of the grantee and used to increase the number of shares of Common Stock subject to the applicable Share Award or Phantom Award, or paid as cash, to the grantee at the expiration of the Restricted Period or (ii) not accumulated. Notwithstanding anything to the contrary, such dividends or dividend equivalents shall only be payable to the extent that the applicable Share Award or Phantom Award has been earned. 13. CASH AWARDS The Committee may grant a cash Award to any Eligible Employee on such terms and conditions as the Committee may determine in its sole discretion. Cash Awards may be made as additional compensation for services rendered by the Eligible Employee or may be in lieu other compensation to which the Eligible Employee is entitled from the Company. A cash Award may or may not be subject to vesting conditions, including performance-based vesting conditions consistent with other forms of Performance Awards. 14. TRANSFERABILITY Each Stock Option and Stock Appreciation Right granted under the Plan shall not be transferable other than by will or the laws of descent and distribution; each other Incentive granted under the Plan will not be transferable or assignable by the recipient, and may not be made subject to execution, attachment or similar procedures, other than by will or the laws of descent and distribution or as determined by the Committee in accordance with the Exchange Act or any other applicable law or regulation. Notwithstanding the foregoing, the Committee, in its discretion, may adopt rules permitting the transfer, solely as gifts during the grantee’s lifetime, of Stock Options (other than ISOs) and Stock Appreciation Right to members of a grantee’s immediate family or to trusts, family partnerships or similar entities for the benefit of such immediate family members. For this purpose, immediate family member means the grantee’s spouse, parent, child, stepchild, grandchild and the spouses of such family members. The terms of a Stock Option and Stock Appreciation Right shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the grantee. MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN 111 15. DISCONTINUANCE OR AMENDMENT OF THE PLAN The Board of Directors may discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan as permitted by applicable statutes, except that it may not, without the consent of the grantees affected, revoke or alter, in a manner that is materially unfavorable to the grantees of any Incentives hereunder, any Incentives then outstanding, nor may the Board of Directors amend the Plan without stockholder approval where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement of applicable law or regulation. Notwithstanding the foregoing, without consent of affected grantees, Incentives may be amended, revised or revoked when necessary to avoid penalties under Section 409A of the Code, to ensure compliance with the listing requirements of a national exchange on which such shares are listed, or as may be required or appropriate to comply with changes in applicable laws and regulations. Unless approved by the Company’s stockholders or as otherwise specifically provided under this Plan, no adjustments or reduction of the exercise price of any outstanding Stock Appreciation Rights or Stock Options shall be made in the event of a decline in stock price, either by reducing the exercise price of outstanding Incentives or through cancellation of outstanding Incentives in connection with regranting of Incentives at a lower price to the same individual, nor may Stock Appreciation Rights or Stock Options be cancelled in exchange for a cash payment to account for a decline in stock price. 16. NO LIMITATION ON COMPENSATION Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan. 17. NO CONSTRAINT ON CORPORATE ACTION Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 15, to limit the right or power of the Company, or any subsidiary, affiliate or joint venture to take any action which such entity deems to be necessary or appropriate.  18. WITHHOLDING TAXES The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income, excise and employment taxes required by law to be withheld with respect to such payment or may require the Eligible Employee to pay to it such tax prior to and as a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the Committee may allow an Eligible Employee to pay the amount of taxes required by law to be withheld from an Incentive by withholding from any payment of Common Stock due as a result of such Incentive, or by permitting the Eligible Employee to deliver to the Company, shares of Common Stock having a fair market value, as determined by the Committee, equal to the amount of such required withholding taxes. 19. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT With respect to Eligible Employees who are Section 16 Officers, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To the extent that compliance with any Plan provision applicable solely to the Section 16 Officers is not required in order to bring a transaction by such Section 16 Officer into compliance with Rule 16b-3, it shall be deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by the Committee and its delegees. To the extent any provision of the Plan or action by the Plan administrators involving such Section 16 Officers is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void as to such Section 16 Officers, to the extent permitted by law and deemed advisable by the Plan administrators. 20. COMPLIANCE WITH SECTION 409A OF THE CODE To the extent applicable, to the extent an Incentive is granted to an Eligible Employee subject to the Code, it is intended that such Incentive is exempt from Section 409A of the Code or is structured in a manner that would not cause the Eligible Employee to be subject to taxes and interest pursuant to Section 409A of the Code.  21. USE OF PROCEEDS Any proceeds received by the Company under the Plan shall be added to the general funds of the Company and shall be used for such corporate purposes as the Board of Directors shall direct. 22. GOVERNING LAW The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey without giving effect to the principles of conflicts of laws. Any action brought under the Plan MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents 112 APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN or pursuant to any Incentive shall be tried and litigated exclusively in the State and Federal courts located in the State of New Jersey. 23. REGISTRATION AND APPROVALS The obligation of the Company to sell or deliver shares of Common Stock with respect to Incentives granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. Each Incentive is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of shares of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Incentive or the issuance of shares of Common Stock, no Incentives shall be granted or payment made or shares of Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions as acceptable to the Committee. Notwithstanding anything contained in the Plan, the terms and conditions related to the Incentive, or any other agreement to the contrary, in the event that the disposition of shares of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such shares of Common Stock shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations thereunder. The Committee may require any individual receiving shares of Common Stock pursuant to an Incentive granted under the Plan, as a condition precedent to receipt of such shares of Common Stock, to represent and warrant to the Company in writing that the shares of Common Stock acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under said Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of such shares of Common Stock shall be appropriately amended or have an appropriate legend placed thereon to reflect their status as restricted securities as aforesaid. 24. OFFSET AND SUSPENSION OF EXERCISE Anything to the contrary in the Plan notwithstanding, the Plan administrators may (i) offset any Incentive by amounts reasonably believed to be owed to the Company by the grantee and (ii) disallow an Incentive to be exercised or otherwise payable during a time when the Company is investigating reasonably reliable allegations of gross misconduct by the grantee. 25. EFFECT OF A CHANGE IN CONTROL — UNITED STATES (a) General Authority. With respect to Incentives issued to Eligible Employees employed in the United States, in the event of a Change in Control transaction, the Plan and Incentives shall continue in effect in accordance with their respective terms, and except as otherwise determined by the Committee, the provisions in Sections 25(b)-(e) shall apply to each Incentive, as applicable. Notwithstanding anything to the contrary, the Committee may provide, in its sole discretion, which determination may be provided for in the agreement entered into in connection with a Change in Control Transaction, that following a Change in Control transaction with respect to any or all Incentives that (i) each holder of an Incentive may be entitled to receive with respect to each share of Common Stock subject to any outstanding Incentive, upon exercise of any Stock Option or payment or transfer in respect of other Incentives, as applicable, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Change in Control transaction with respect of each share of Common Stock, (ii) each outstanding Incentive may be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or may be substituted by such corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and exercise prices (a “Successor Option”) provided that such stock, securities, cash, property or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Incentives prior to such Change in Control transaction, or (iii) with respect to Stock Options, each holder of a Stock Option may be entitled to a cash payment in accordance with Section 25(b)(4) and with respect to Restricted Stock Grants and Performance Awards, each holder of a Restricted Stock Grant or Performance Award may be entitled to a settlement of such Incentives in accordance with Section 25(c)(3). (b) Options. (1) Vesting of Options Other Than Key R&D Options. Except as otherwise determined by the Committee with respect to a particular Stock Option, and notwithstanding any other provision of the Plan to the contrary, in the event a grantee’s employment or service is involuntarily terminated without Cause during MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN 113 the 24 month period following a Change in Control, each unvested Stock Option which is outstanding immediately prior to the Change in Control, other than the Key R&D Options, shall immediately become fully vested and exercisable. (2) Vesting of Key R&D Options. (i) Subject to Section 25(b)(2)(ii), upon the occurrence of a Change in Control, each Key R&D Option shall continue to be subject to the performance-based vesting schedule applicable thereto immediately prior to the Change in Control. (ii) Notwithstanding Section 25(b)(2)(i), if the Stock Options do not continue to be outstanding following the Change in Control or are not exchanged for or converted into Successor Options, then, upon the occurrence of a Change in Control, all or a portion of each Key R&D Option shall immediately vest and become exercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not been reached before the date of the Change in Control, 14% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; (B) if only such Key R&D Option’s first milestone has been reached before the date of the Change in Control, 42% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reached before the date of the Change in Control, 100% of the then-unvested portion of the Key R&D Option shall vest and become exercisable. (3) Post-Termination Exercise Period. If Stock Options continue to be outstanding following the Change in Control or are exchanged for or converted into Successor Options, then the portion of such Stock Options or such Successor Options, as applicable, that is vested and exercisable immediately following the termination of employment of the holder thereof after the Change in Control shall remain exercisable following such termination for five years from the date of such termination (but not beyond the remainder of the term thereof) (provided, however, that, if such termination is by reason of gross misconduct, death or retirement (as these terms are applied to awards granted under the Plan), then those provisions of the Plan that are applicable to a termination by reason of gross misconduct, death or retirement shall apply to such termination). (4) Cashout of Stock Options. If the Stock Options do not continue to be outstanding following the Change in Control and are not exchanged for or converted into Successor Options, (i) any unvested Stock Options shall, immediately prior to the Change in Control, fully vest; and (ii) each holder of a vested Stock Option at the time of the Change in Control, shall be entitled to receive, as soon as practicable following the Change in Control, for each share of Company Common Stock subject to an outstanding Stock Option, an amount of cash determined by the Committee prior to the Change in Control but in no event less than the excess of the Change in Control Price over the exercise price thereof (subject to any existing deferral elections then in effect); provided that if the Change in Control Price is less than the exercise price thereof, the Stock Options may be cancelled for no consideration of any kind. If the consideration to be paid in a Change in Control is not entirely shares of common stock of an acquiring or resulting corporation, then the Committee may, prior to the Change in Control, provide for the cancellation of outstanding Stock Options at the time of the Change in Control in whole or in part for cash pursuant to this Section 25(a)(4) or may provide for the exchange or conversion of outstanding Stock Options at the time of the Change in Control in whole or in part, and, in connection with any such provision, may (but shall not be obligated to) permit holders of Stock Options to make such elections related thereto as it determines are appropriate. (c) Restricted Stock Grants and Performance Share Awards. (1) Vesting of Restricted Stock Grants. Except as otherwise determined by the Committee with respect to a particular Restricted Stock Grant, and notwithstanding any other provision of the Plan to the contrary, in the event a grantee’s employment or service is involuntarily terminated without Cause during the 24-month period following a Change in Control, each Restricted Stock Grant which is outstanding immediately prior to the date of such termination will continue in accordance with its terms as if employment had continued through the vesting date of such Restricted Stock Grant. (2) Vesting of Performance Award. Upon the occurrence of a Change in Control, the Final Award for each unvested Performance Award which is outstanding immediately prior to the Change in Control under the Plan shall be deemed to equal the Target Award and shall be distributed at such time as originally scheduled without regard to such Change in Control. If a grantee’s employment or service is involuntarily terminated without Cause during the 24-month period following a Change in Control, all unvested Performance Awards then outstanding shall immediately vest and be distributed at such time as such Performance Awards are distributed to active Grantees. MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents 114 APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN (3) Settlement of Restricted Stock Grants and Performance Awards. (i) If the Company Common Stock continues to be widely held and freely tradable following the Change in Control or is exchanged for or converted into securities of a successor entity that are widely held and freely tradable, and Restricted Stock Units and Performance Awards continue to be outstanding following the Change in Control or are converted into substantially similar Restricted Stock Units or Performance Awards with respect to securities of a successor entity, then (A) if the grantee’s employment is involuntary terminated without Cause during the 24 month period following a Change in Control, the Restricted Stock Grants shall be paid in shares of Company Common Stock or such other securities at the same time as such Restricted Stock Grant would have been payable if the grantee had continued employment through the vesting date of such Restricted Stock Grant; and (B) the Performance Awards shall be paid in shares of Company Common Stock or such other securities as soon as practicable after the date of the Change in Control, or in the form of cash with respect to Performance Units (subject to any existing deferral elections then in effect). (ii) If the Company Common Stock does not continue to be widely held and freely tradable following the Change in Control and is not exchanged for or converted into securities of a successor entity that are widely held and freely tradable or if Restricted Stock Grants and Performance Awards do not continue to be outstanding following the Change in Control (nor are converted into Restricted Stock Units or Performance Awards with respect to securities of a successor entity), then each unvested Restricted Stock Grant which is outstanding immediately prior to the Change in Control under the Plan shall immediately become fully vested and all outstanding Restricted Stock Grants shall be paid in cash as soon as practicable after the date of the of the Change in Control; and (B) the Performance Awards shall be paid in cash as soon as practicable after the date of the Change in Control (subject to any existing deferral elections then in effect). (d) Other Provisions. (1) Except to the extent required by applicable law, for the entirety of the Protection Period, the material terms of the Plan shall not be modified in any manner that is materially adverse to the Qualifying Participants (it being understood that this Section 25(d) shall not require that any specific type or levels of equity awards be granted to Qualifying Participants following the Change in Control). (2) During the Protection Period, the Plan may not be amended or modified to reduce or eliminate the protections set forth in Section 25(d)(1) and may not be terminated. (3) The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Qualifying Participant if the Qualifying Participant prevails on his or her claim for relief in an action (x) by the Qualifying Participant claiming that the provisions of Section 25(d)(1) or 25(d)(2) of the Plan have been violated (but, for avoidance of doubt, excluding claims for plan benefits in the ordinary course) and (y) if applicable, by the Company or the Qualifying Participant’s employer to enforce post-termination covenants against the Qualifying Participant. (e) Section 25 Definitions. For purposes of this Section 25, the following terms shall have the following meanings: (1) “Cause” shall have the meaning as set forth in for such term in the Company’s Change in Control Separation Benefits Plan. (2) “Change in Control” shall have the meaning as set forth for such term in the Company’s Change in Control Separation Benefits Plan; provided, however, that in any event, as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code. (3) “Change in Control Price” shall mean, with respect to a share of Common Stock, the higher of (A) the highest reported sales price, regular way, of such share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on the NASDAQ National Market during the ten-day period prior to and including the date of a Change in Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all or part of the consideration paid in any such transaction consists of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined by the Committee. (4) “Key R&D Options” shall mean those performance-based options granted to employees under the Key Research and Development Program described in the MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents APPENDIX C MERCK & CO., INC. 2019 INCENTIVE STOCK PLAN 115 applicable Schedule to the Rules and Regulations for the Plan. (5) “Protection Period” shall mean the period beginning on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control. (6) “Qualifying Participants” shall mean those individuals who participate in the Plan (whether as current or former employees) as of immediately prior to the Change in Control. 26. EFFECT OF A CHANGE IN CONTROL — JURISDICTIONS OUTSIDE OF THE UNITED STATES With respect to Incentives issued to Eligible Employees employed outside of the United States, in the event of a Change in Control transaction, unless otherwise specified at the time of grant by the Committee in the terms and conditions applicable to such Incentive, the provisions of Section 25 shall apply to such Incentive.  27. CLAWBACK, RECOUPMENT The Committee may specify in an Award instrument or agreement that the Eligible Employee’s right, payment and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of certain specified events or as required by law, in addition to any otherwise applicable forfeiture provisions that apply to the Awards. Without limiting the generality of the foregoing, any Award under the Plan shall be subject to the terms of any clawback policy maintained by the Company or as required by law, as it may be amended from time to time. MERCK & CO., INC.2019 PROXY STATEMENT  Back to Contents Back to Contents   Back to Contents