UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

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

Check the appropriate box:

MERUS N.V.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

MERUS N.V.

YALELAAN 62

3584 CM UTRECHT

THE NETHERLANDS

April 29, 20212022

To Our Shareholders:

You are cordially invited to attend the 20212022 Annual General Meeting of Shareholders of Merus N.V. at 15:00 (3:00) p.m. Central European Summer Time, on Friday,Tuesday, May 28, 2021.31, 2022. In view of the COVID-19 pandemic caused by the novel coronavirus, the Annual General Meeting will be a completely virtual meeting, which will be conducted via live webcast in order to protect the health and safety of our shareholders, our directors and others involved in the meeting. You will be able to attend the Annual General Meeting online and submit your questions up to 72 hours in advance of the meeting by visiting proxyvote.com and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Also, you will be able to submit follow-up questions during the meeting pertaining to the same subject matter of your questions submitted in advance of the meeting by visiting www.virtualshareholdermeeting.com/MRUS2021MRUS2022 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual General Meeting. If you would like to virtually attend the Annual General Meeting, you must inform the Company by e-mail (addressed to A.Noordzij@merus.nl) or in writing (addressed to Merus N.V., c/o Company Secretary, Yalelaan 62, 3584 CM Utrecht, the Netherlands) no later than 16:59 (4:59) p.m. Central European Summer Time on May 25, 2021.27, 2022. Please see the section called “Who Can Attend the Annual General Meeting?” on page 3 of the proxy statement for more information about how to virtually attend the meeting.

Whether or not you virtually attend the Annual General Meeting, it is important that your shares be represented and voted prior to the Annual General Meeting. As you will not be able to vote during the Annual General Meeting, I urge you to vote your shares prior to the Annual General Meeting by promptly submitting your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which will require no postage if mailed in the United States, or by email (addressed to A.Noordzij@merus.nl). Further instructions will be contained on the proxy card.

Thank you for your support.

Sincerely,

/s/ Sven (Bill) Ante Lundberg, M.D.

Sven (Bill) Ante Lundberg, M.D.

President, Chief Executive Officer and Principal Financial Officer

Table of Contents

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements. All statements other than statements of historical facts contained in this Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

The forward-looking statements are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Proxy Statement and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on March 16, 2021February 28, 2022 (the “Annual Report on Form 10-K”), under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Annual Report on Form 10-K.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend the forward-looking statements contained in this Proxy Statement to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held Friday,Tuesday, May 28, 202131, 2022

Merus N.V.

Yalelaan 62

3584 CM Utrecht

The Netherlands

The Annual General Meeting of Shareholders (the “Annual General Meeting”) of Merus N.V., a public limited liability company (naamloze vennootschap)(naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), will be held at 15:00 (3:00) p.m. Central European Summer Time on Friday,Tuesday, May 28, 2021.31, 2022. In view of the COVID-19 pandemic caused by the novel coronavirus, the Annual General Meeting will be a completely virtual meeting, which will be conducted via live webcast in order to protect the health and safety of our shareholders, our directors and others involved in the meeting. You will be able to attend the Annual General Meeting online and submit your questions up to 72 hours in advance of the meeting by visiting proxyvote.com and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Also, you will be able to submit follow-up questions during the meeting pertaining to the same subject matter of your questions submitted in advance of the meeting by visiting www.virtualshareholdermeeting.com/MRUS2021MRUS2022 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The agenda for the Annual General Meeting is as follows:

No business shall be voted on at the Annual General Meeting, except such items as included in the above-mentioned agenda.

PROXY STATEMENT

MERUS N.V.

YALELAAN 62

3584 CM UTRECHT

THE NETHERLANDS

This proxy statement is furnished in connection with the solicitation by the board of directors of Merus N.V. of proxies to be voted in respect of our Annual General Meeting of Shareholders to be held on Friday,Tuesday, May 28, 202131, 2022 (the “Annual General Meeting”). In view of the COVID-19 pandemic caused by the novel coronavirus, the Annual General Meeting will be a completely virtual meeting, which will be conducted via live webcast in order to protect the health and safety of our shareholders, our directors and others involved in the meeting. You will be able to attend the Annual General Meeting online and submit your questions up to 72 hours in advance of the meeting by visiting proxyvote.com and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Also, you will be able to submit follow-up questions during the meeting pertaining to the same subject matter of your questions submitted in advance of the meeting by visiting www.virtualshareholdermeeting.com/MRUS2021MRUS2022 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The record date for the Annual General Meeting in respect of common shares in the capital of the Company is April 30, 2021May 3, 2022 (the “Record Date”). No record date applies in respect of preferred shares (if any are issued) in the capital of the Company. Those who are (i) holders of common shares in the capital of the Company, or who otherwise have voting rights and/or meeting rights with respect to common shares in the Company’s capital, on the Record Date and (ii) holders of preferred shares in the capital of the Company, or who otherwise have voting rights and/or meeting rights with respect to preferred shares in the Company’s capital on the date of the Annual General Meeting, in each case provided that they are recorded as such in the Company’s shareholders’ register or in the register maintained by the Company’s U.S. transfer agent, may virtually attend and, if relevant, vote prior to the Annual General Meeting (the “Persons with Meeting Rights”). As of April 28, 2021,2022, there were 38,349,55343,550,059 common shares and no preferred shares outstanding. Each common share and each preferred share (if any are issued) is entitled to one vote on any matter presented at the Annual General Meeting as a voting item.

This proxy statement and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20202021 (as amended, the “Annual Report on Form 10-K”) will be mailed on or about May 3, 20219, 2022 to our shareholders of record as of the close of business on the Record Date.

Our principal executive offices are located at Yalelaan 62, 3584 CM Utrecht, the Netherlands. In this proxy statement, “Merus”, “Company”, “we”, “us”, and “our” refer to Merus N.V.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON FRIDAY,TUESDAY, MAY 28, 202131, 2022

This Proxy Statement and the Annual Report on Form 10-K are available at http://www.proxyvote.com/

PROPOSALS

At the Annual General Meeting, each of the following proposals (the “Proposals”) will be on the agenda as a voting item:

No business shall be voted on at the Annual General Meeting, except for the Proposals.

RECOMMENDATIONS OF THE BOARD

The board of directors recommends that you vote your shares FOR all Proposals.Proposals other than Proposal 8, and that you vote “ONE YEAR” for Proposal 8. If you properly submit your proxy your common shares will be voted on your behalf as you direct. If not otherwise specified, the common shares represented by the proxies received prior to 16:59 (4:59) p.m. Central European Summer Time on May 25, 202127, 2022 will be voted FOR all Proposals.Proposals other than Proposal 8 and ONE YEAR for Proposal 8.

INFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement. You have received these proxy materials because Merus’ board of directors is soliciting your proxy for the Annual General Meeting. This proxy statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Proxy Card. Instructions regarding how you can vote are contained on the proxy card included with these materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If your household received a single set of proxy materials this year, but you would prefer to receive your own copy, or if you currently share an address with another shareholder and wish to receive only one copy of proxy materials in future for your household, please contact Broadridge Householding Department, by calling their toll free number, 1-866-540-7095 or by writing to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you have requested to be removed from the householding program, you will be removed within 30 days of receipt of your instructions at which time you will then be sent separate copies of the documents.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING

WHO IS ENTITLED TO VOTE PRIOR TO THE ANNUAL GENERAL MEETING?

As you will not be able to vote during the Annual General Meeting, we urge you to vote your shares prior to the Annual General Meeting or to submit your proxy prior to the Cut-off Time. The Record Date for the Annual General Meeting is April 30, 2021.May 3, 2022. Persons with Meeting Rights (i.e., (i) holders of common shares or who otherwise have voting rights and/or meeting rights with respect to common shares on the Record Date and (ii) holders of preferred shares (if any are issued) or who otherwise have voting rights and/or meeting rights with respect to preferred shares on the date of the Annual General Meeting, in each case provided that they are recorded as such in the Company’s shareholders’ register or in the register maintained by the Company’s U.S. transfer agent) may virtually attend the Annual General Meeting. Each outstanding common share and each outstanding preferred share (if any are issued) is entitled to one vote on all matters presented at the Annual General Meeting as voting items. At the close of business on April 28, 2021,2022, there were 38,349,55343,550,059 common shares and no preferred shares outstanding.

WHAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER” AND HOLDING SHARES IN “STREET NAME”?

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN “STREET NAME”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials will be provided to you by your bank or brokerage firm, along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. You will not be able to vote your shares during the Annual General Meeting.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL GENERAL MEETING?

A quorum must be present at the Annual General Meeting for any voting item to be voted on. At the Annual General Meeting at least one-third of the Company’s issued and outstanding shares must be represented in order to constitute a quorum.

WHO CAN ATTEND THE ANNUAL GENERAL MEETING?

You may virtually attend the Annual General Meeting if you are a Person with Meeting Rights (see above under “Who is entitled to vote prior to the Annual General Meeting”), or if you hold a valid proxy from a Person with Meeting Rights for the Annual General Meeting. If you would like to virtually attend the Annual General Meeting, or be represented by proxy, you must notify the Company by e-mail (addressed to A.Noordzij@merus.nl ) or in writing (addressed to Merus N.V., c/o Company Secretary, Yalelaan 62, 3584 CM Utrecht, the Netherlands) of your identity and intention to virtually attend the Annual General Meeting. This notice must be received by the Company no later than 16:59 (4:59) p.m. Central European Summer Time on May 25, 202127, 2022 (the “Cut-off Time”). If you do not comply with this requirement, you may be refused virtual attendance of the Annual General Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING

e-mail (addressed to A.Noordzij@merus.nl) or in writing (addressed to Merus N.V., c/o Company Secretary, Yalelaan 62, 3584 CM Utrecht, the Netherlands) prior to the Cut-off Time, failing which the proxyholder concerned may be refused virtual attendance of the Annual General Meeting. If your bank or broker holds your shares in street name, you may also be required to provide proof of beneficial ownership of our common shares on the Record Date, such as a bank or brokerage statement or a letter from your bank or broker showing that you owned our common shares at the close of business on the Record Date.

You may virtually attend and participate in the Annual General Meeting by visiting the following website: www.virtualshareholdermeeting.com/MRUS2021.MRUS2022.

The meeting webcast will begin promptly at 15:00 (3:00) p.m. Central European Summer Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 14:55 (2:55) p.m. Central European Summer Time, and you should allow ample time for the check-in procedures.

To virtually attend and participate in the Annual General Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your bank or broker holds your shares in street name, you should contact your bank or broker to obtain your 16-digit control number. If you lose your 16-digit control number, you may join the Annual General Meeting as a “Guest” but you will not be able to ask questions.

WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL GENERAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual General Meeting login page.

WHY HOLD A VIRTUAL MEETING?

As part of our effort to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the Annual General Meeting, in light of the COVID-19 pandemic, we believe that hosting a virtual meeting is in the best interest of the Company and its shareholders and enables increased shareholder attendance and participation because shareholders can participate from any location around the world.

WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL GENERAL MEETING?

If the requisite quorum (see above under “How many shares must be present to hold the Annual General Meeting”) is not present, then the Annual General Meeting cannot validly pass any of the voting items on the agenda for the Annual General Meeting and a new meeting shall be convened in accordance with applicable law.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE SET OF PROXY MATERIALS?

It means that your common shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials please submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING

HOW DO I VOTE?

Shareholders should submit their proxy before the Cut-off Time in order to vote their shares, regardless of whether they plan to virtually attend the Annual General Meeting. You will not be able to vote during the Annual General Meeting. There are four ways to vote by proxy:

Telephone and Internet voting facilities will be available 24 hours a day and will close at the Cut-off Time.

If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also may be offered to shareholders owning shares through certain banks and brokers.

CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?

Yes.

You may revoke your submitted proxy and change your vote prior to the Cut-off Time:

Your most recent proxy card or telephone or Internet proxy is the one that will be counted. Your attendance at the Annual General Meeting by itself will not revoke your proxy. You will not be able to vote during the Annual General Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker.

WHO WILL COUNT THE VOTES?

NautaDutilh N.V., our Dutch legal counsel, will tabulate the votes submitted by proxy prior to the Cut-off Time as described in this proxy statement. This tabulation will be provided to the Company.

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the board of directors. The board of directors’ recommendations are indicated on page 2 of this proxy statement, as well as with the description of each proposal in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING

WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL GENERAL MEETING?

No business shall be voted on at the Annual General Meeting, except such items as included in the agenda for the meeting included on page 2 of this proxy statement.

HOW MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE PROPOSALS TO BE VOTED UPON?

Other than the proposal to appoint Maxine Gowen, Ph.D.,re-appoint Len Kanavy, as non-executive director, each voting item on the agenda for the Annual General Meeting requires the affirmative vote of a simple majority of the valid votes cast. For Proposal 8, if no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by shareholders. The proposal to appoint Maxine Gowen, Ph.D.,re-appoint Len Kanavy as non-executive director is based on a binding nomination proposed by the board of directors. The proposed candidate specified in a binding nomination shall be appointed provided that the requisite quorum is present or represented at the Annual General Meeting, unless the nomination is overruled by the Annual General Meeting which would result if at least a two-thirds majority of the votes cast, representing more than half of the Company’s issued share capital, vote against the appointment. Also, at the Annual General Meeting at least one-third of the Company’s issued and outstanding shares must be represented in order to constitute a quorum.

WHAT IS AN ABSTENTION AND HOW WILL ABSTENTIONS BE TREATED?

An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Under Dutch law and our articles of association, shares abstaining from voting will not count as votes cast at the Annual General Meeting, but will count as shares present and entitled to vote for purposes of determining a quorum. Abstentions have no effect on the proposals.

WHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR DETERMINING A QUORUM?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares, in which case your shares will count for purposes of determining whether a quorum is present. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the appointment of directors. Broker non-votes have no effect on the proposals and do not count for purposes of determining whether a quorum is present or for the purpose of determining the number of votes cast. We do not expect any broker non-votes in connection with proposal 2.

WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL GENERAL MEETING?

We plan to announce whether the proposals have passed at the Annual General Meeting and we will report the final voting results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual General Meeting.

PROPOSAL 1 – ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 20202021

PROPOSALS TO BE VOTED ON

PROPOSAL 1

Adoption of Dutch statutory annual accounts for the financial year 20202021

The Annual General Meeting, as required under Dutch law, will be asked to adopt our Dutch statutory annual accounts for the financial year 2020,2021, which are comprised of our company annual accounts and consolidated annual accounts. This approval also extends to the approval of the use of the English language for the line items in our Dutch statutory annual accounts and the preparation of our annual reports (for this and other financial years).

Our Dutch statutory consolidated annual accounts are prepared in accordance with International Financial Reporting Standards and are different from the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 20202021 that were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and filed with the SEC. The Dutch statutory annual accounts contain some disclosures that are not required under U.S. GAAP and not contained in our Annual Report on Form 10-K.

A copy of our Dutch statutory annual accounts over the financial year 20202021 will be included in our Dutch statutory annual report over the financial year 2020,2021, which will be made available on our website at http://www.merus.nl and at our offices located at Yalelaan 62, 3584 CM Utrecht, the Netherlands ultimately when we publish a convening notice of the Annual General Meeting in a Dutch daily newspaper with national distribution in accordance with Dutch law.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of directors unanimously recommends a vote FOR the adoption of our Dutch statutory annual accounts for the financial year 2020.2021.

PROPOSAL 2 – APPOINTMENT OF THE EXTERNAL AUDITOR FOR THE FINANCIAL YEAR 20212022 FOR PURPOSES OF DUTCH LAW

PROPOSAL 2

Appointment of the external auditor for the financial year 20212022 for purposes of Dutch law

Pursuant to Dutch law, our general meeting of shareholders is authorized to appoint an auditor to audit our Dutch annual report, including our statutory annual accounts. Upon the recommendation of the audit committee of our board of directors, our board of directors proposes to appoint and instruct KPMG Accountants N.V. to serve as our external auditor who will audit our Dutch annual report and Dutch statutory annual accounts to be prepared in accordance with Dutch law for the financial year 2021.2022.

A representative of KPMG Accountants N.V. is expected to virtually attend the Annual General Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from shareholders.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of directors unanimously recommends a vote FOR appointment of KPMG Accountants N.V. as the external auditor for the financial year 20212022 for purposes of Dutch law.

PROPOSAL 3 – RELEASE OF EACH MEMBER OF OUR BOARD OF DIRECTORS FROM LIABILITY FOR THE EXERCISE OF THEIR DUTIES

PROPOSAL 3

Release of each member of our board of directors from liability for the exercise of their duties

As is customary for companies organized under Dutch law, the Annual General Meeting will be asked to release each member of our board of directors in office during the financial year 20202021 from liability with respect to the exercise of their respective duties during that year.

The scope of this release from liability extends to the exercise of the respective duties of our board members insofar as these are reflected in our Dutch statutory annual report over financial year 2020,2021, our Dutch statutory annual accounts over the financial year 20202021 or in our other public disclosures.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of directors unanimously recommends a vote FOR the release of each member of our board of directors from liability for the exercise of their duties during the financial year 2020.2021.

PROPOSAL 4 – APPOINTMENTRE-APPOINTMENT OF MAXINE GOWEN, PH.D.LEN KANAVY AS NON-EXECUTIVE DIRECTOR

PROPOSAL 4

AppointmentRe-appointment of Maxine Gowen, Ph.D.Len Kanavy as non-executive director

The board of directors has made a binding nomination to appoint Maxine Gowen, Ph.D.re-appoint Len Kanavy as non-executive director of the Company for a period ending at the end of the annual general meeting of shareholders of the Company to be held in 2025.2026.

Maxine Gowen, Ph.D.,Len Kanavy has served as an observer toa non-executive director of our board of directors since October 2020. Dr. Gowen was the founding President and Chief Executive Officer of Trevena, Inc. (Trevena), from 2007 to OctoberJuly 2018. Prior to this position, Dr. Gowen held a variety of leadership roles at GlaxoSmithKline (GSK) over a period of 15 years. AsMr. Kanavy most recently served as Senior Vice President, for the company’s Center of Excellence for Drug Discovery, she developed an innovative new approachCommercial Business Operations at Genentech, a biotechnology company, from September 2006 to externalizing drug discovery. Dr. Gowen was previously President and Managing Partner at SR One, the venture capital subsidiary of GSK,September 2016, where she led its investments in and served on the Board of Directors of numerous companies. Dr. Gowen also previously served as Vice President, Drug Discovery, Musculoskeletal Diseases at GSK, where shehe was responsible for drug discoverystrategic decisions for the U.S. commercial business, including product launches, valuation of business development opportunities, clinical development plan options and early development for osteoporosis, arthritispricing. From 2014 to 2016, he was a board member of the Genentech Access to Care Foundation. Prior to joining Genentech, Mr. Kanavy was Vice President, Commercial Operations at Novartis Pharmaceuticals, where he led teams in business analytics, strategy, and metastatic bone disease. Dr. Gowenproduct launches. Mr. Kanavy holds a B.Sc.B.S. in biochemistryBusiness Administration and an M.B.A. with a specialization in Finance from the University of Bristol, U.K., received a Ph.D. in cell biology from the University of Sheffield, U.K., and received an MBA from the Wharton School of the University of Pennsylvania. Dr. Gowen currently serves on the board of directors of Aclaris Therapeutics, Idera Therapeutics, and Passage Bio, Akebia Therapeutics (Akebia) and Trevena, and will be retiring from the boards of directors of Akebia and Trevena by the second half of 2021.Scranton. We believe that Dr. GowenMr. Kanavy is qualified to serve on our board of directors due to herhis leadership, business development and commercial experience in the biotechnology industry and inbreadth and knowledge about our business.

In addition to Mr. Kanavy, all of the field of clinical drug development, her scientific experiencepersons whose names and her tenurebiographies appear below are currently serving as CEO and independent director at several publicly traded biotechnology companies.our directors.

VOTE REQUIRED

The proposal to appoint Dr. Gowenre-appoint Mr. Kanavy as non-executive director is based on a binding nomination proposed by the board of directors. Consequently, Dr. GowenMr. Kanavy shall be appointedre-appointed provided that the requisite quorum is present or represented at the Annual General Meeting, unless the nomination is overruled by the Annual General Meeting which would result if at least two-thirds of the votes cast, representing more than half of the Company’s issued share capital, vote against the appointment.re-appointment. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of directors unanimously recommends a vote FOR the appointmentre-appointment of Maxine Gowen, Ph.D.Len Kanavy as non-executive director.

OUR BOARD OF DIRECTORS

We currently have seven (7)eight (8) directors on our board of directors, including one executive director, and sixseven (6)(7) non-executive directors. Our current executive director is Sven (Bill) Ante Lundberg, M.D., who has served on our board of directors since June 2019 and as an executive director since December 31, 2019. Our current non-executive directors are Mark Iwicki, who has served on our board of directors since June 2015, Len Kanavy, who has served on our board of directors since July 2018, Anand Mehra, M.D., who has served on our board of directors since August 2015, Gregory D. Perry, who has served on our board of directors since May 2016, Paolo Pucci, who has served on our board of directors since June 2020, and Victor Sandor, M.D.C.M., who has served on our board of directors since June 2019. If Dr.2019, and Maxine Gowen, is appointed at the Annual General Meeting, the board of directors will consist of eight (8) directors, consisting of one executive director and seven (7) non-executive directors. Due to the changes in the composition ofPh.D., who has served on our board of directors we expect that the composition of the committees of our board of directors will be revised following the Annual General Meeting. See “Committees of the Board.”since May 2021.

Each board member is appointed for an initial term of up to four years. A non-executive director may be re-appointed for one subsequent term of up to four years followed by up to two subsequent terms of up to two years. An executive director may serve for an unlimited number of consecutive terms of up to four years. The expiration of the current terms of the members of our board of directors and the period each member has served in that term are as follows:

Our articles of association provide that the number of executive and non-executive directors may only be determined by our board of directors. Our directors are appointed on the basis of a binding nomination prepared by our board of directors. Our general meeting of shareholders may overrule the binding nomination by a resolution passed by a two-thirds majority of votes cast, provided such majority represents more than half of our issued share capital, in which case our board of directors shall be allowed to make a new binding nomination. Our directors may be dismissed only by a resolution at a general meeting of shareholders. Dismissal of a director by our general meeting of shareholders requires a two-thirds majority of votes cast, provided such majority represents more than half of our issued share capital, unless the dismissal is proposed by the board of directors, in which case a simple majority of votes cast will suffice to pass the resolution.

There are no family relationships among any of our executive officers or directors.

Continuing Members of the Board of Directors

NON-EXECUTIVE DIRECTORS (TERMS TO EXPIRE AT THE 2022 ANNUAL GENERAL MEETING)

The current member of the board of directors whose term will expire at the 2022 annual general meeting of shareholders and who will continue on the board of directors following the Annual General Meeting is as follows:

Name		Age		Served as a Director Since		Position(s) with Merus
Len Kanavy		59		2018		Non-Executive Director

The principal occupations and business experience, for at least the past five years, of the continuing director whose term will expire at the 2022 annual general meeting of shareholders are as follows:

		LEN KANAVY		Age 59

Len Kanavy has served as a non-executive director of our board of directors since July 2018. Mr. Kanavy most recently served as Senior Vice President, Commercial Business Operations at Genentech, a biotechnology company, from September 2006 to September 2016, where he was responsible for strategic decisions for the U.S. commercial business, including product launches, valuation of business development opportunities, clinical development plan options and pricing. From 2014 to 2016, he was a board member of the Genentech Access to Care Foundation. Prior to joining Genentech, Mr. Kanavy was Vice President, Commercial Operations at Novartis Pharmaceuticals, where he led teams in business analytics, strategy, and product launches. Mr. Kanavy holds a B.S. in Business Administration and an M.B.A. with a specialization in Finance from the University of Scranton. We believe that Mr. Kanavy is qualified to serve on our board of directors due to his leadership, business development and commercial experience in the biotechnology industry.

EXECUTIVE AND NON-EXECUTIVE DIRECTORS (TERMS TO EXPIRE AT THE 2023 ANNUAL GENERAL MEETING)

The current members of the board of directors whose term will expire at the 2023 annual general meeting of shareholders and who will continue on the board of directors following the Annual General Meeting are as follows:

 

Name		Age		Served as a Director Since		Position(s) with Merus
Sven (Bill) Ante Lundberg, M.D.		57		2019		Executive Director
Anand Mehra, M.D.		45		2016		Chairman and Non-Executive Director
Victor Sandor, M.D.C.M.		54		2019		Non-Executive Director

of other public life science companies and his extensive leadership experience and breadth and knowledge about our business.

from Ball State University and an M.B.A. from Loyola University. We believe that Mr. Iwicki is qualified to serve on our board of directors due to his leadership, commercial and business experience in the biotechnology industry and breadth and knowledge about our business as well as his tenure as CEO and independent director in several publicly traded biotechnology companies.

		GREGORY D. PERRY		Age 6061

Gregory D. Perry has served as a non-executive director of our board of directors since May 2016 and Vice ChairmanChairperson of our board of directors since August 2018. Mr. Perry has served as the Chief Financial Officer at Finch Therapeutics Group, a microbiome therapeutics company, since May 2018.2018, from which position as Chief Financial Officer Mr. Perry will retire, effective April 30, 2022. Mr. Perry served as the Chief Financial and Administrative Officer of Novelion Therapeutics Inc., a biopharmaceutical company (“Novelion”), from November 2016 to December 2017. Prior to Novelion, Mr. Perry was Chief Financial Officer of Aegerion Pharmaceuticals Inc., a biopharmaceutical company from July 2015 until its merger with Novelion in November 2016. Prior to that, he served as Chief Financial and Business Officer of Eleven Biotherapeutics, Inc., now Sensen Bio, a fusion-protein therapeutics company, from January 2014 to June 2015. Prior to that, Mr. Perry served as the Interim Chief Financial Officer of InVivo Therapeutics Holdings Corp., a biomaterials and biotechnology company, from September 2013 to December 2013, and prior to that he served as Senior Vice President and Chief Financial Officer of ImmunoGen, Inc., a biotechnology company, from 2009 until he was promoted in 2011 to Executive Vice President and Chief Financial Officer, a role he held until 2013. Before that, he was he was the Chief Financial Officer of Elixir Pharmaceuticals and, prior to that Senior Vice President and Chief Financial Officer of Transkaryotic Therapies. He has also held various financial leadership roles within PerkinElmer Inc., Domantis Ltd., Honeywell and General Electric. Since February 2018, Mr. Perry has served on the board of directors of Kala, including as chair of its audit committee. From December 2011 to February 2016, Mr. Perry served on the board of directors of Ocata Therapeutics, including as chair of its audit committee and a member of its compensation committee, until it was acquired by Astellas Pharma Inc. Mr. Perry received a B.A. in Economics and Political Science from Amherst College. We believe that Mr. Perry is qualified to sit on our board of directors based on his financial experience, leadership and business experience and breadth and knowledge about our business.

		PAOLO PUCCI		Age 5960

Paolo Pucci has served as a non-executive director of our board of directors since June 2020. Mr. Pucci served as the Chief Executive Officer of ArQule, Inc., a biopharmaceutical oncology company engaged in the research and development of targeted therapeutics, from June 2008 until its acquisition by Merck in January 2020. Prior to joining ArQule, Mr. Pucci worked at Bayer AG from 2001 to 2008, where he served in a number of leadership capacities including President of the Oncology & Global Specialty Medicines Business Units and was a member of the Bayer Pharmaceuticals Global Management Committee. Before Bayer, Mr. Pucci held positions of increasing responsibility with Eli Lilly and Company from July 1991 to April 2001, culminating with his appointment as Managing Director, Eli Lilly Sweden AB. Mr. Pucci earned an MS in economics and accounting from Università degli Study di Napoli Federico II and an MBA in marketing and finance from the University of Chicago. Mr. Pucci currently serves on the boards of directors of West Pharmaceuticals Services, Inc., and Replimmune Group Inc. Within the past five years, Mr. Pucci previously served on the boards of directors of Algeta ASA, until its acquisition by Bayer AG, and Dyax Inc., until its acquisition by Shire Plc (which was subsequently acquired by Takeda Pharmaceutical Company Ltd.), New Link Genetics Inc, and ArQule Inc., until its acquisition by Merck Inc. He currently serves on the boards of directors of West Pharmaceuticals Services, Inc., Replimmune Group Inc., and Trillium Therapeutics Inc., until its acquisition by Pfizer Inc. We believe that Mr. Pucci is qualified to serve on our board of directors due to his leadership, international business and biotechnology experience in large multinational pharmaceutical corporations as well as his tenure as CEO and independent director in several publicly traded biotechnology companies.

NON-EXECUTIVE DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL GENERAL MEETING)

The current member of the board of directors whose term will expire at the 2025 annual general meeting of shareholders and who will continue on the board of directors following the Annual General Meeting is as follows:

Name		Age		Served as a Director Since		Position(s) with Merus
Maxine Gowen, Ph.D.		64		2021		Non-Executive Director

The principal occupations and business experience, for at least the past five years, of the continuing director whose term will expire at the 2025 annual general meeting of shareholders are as follows:

		MAXINE GOWEN		Age 64

Maxine Gowen, Ph.D., has served as a non-executive director of our board of directors since May 2021. Dr. Gowen was the founding President and Chief Executive Officer of Trevena, Inc. (“Trevena”), from 2007 to October 2018. Prior to this position, Dr. Gowen held a variety of leadership roles at GlaxoSmithKline (“GSK”) over a period of 15 years. As Senior Vice President for the company’s Center of Excellence for Drug Discovery, she developed an innovative new approach to externalizing drug discovery. Dr. Gowen was previously President and Managing Partner at SR One, the venture capital subsidiary of GSK, where she led its investments in and served on the Board of Directors of numerous companies. Dr. Gowen also previously served as Vice President, Drug Discovery, Musculoskeletal Diseases at GSK, where she was responsible for drug discovery and early development for osteoporosis, arthritis and metastatic bone disease. Dr. Gowen holds a B.Sc. in biochemistry from the University of Bristol, U.K., received a Ph.D. in cell biology from the University of Sheffield, U.K., and received an MBA from the Wharton School of the University of Pennsylvania. Dr. Gowen currently serves on the board of directors of Aclaris Therapeutics, Idera Therapeutics, and Passage Bio, and served on the boards of Akebia Therapeutics and Trevena until May 2021. We believe that Dr. Gowen is qualified to serve on our board of directors due to her leadership, experience in the biotechnology industry and in the field of clinical drug development, her scientific experience and her tenure as CEO and independent director at several publicly traded biotechnology companies.

BOARD DIVERSITY MATRIX

Board Diversity Matrix (As of April 29, 2022)

Country of Principal Executive Offices

The Netherlands

Foreign Private Issuer

No

Disclosure Prohibited under Home Country Law

No

Total Number of Directors

8

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

1

5

0

2

Part II: Demographic Background / Orientation

Underrepresented Individual in Home Country Jurisdiction

1

LGBTQ+

0

Did Not Disclose Demographic Background / Orientation

2

PROPOSAL 5 – GRANTING AUTHORIZATION TO ACQUIRE SHARES (OR DEPOSITORY RECEIPTS FOR SUCH SHARES) IN THE COMPANY’S CAPITAL

PROPOSAL 5

Granting authorization to acquire shares (or depository receipts for such shares) in the Company’s capital

The board of directors has been authorized, for a period ending on December 30, 2021,November 28, 2022, to resolve for the Company to acquire fully paid-up shares in the Company’s capital (or depository receipts for such shares) by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price per share which is higher than nil and no higher than 110% of the average closing price of the Company’s common shares on the Nasdaq Global Market (“Nasdaq”) (such average closing price being calculated over the five trading days preceding the date the acquisition is agreed upon by the Company), up to 10% of the Company’s issued share capital.

It is now proposed to renew the authorization of the board of directors, for a period of 18 months following the date of the Annual General Meeting, to resolve for the Company to acquire fully paid-up shares in the Company’s capital (or depository receipts for such shares) by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price per share which is higher than nil and no higher than 110% of the average closing price of the Company’s common shares on the Nasdaq (such average closing price being calculated over the five trading days preceding the date the acquisition is agreed upon by the Company), up to 10% of the Company’s issued share capital (determined as at the close of business on the date of the Annual General Meeting). If this proposal is passed, the proposed authorization shall replace the existing authorization referred to in the previous paragraph.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of directors unanimously recommends a vote FOR the granting authorization to acquire shares (or depository receipts for such shares) in the Company’s capital.

PROPOSAL 6 – ARTICLES AMENDMENT A—APPROVAL OF THE AMENDMENT OF ARTICLESTHE NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM (“NED PROGRAM”) TO (I) INCREASE THE VALUE OF ASSOCIATIONOPTION AWARDS GRANTED UNDER THE NED PROGRAM TO MORE CLOSELY ALIGN WITH THE 50^TH PERCENTILE OF THE COMPANY’S U.S. PEER GROUP, AND (II) INCREASE OUR AUTHORIZED SHARE CAPITAL AND AUTHORIZATIONTHE AMOUNT BY WHICH THE GRANT DATE FAIR VALUE OF OPTION AWARDS GRANTED UNDER THE NED PROGRAM INCREASES ANNUALLY FROM 3% TO IMPLEMENTUP TO 5%. THE NUMBER OF SHARES SUBJECT TO SUCH AMENDMENTAWARDS WILL CONTINUE TO BE DETERMINED IN ACCORDANCE WITH THE NED PROGRAM

PROPOSAL 6

Articles Amendment A—Approval of the amendment of Articlesthe Non-Executive Director Compensation Program (“NED Program”) to (i) increase the value of Associationoption awards granted under the NED Program to more closely align with the 50^th percentile of the Company’s U.S. peer group, and (ii) increase our authorized share capital and authorizationthe amount by which the grant date fair value of option awards granted under the NED Program increases annually from 3% to implementup to 5%. The number of shares subject to such amendmentawards will continue to be determined in accordance with the NED Program

On April 16, 2021,Pursuant to, and subject to the terms of, the Company’s NED Program, non-executive directors are eligible to receive an option to purchase common shares in our share capital in connection with the director’s initial appointment to our board (the “Initial Award”) and annually at the time of, directors adopted a resolution to propose to theor as soon as practically following, our annual general meeting of shareholders if the director has served on our board for at least six months as of the date of the annual meeting, and will continue to amend the Company’s articles of association, by increasing our authorized share capital from the amount of EUR 8,100,000 and divided into 45,000,000 common shares and 45,000,000 preferred shares to the amount of EUR 12,150,000 and divided into 67,500,000 common shares and 67,500,000 preferred sharesserve as a non-executive director immediately following such meeting (the “Share Capital Increase Amendment”“Annual Award”). AtThe grant date fair value of the Initial Award and Annual General Meeting,Award is set forth in our shareholders will be asked to approve the Share Capital Increase Amendment.

Under Dutch law,NED Program and the number of shares subject to each Initial Award and Annual Award is determined using a Black-Scholes option pricing model and the valuation assumptions used by the Company in accounting for options as of such date; provided, that may be issued in the share capitalfair market value of a public limited liability company is limited by such company’s authorized share capital as included in its articles of association. Our current authorized share capital, in the amount of EUR 8,100,000 and divided into 45,000,000 common shares of the Company used in such calculation is based on the average trading price of the common shares of the Company over the preceding thirty day period. In 2021, the Initial Award had an aggregate grant date fair value of $225,101 and 45,000,000 preferred shares as included in articles 4.1the Annual Award had an aggregate grant date fair value of $112,551. The Company’s NED Program provides that the grant date fair value of the Initial Award and 4.2the Annual Award increase by 3% each year, subject to approval by our board.

We pay a portion of our articles of association may limitnon-executive directors’ compensation in equity through stock options to create an alignment between our ability to obtain further equity investments as currently approximately 85%directors’ interests and those of our authorized share capital with regard to our common shares has been issued.shareholders. The stock options are at risk of having no value since value is only realized if the stock price appreciates above the exercise price established on the grant date.

The purpose ofIn this Proposal 6 we are asking the Share Capital Increase Amendment is to increase our flexibility to expand our business and obtain equity investments in the future by allowing the Company to issue additional common shares in connection with acquisitions of other companies or technologies, future financings, joint ventures, stock splits, employee and director benefit programs and other desirable corporate activities, without requiring our Company’s shareholders to approve an amendment to the NED Program to increase in the authorized share capital as contained inaggregate grant date fair value of the Initial Award to $474,556, and the Annual Award to $237,278. Further, the amendment would also increase the grant date fair value of the Initial Award and Annual Award by up to 5% each year, subject to approval by our articles of association each time such action is contemplated. From 2018 toboard.

During 2021, the Company has issued shares, including at premiums of up to approximately 100% of the then trading price in conjunction with collaboration and license agreements, and have also issued share capital in follow-on offerings to use the net proceeds for advancing the clinical development of our product candidates, for preclinical research and technology development and for working capital and general corporate purposes. We expect the Share Capital Increase Amendment to serve similar purposes. The proposed Share Capital Increase Amendment only increases the maximum number of shares that may be issued under our articles of association and does not result in actual issuances of such shares. Except pursuant to our employee and director incentive plans, we presently have no plan, commitment, arrangement, understanding or agreement regarding the issuance of our common shares. However, as discussed above, if the increase of the authorized share capital is approved by our shareholders, we may in the future issue additional common shares to pursue acquisition and joint venture opportunities and in connection with future financings, including for advancing the clinical development of our product candidates, for preclinical research and technology development and for working capital and general corporate purposes.

Language of the Proposed Amendment

In connection with the Share Capital Increase Amendment, our board of directors proposedretained Aon, an independent compensation consultant, to analyze the Company’s director compensation program. The analysis conducted by Aon indicated that in 2020, the value of the Initial Award and we are therefore requesting our shareholdersAnnual Award approximated the 50^th percentile of the Company’s U.S. peer group. However, in 2021, appreciation, size and stage of the Company changed, leading to resolve that articles 4.1several changes in the Company’s peer group, which resulted in the value of the Initial Award and 4.2Annual Award to significantly trail the 50^th percentile of our articles of association be amended to read as follows:

“4.1the Company’s U.S. peers. The Company’s authorised share capital amountsnew U.S. peer group for 2021, comprised the following companies: Aeglea BioTherapeutics, Arcturus Therapeutics, Arcus Biosciences, Atara Biotherapeutics, Crinetics Pharmaceuticals, CytomX Therapeutics, Immunogen, Inhibrx, Kura Oncology, MacroGenics, Inc., Mersana Therapeutics, Molecular Templates, NGM Biopharmaceuticals, REGENXBIO, Scholar Rock, Syndax Pharmaceuticals, Syros Pharmaceuticals, TCR2 Therapeutics, XBiotech, Zymeworks. This peer group was selected based on several factors, including stage of development at Phase 2 to twelvepotentially registrational phase of development; companies with an oncology focus; companies with annual revenue at the 50^th percentile of approximately $18 million, one hundred fifty thousand euro (EUR 12,150,000).

4.2The authorised share capital is divided into:

a.sixty-sevenresearch and development expense at the 50^th percentile of approximately $94 million, cash and cash equivalents at the 50^th percentile of approximately $290 million, and five hundred thousand (67,500,000) common shares; anda 30-day average market capitalization at the 50^th percentile of approximately $1 billion.

PROPOSAL 6 – ARTICLES AMENDMENT A – APPROVAL OF THE AMENDMENT OF ARTICLESTHE NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM (“NED PROGRAM”) TO (I) INCREASE THE VALUE OF ASSOCIATIONOPTION AWARDS GRANTED UNDER THE NED PROGRAM TO MORE CLOSELY ALIGN WITH THE 50^TH PERCENTILE OF THE COMPANY’S U.S. PEER GROUP, AND (II) INCREASE OUR AUTHORIZED SHARE CAPITAL AND AUTHORIZATIONTHE AMOUNT BY WHICH THE GRANT DATE FAIR VALUE OF OPTION AWARDS GRANTED UNDER THE NED PROGRAM INCREASES ANNUALLY FROM 3% TO IMPLEMENTUP TO 5%. THE NUMBER OF SHARES SUBJECT TO SUCH AMENDMENTAWARDS WILL CONTINUE TO BE DETERMINED IN ACCORDANCE WITH THE NED PROGRAM

b.sixty-seven million and five hundred thousand (67,500,000) preferred shares,

each havingThis peer group had a nominalmedian board or director equity grant valued at approximately two times the equity grant value of nine eurocents (EUR 0.09).”

In Dutch:

“4.1Het maatschappelijk kapitaal van de Vennootschap bedraagt twaalf miljoen éénhonderdvijftig duizend euro (EUR 12.150.000).

4.2Het maatschappelijk kapitaal is verdeeld in:

a.zevenenzestig miljoen en vijfhonderdduizend (67.500.000) gewone aandelen; en

b.zevenenzestig miljoen en vijfhonderdduizend (67.500.000) preferente aandelen,

elk met een nominaal bedrag van negen eurocent (EUR 0,09).”

A copythe Company’s prior U.S. peer group, leading the Company’s Initial and Annual Award equity value to significantly trail the market 50^th percentile of the above proposalU.S. peer group. In an effort to align the value of our directors’ equity compensation with the 50^th percentile of our peer group companies and to ensure the Company remains competitive in its ability to attract and retain non-executive members of the board of directors, the Company wishes to amend the terms of the NED Program by (i) increasing the grant date fair value of the Initial Award and Annual Award to $474,556 and $237,278, respectively, which amounts would approximate the 50^th percentile of our articlesU.S. peer group companies and (ii) increasing the amount by which the grant date fair value of association is available freethe Initial Award and Annual Award increases each year from 3% to up to 5%, subject to approval by our board. The number of charge at our registered officeshares subject to Initial Awards and Annual Awards will continue to be determined based on the grant date fair value set forth in the Netherlands at Yalelaan 62, 3584 CM Utrecht,NED Program using a Black-Scholes option pricing model. The proposed change to the Netherlands.

EffectNED Program would permit the Company to issue options that are more closely aligned with the market 50^th percentile of the Proposed Amendment

The approval and implementation of the Share Capital Increase Amendment will result in the increase of our authorized share capital from the amount of EUR 8,100,000 and divided into 45,000,000 common shares and 45,000,000 preferred shares to the amount of EUR 12,150,000 and divided into 67,500,000 common shares and 67,500,000 preferred shares. If shareholders approve the Share Capital Increase Amendment, such resolution shall include the granting of authorization to each civil law notary, candidate civil law notary and lawyer working with NautaDutilh N.V., our Dutch legal counsel, to execute the Dutch notarial deed of amendment to our articles of association in order to implement such resolution.Company’s U.S. peers.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of directors unanimously recommends a vote FOR the approval of anthe amendment of our articlesthe NED Program to (i) increase the value of association option awards granted under the NED Program to more closely align with the 50th percentile of the Company’s U.S. peer group, and (ii) increase our authorized share capital as described above (includingtheamount by which the authorizationgrant date fair value of NautaDutilh N.V.to effectoption awards granted under the NED Program increases annually from 3% to up to 5%. The number of shares subject to such amendment as described above).awards will continue to be determined in accordance with the NED Program.

PROPOSAL 7 – ARTICLES AMENDMENT B—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF AMENDMENTTHE COMPENSATION OF ARTICLES OF ASSOCIATION TO INCLUDE U.S. FEDERAL FORUM SELECTION CLAUSE AND AUTHORIZATION TO IMPLEMENT SUCH AMENDMENTOUR NAMED EXECUTIVE OFFICERS

PROPOSAL 7

Articles Amendment B—Approval, on an Advisory (Non-Binding) Basis, of amendmentthe Compensation of Articles of Association to include U.S. federal forum selection clause and authorization to implement such amendmentOur Named Executive Officers

On April 16,In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Rule 14a-21 under the Exchange Act, we request that our shareholders cast a non-binding, advisory vote to approve the compensation of our named executive officers identified in the section titled “Executive and Director Compensation” set forth below in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their support of our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers described in this proxy statement.

Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual General Meeting:

“RESOLVED, that the Company’s shareholders approve, by a non-binding advisory vote, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual General Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion.”

We believe that our compensation programs and policies for the year ended December 31, 2021 are worthy of shareholder support because they were an effective incentive for the achievement of our business goals, were well-designed to attract and retain highly qualified executives, and aligned with shareholder interest and worthy of shareholder support.

This vote is merely advisory and will not be binding upon us, our board of directors adopted a resolution to propose toor our compensation committee, nor will it create or imply any change in the general meeting to amend the Company’s articlesduties of association, to add a new clause providing that, except as otherwise permitted byus, our board of directors or our compensation committee. The compensation committee will, however, take into account the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended (the “Securities Act”), to the fullest extent permitted by applicable law, shall be the federal district courtsoutcome of the United States of America (the “Federal Forum Selection Amendment”). At the Annual General Meeting, our shareholders will be asked to approve the Federal Forum Selection Amendment.

vote when considering future executive compensation decisions. The Board believes that the Company and its shareholders will benefit from having disputes arising from the Securities Act litigated at the federal district courts of the United States of America. The Federal Forum Selection Amendment proposed by the board of directors is intendedvalues constructive dialogue on executive compensation and other significant governance topics with our shareholders and encourages all shareholders to provide for an efficient process for resolution of such disputes and to protect the Company against plaintiff forum shopping and the filing of parallel lawsuits in state and federal jurisdictions, to facilitate consolidation of multi-jurisdictional litigation and provides efficiencies in managing the procedural aspects of securities litigation. It is possible that a court of law could findvote their shares on this choice of forum provision to be inapplicable or unenforceable if challenged in a proceeding or otherwise.

Although we are seeking approval of this provision for the reasons cited above, if this provision is approved and implemented, the effects of this amendment may include, but are not limited to, that this provision could impose additional litigation costs on shareholders who assert the provision is not enforceable and may impose more general additional litigation costs in pursuing any such claims, discourage claims or limit shareholders’ ability to bring a claim in a state court forum that they find favorable.

Language of the Proposed Amendment

In connection with the Federal Forum Selection Amendment, ourimportant matter. The board of directors proposed and we are therefore requesting our shareholders to resolve that after article 33 of our articles of association, a new article 34will determine when the next “say-on-pay” advisory vote will be included which shall read as follows:

“FEDERAL FORUM PROVISION

Article 34

Except as otherwise consented to in writing byheld after considering the Company, the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, to the fullest extent permitted by applicable law, shall be the federal district courtsresults of the United Statesadvisory vote on the frequency of America.”

In Dutch:

“FEDERAAL FORUMBEDING

Artikel 34

Tenzij anders schriftelijk toegestaan door de Vennootschap, zijn de federale arrondissementsrechtbanken (federal district courts) van de Verenigde Staten van Amerika het enige en exclusieve forum voor een klacht waaronder een rechtsvordering wordt ingesteld uit hoofde van de Amerikaanse Securities Act of 1933, zoals gewijzigd, voor zover toegestaan onder het toepasselijke recht.”

A copy of the above proposal to amend our articles of association is available free of charge at our registered office in the Netherlands at Yalelaan 62, 3584 CM Utrecht, the Netherlands.

PROPOSAL 8 – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL 8

Approval, on an Advisory (Non-Binding) Basis, of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers

In accordance with the Dodd-Frank Act and Rule 14a-21 under the Exchange Act, we request that our shareholders cast a non-binding, advisory vote regarding the frequency with which we should include in future annual proxy statements a shareholder advisory vote to approve the compensation of our named executive officers. By voting on this proposal, shareholders may indicate whether they would prefer that we provide for such a shareholder advisory vote at future annual meetings every one year, every two years or every three years. Shareholders may also abstain from the vote.

After careful consideration, the board of directors determined that providing a shareholder advisory vote to approve the compensation of our named executive officers every ONE YEAR is the most appropriate alternative for us at this time. In formulating its recommendation, the board of directors determined that an annual advisory vote on named executive officer compensation will allow shareholders to provide their direct input on our executive compensation program as disclosed in this and future proxy statements on a more timely and consistent basis than if the vote were held less frequently. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking regular dialogue with our shareholders on corporate governance matters and our executive compensation program. We understand that our shareholders may have different views as to what is the best approach for us, and we look forward to hearing from our shareholders on this proposal.

Our shareholders will have the opportunity to specify one of four choices for this proposal on the proxy card: (1) one year; (2) two years; (3) three years; or (4) abstain. Shareholders are not voting to approve or disapprove the board of directors’ recommendation. Rather, shareholders are being asked to express their preference regarding the frequency of future advisory votes to approve executive compensation. Although this vote is advisory and non-binding, our board of directors will review the voting results and give consideration to the outcome of such voting.

VOTE REQUIRED

The frequency that receives the affirmative vote of the holders of a majority in voting power of the votes cast will be the frequency recommended by shareholders. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by shareholders. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

		The board of association to include U.S. federal forum selection clauseas described above (includingdirectors unanimously recommends a vote of “ONE YEAR” for the authorizationnon-binding frequency of NautaDutilh N.V.to effect such amendment as described above).future advisory votes on the compensation of our named executive officers.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The audit committee has reviewed the Company’s audited financial statements for the financial year ended December 31, 20202021 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The audit committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the audit committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Company’s independent registered public accounting firm also provided the audit committee with a formal written statement required by the applicable requirements of the PCAOB Rule 3526 (Communications with audit committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence. In addition, the audit committee discussed with the independent registered public accounting firm its independence from the Company. The audit committee also considered whether the independent registered public accounting firm’s provision of certain other non-audit related services to the Company is compatible with maintaining such firm’s independence.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, 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 for the financial year ended December 31, 2020.2021.

Gregory D. Perry (Chair)

Anand Mehra, M.D.Maxine Gowen, Ph.D.

Paolo Pucci

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

The following table summarizes the fees of KPMG Accountants N.V., our independent registered public accounting firm, billed to us for each of the last two financial years for audit services and billed to us in each of the last two financial years for other services:

AUDIT FEES

Audit fees for the financial yearyears 2021 and 2020 and 2019 consist of fees billed for the audit of our annual consolidated financial statements for our Dutch statutory annual report, which includes the Company’s annual accounts prepared under Dutch law, the review of the interim consolidated financial statements, and related services that are normally provided in connection with registration statements. Audit fees for the financial year 2019 also included the provision of audit services associated with the Company’s follow-on offering in November 2019. Audit fees for the financial year 2020 also included the provision of audit services associated with the Company’s At-The-Market“at the market” equity offering program in November 2020. Audit fees for the financial year 2021 also included the provision of audit services associated with the Company’s two follow-on offerings in January and November 2021, and preparation for loss of Emerging Growth Company status in 2022.

AUDIT-RELATED FEES

Audit-related fees in 2019 relate to assurance services related to a specific research grant. There were no such fees incurred in 2021 or 2020.

TAX FEES

There were no such fees incurred in 20202021 or 2019.2020.

ALL OTHER FEES

All other fees for 2019 represent cost for access to KPMG Accountants N.V.’s knowledge web portal. There were no such fees incurred in 2021 or 2020.

AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES

Pursuant to the charter of the audit committee, the audit committee pre-approves audit and non-audit services, provided that de minimis non-audit services may instead be approved in accordance with the available exceptions under the rules of the SEC. The audit committee delegated its authority to pre-approve services to the ChairmanChairperson of the audit committee on September 19, 2017, and the ChairmanChairperson must present any such approvals to the full audit committee at the next audit committee meeting.

EXECUTIVE OFFICERS

The following table identifies our current executive officers:

¹ See biography on page 1312 of this proxy statement.

²Alexander (“Lex”) Berthold Hendrik Bakker, Ph.D. has served as our Chief Development Officer since October 2010. His responsibilities include strategic scientific leadership, management of pre-clinical and clinical development and manufacturing, business development support, external collaboration and management. Prior to joining Merus, Mr. Bakker directed pre-clinical and clinical development at Crucell N.V., a biotechnology company. Mr. Bakker holds a Ph.D. in Tumor Immunology from the University of Nijmegen and was a postdoctoral fellow at the DNAX Research Institute.

³Cornelis Adriaan (“John”) de Kruif, Ph.D. has served as our Chief Technology Officer since January 2013 and previously served as our Chief Scientific Officer from April 2007 to January 2013. His responsibilities include management of antibody discovery, antibody platform technology development, antibody engineering, external collaborations, management and operational activities. Before joining Merus, from October 2000 to October 2006, he served as a director of antibody discovery for Crucell N.V., a biotechnology company, specializing in vaccines and biopharmaceutical technology. Mr. de Kruif holds a Ph.D., in Antibody Engineering from Utrecht University.

⁴ Hui Liu, Ph.D. has served as our Chief Business Officer since December 2015 and Head of Merus U.S. since October 2018. His responsibilities include business development, alliance management, product strategy, finance and Merus operations in the U.S. Prior to joining Merus, Dr. Liu served as Vice President and Global Head, Business Development & Licensing, Oncology, from 2013 to 2015, and as Vice President and Global Head, Business Development & Licensing, Vaccines & Diagnostics, from 2009 to 2012, at Novartis AG. Prior to Novartis, Dr. Liu held positions of increasing responsibilities in business development at Pfizer, Inc. from 2004 to 2009 and in the R&D organization at Pfizer and its predecessor company Warner-Lambert from 1997 to 2001. From 2001 to 2004, Dr. Liu was an investment banker at Goldman Sachs and Citigroup. Dr. Liu currently serves on the board of directors of RallyBio Corporation. Dr. Liu holds a Ph.D. in molecular biology and an M.B.A. in finance from the University of Michigan and a B.S. in biology from Peking University.

⁵³ Peter B. Silverman, J.D. has served the Company since 2014, first as outside counsel, Head of Utrecht since April 2020, General Counsel since February 2018 and our Chief Intellectual Property Officer and Head of US Legal since February 2017. His responsibilities include all aspectsmanagement of the Company’s legal and intellectual property, information technology, facilities and human resource matters, and he provides significant contributions to the Company’s management and operations of the headquarterheadquarters in Utrecht. Prior to joining Merus, Mr. Silverman was a Partner at Kirkland & Ellis LLP, where he represented numerous life sciences companies concerning an array of legal matters and technologies. Mr. Silverman was an associate at Kaye Scholer LLP (now Arnold & Porter Kaye Scholer LLP), and prior to that Mr. Silverman also served as judicial law clerk to U.S. District Court Judge Anne E. Thompson of the District of

CORPORATE GOVERNANCE

GENERAL

Our board of directors has adopted, among other policies, board rules, an Insider Trading Compliance Policy, a Code of Business Conduct and Ethics, an Anti-Corruption Policy and charters for our nomination and corporate governance committee, audit committee, and compensation committee to assist the board of directors in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters and our board rules in the “Corporate Governance” section, under “Governance Documents” of the “Investors & Media” page of our website located at www.merus.nl.

BOARD COMPOSITION

Our board of directors currently consists of seveneight members: Sven (Bill) Ante Lundberg, M.D., Maxine Gowen, Ph.D., Mark Iwicki, Len Kanavy, Anand Mehra, M.D., Gregory D. Perry, Paolo Pucci and Victor Sandor, M.D.C.M. On March 17, 2021,23, 2022, our board of directors nominated Dr. GowenMr. Kanavy for appointmentre-appointment at the Annual General Meeting as non-executive director for a term ending immediately after the annual general meeting of shareholders to be held in 2025. If Dr. Gowen is appointed at the Annual General Meeting, the board of directors will consist of eight directors, with seven non-executive directors and one executive director. Due to the changes in the composition of our board of directors, the composition of the committees of our board of directors will be revised following the Annual General Meeting.2026. Each board member is appointed for an initial term of up to four years. A non-executive director may be re-appointed for one subsequent term of up to four years followed by up to two subsequent terms of up to two years. An executive director may serve for an unlimited number of terms of up to four years. Our articles of association provide that the number of executive and non-executive directors may only be determined by our board of directors. Our directors are appointed on the basis of a binding nomination prepared by our board of directors. Our general meeting of shareholders may overrule the binding nomination by a resolution passed by a two-thirds majority of votes cast, provided such majority represents more than half of our issued share capital, in which case our board of directors shall be allowed to make a new binding nomination. Our directors may be dismissed only by a resolution at a general meeting of shareholders. Dismissal of a director by our general meeting of shareholders requires a two-thirds majority of votes cast, provided such majority represents more than half of our issued share capital, unless the dismissal is proposed by the board of directors, in which latter case a simple majority of votes cast will suffice to pass the resolution.

DIRECTOR INDEPENDENCE

All of our directors, and director nominee, other than Sven (Bill) Ante Lundberg, M.D., qualify as “independent” in accordance with Nasdaq listing requirements. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Dr. Lundberg is not independent because he is the President, Chief Executive Officer and Principal Financial Officer of our Company.

CORPORATE GOVERNANCE

board of directors and filling vacancies on the board of directors, the nomination and corporate governance committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The nomination and corporate governance committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our shareholders. Once potential candidates are identified, the nomination and corporate governance committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the nomination and corporate governance committee for candidates for appointment as a director. Maxine Gowen, Ph.D., a nominee for appointment to our board of directors, was identified as a potential candidate to serve on our board of directors by several non-executive directors and our Chairman and was recommended by our Chairman.

In evaluating the suitability of individual candidates (both new candidates and current board members), the nomination and corporate governance committee, in recommending candidates for appointment, and the board of directors, in approving (and, in the case of vacancies, appointing), may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; experience relevant to our industry; experience as a board member or executive officer of another publicly held company; experience relevant to an international company; relevant academic expertise or other proficiency in an area of our operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, ethnicity, and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The board of directors evaluates each individual in the context of the board as a whole, with the objective of assembling a group that can best perpetuate the long-term success and sustainability of the business and further the interests of our stakeholders, including shareholders, through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-appointment, the nomination and corporate governance committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the board of directors.

Shareholders may recommend individuals to our nomination and corporate governance committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to our nomination and corporate governance committee, c/o Company Secretary, Merus N.V., Yalelaan 62, 3584 CM Utrecht, the Netherlands. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

COMMUNICATIONS FROM SHAREHOLDERS

The board of directors will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. Our Company Secretary and General Counsel are primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the directors as they consider appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Company Secretary or General Counsel and ChairmanChairperson of the Board consider

CORPORATE GOVERNANCE

address such communications to the board of directors in writing: c/o Company Secretary, Merus N.V., Yalelaan 62, 3584 CM Utrecht, the Netherlands.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Our board is comprised of individuals with extensive experience withwithin the biotechnology and pharmaceutical industries. Our board rules provide that the ChairmanChairperson and the Vice ChairmanChairperson of the Board must be a non-executive director. Our executive director is charged primarily with the Company’s day-to-day business and operations and the implementation of the Company’s strategy. Our non-executive directors are charged primarily with the supervision of the performance of the duties of our board of directors. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Risk assessment and oversight are an integral part of our governance and management processes.

Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including with respect to business continuity risks such as risks relating to the COVID-19 pandemic, and our audit committee is charged with overseeing the responsibilities of our board of directors with respect to the application of information and communication technology by the Company, including risks relating to cybersecurity. Throughout 2020,2021, the board of directors met on five occasions wherein they reviewed the corporate strategy and impact of COVID-19, enterprise risk management, evaluated impact on operations and supervised the Company enacting risk mitigation planning, business continuity planning, emergency succession planning, and additional measures related to protecting the health and safety of employees in response to COVD-19. The audit committee has also reviewed the impact of COVID-19 on a quarterly basis reviewing the Company’s COVID-19 response, risk impact and disclosures relating thereto. The audit committee also periodically reviews our policies and procedures for reviewing and approving or ratifying “related person transactions” (defined as transactions required to be disclosed pursuant to Item 404 of Regulation S-K), including our related person transaction policy, and recommends any changes to our board of directors, and in accordance with our related person transaction policy and the Nasdaq rules, our audit committee conducts appropriate review and oversight of all related person transactions for potential conflict of interest situations on an ongoing basis. Our compensation committee is charged with submitting clear and understandable proposals to our board of directors concerning changes to our compensation policies. The board of directors does not believe that its role in the oversight of our risks adversely affects the board of directors’ leadership.

ANNUAL BOARD EVALUATION

Our board rules require an annual assessment of the board of directors and its committees and the nomination and corporate governance committee charter requires the nomination and corporate governance committee to oversee such annual assessment.

CORPORATE GOVERNANCE

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and others temporarily assigned to perform work or services for us. We have posted a current copy of the Code of Business Conduct and Ethics on our website, www.merus.nl. Our board of directors is responsible for administering the Code of Business Conduct and Ethics. The board of directors is allowed to amend, alter or terminate the Code of Business Conduct and Ethics. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

ANTI-HEDGING POLICY

Our board of directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such zero-cost collars and forward sale contracts, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other shareholders.

ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS

There were eightfive meetings of the board of directors during the financial year ended December 31, 2020.2021. During the financial year ended December 31, 2020,2021, each director attended at least 75% of the aggregate of all meetings of the board of directors and meetings of the committees on which the director served during the period in which he served as a director.

Currently, we do not maintain a formal policy regarding director attendance at the Annual General Meeting; however, due to the location of our Annual General Meetings in the Netherlands, the residence of some of our directors in the United States and the fact that regular board meetings do not take place at or around the time of the annual general meetings of shareholders, we do not require directors to attend annual general meetings of shareholders. OneTwo of our then-serving directors and our then director nominee attended our 20202021 Annual General Meeting held on June 30, 2020.May 28, 2021.

COMMITTEES OF THE BOARD

Our board of directors has established an audit committee, compensation committee, and nomination and corporate governance committee—each of which operates under a written charter that has been approved by our board and that are available in the Investors & Media section of our website at www.merus.nl. All of the members of each of these committees are independent as defined under the Nasdaq rules. Our board of directors has determined that Gregory D. Perry, Anand Mehra, M.D.,Maxine Gowen, Ph.D. and Paolo Pucci meet the independence requirements of Rule 10A-3 under Exchange Act for participation on the audit committee. All members of the compensation committee meet the heightened standard for independence specific to members of a compensation committee under the Nasdaq rules and each qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. All members of the nomination and corporate governance committee are independent under the Nasdaq rules.

The members of each of the audit, compensation, nomination and corporate governance committees and the committee Chairs are set forth in the following chart.

AUDIT COMMITTEE

Our audit committee’s responsibilities include:

COMMITTEES OF THE BOARD

COMMITTEES OF THE BOARD

The members of the audit committee are Mr.Gregory D. Perry, Dr. MehraMaxine Gowen, Ph.D. and Mr.Paolo Pucci. Mr. Perry serves as the Chairperson of the committee. The members of our audit committee meet the requirements for financial literacy under the applicable rules of the SEC and Nasdaq. Our board of directors has determined that each of Mr. Perry and Mr. Pucci are bothis an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K. Effective as of the conclusion of the Annual General Meeting and contingent upon Dr. Gowen’s election, the board of directors has appointed Dr. Gowen and re-appointed Mr. Perry and Mr. Pucci as members of our audit committee, with Mr. Perry continuing as the Chairperson of the audit committee.

The audit committee meets as often as one or more members of the audit committee deem necessary, but in any event, meets at least four times per year. The audit committee meets at least once per year with our independent accountant, without our management being present. The audit committee met four times in 2020.2021.

COMPENSATION COMMITTEE

Our compensation committee is responsible for assisting the board of directors in the discharge of its responsibilities relating to the compensation of our senior management, including our executive officers. In fulfilling its purpose, our compensation committee has the following principal duties:

The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities, including being directly responsible for the appointment, oversight and compensation of such consultant, counsel or advisor and the ability to cause us,

COMMITTEES OF THE BOARD

approved by the compensation committee, provided, however, that in retaining or obtaining the advice of such consultant, counsel or advisor, other than in-house legal counsel, the compensation committee shall take into consideration the factors affecting independence required by applicable SEC rules and Nasdaq rules. The compensation committee also has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of us to meet with the compensation committee or any advisors engaged by the compensation committee. During 2020,2021, the compensation committee engaged Radford, which is partAon’s Human Capital Solutions practice, a division of the Rewards solutions practice at Aon plc (formerly known as Radford) and Latham & Watkins LLP. The compensation committee reviewed compensation assessments provided by RadfordAon comparing our compensation to that of a group of peer companies within our industry and met with RadfordAon to discuss compensation of our executive officers and management team and to receive input and advice. The compensation committee reviewed legal matters related to the form of compensation of our executive officers, management team members and the employment contracts associated with these officers, employees, and our past and current executive directors, receiving their input and advice. The compensation committee has considered the independence of their advisors, and found them to be so according to the adviser independence factors required under SEC rules as they relate to (i) additional services, (ii) total fees as a percentage of total revenue, (iii) conflict of interest policies, (iv) business or personal relationships with members of the compensation committee, (v) stock ownership by compensation advisors, and (vi) business or personal relationships with executives of the company.

The members of our compensation committee are Mr.Mark Iwicki, Mr.Len Kanavy, Mr.Gregory D. Perry and Mr.Paolo Pucci. Mr. Iwicki serves as the Chairperson of the compensation committee.

The compensation committee met five times during 2020.2021.

NOMINATION AND CORPORATE GOVERNANCE COMMITTEE

Our nomination and corporate governance committee’s responsibilities include:

COMMITTEES OF THE BOARD

The members of our nomination and corporate governance committee are Dr.Anand Mehra, Mr.M.D., Mark Iwicki and Mr.Len Kanavy. Dr. Mehra serves as the Chairperson of the nomination and corporate governance committee.

The members of the nomination and corporate governance committee met twothree times during 2020.2021.

EXECUTIVE AND DIRECTOR COMPENSATION

EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2020“2021 Summary Compensation Table” below. In 2020,2021, our “named executive officers” and their positions were as follows:

20202021 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 20202021 and 2019.2020.