Merck & Co (MRK) Proxy filing summary

Executive summary

• Achieved meaningful progress in 2025, launching new products, advancing clinical programs, and expanding the pipeline through strategic business development.

• Projected over $70 billion in commercial opportunity by the mid-2030s from late-stage pipeline assets, with 80 ongoing Phase 3 studies and over 20 potential new growth drivers.

• Revenue increased in 2025, driven by growth in Oncology, Cardiometabolic & Respiratory, Diabetes, and Animal Health, offset by declines in Vaccines, Immunology, and Virology.

• Committed to investing over $70 billion in domestic manufacturing and R&D over the next several years.

• Organized Human Health business into Oncology and Specialty, Pharma & Infectious Diseases units to support long-term leadership and portfolio growth.

Voting matters and shareholder proposals

• Election of 13 director nominees.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Three shareholder proposals: report on DEI risks in federal contracting, report on healthcare coverage gaps, and report on political contributions; Board recommends voting against all three.

Board of directors and corporate governance

• Board comprises 13 nominees with diverse expertise in leadership, finance, science, healthcare, and global operations.

• Twelve of thirteen nominees are independent; all standing committees are fully independent.

• Annual board and committee self-evaluations, with focus areas including digital strategy, pipeline, and cybersecurity.

• Board succession planning emphasizes a mix of tenure, skills, and perspectives; directors may not be nominated after age 75.

• Shareholder engagement is robust, with formal outreach to top 50 shareholders and regular feedback integration.