2021 Merck Proxy Statement

2021 Notice of Annual Meeting and Proxy Statement INVENTING FOR LIFE Merck & Co., Inc. 2000 Galloping Hill Road Kenilworth, NJ 07033 U.S.A. Creating Long-Term Value for Patients and Shareholders Making Progress on Our Strategic Priorities Advancing the Pipeline for Scientific Breakthroughs1 Oncology: Vaccines: Hospital, Specialty and Other: • As monotherapy and in combination, • V114, our pneumococcal conjugate • Islatravir, our novel HIV asset, KEYTRUDA received 7 new approvals vaccine candidate, accepted for priority advanced to Phase 3 in PrEP and in the U.S., 1 in the EU, 2 in China and review by the FDA for use in adults advanced to Phase 2, in combination 2 in Japan • GARDASIL9, our 9-valent HPV with MK-8507, for treatment • Lynparza2 received 2 approvals in the vaccine, received approval in Japan • Advanced molnupiravir, our COVID-19 U.S., 3 in the EU, and 3 in Japan where it is marketed as SILGARD9 antiviral candidate, into Phase 2/3 trials • Belzutifan (HIF-2α) granted • GARDASIL9 received accelerated • VERQUVO® (vericiguat), our medicine breakthrough designation for the approval for the prevention of certain for certain patients with chronic heart treatment of certain patients with von HPV-related head and neck cancers in failure, approved in the U.S. Hippel-Lindau disease-associated the U.S. • RECARBRIO approved in U.S. for Renal Cell Carcinoma in the U.S. • ERVEBO, our Ebola virus vaccine, HABP/VABP • Advanced and presented data for received approval in the Democratic • MK-7264, our investigational orally vibostolimab (TIGIT), belzutifan Republic of Congo, Burundi, Ghana administered P2X3 Receptor α (HIF-2 ) quavonlimab (CTLA4), and Zambia Antagonist (Gefapixant), accepted by MK-5890 (CD27) and ILT4 (MK-4830) • V181, our dengue vaccine candidate, FDA for a New Drug Application • Presented Phase 3 data from KN-581, received Fast Track Designation in Review for Chronic Cough 3 studying KEYTRUDA + Lenvima in the U.S. Animal Health: RCC • Received 17 new product approvals and completed 4 key business development transactions in 2020 Unlocking the Commercial Balanced Approach to Focusing on Strategic Potential of Our Portfolio4 Capital Allocation Business Development (BD) to Fuel Innovation +2% total sales growth in 2020 (4% Capital allocation strategy allows Merck’s focus on differentiated excluding exchange) despite negative Merck to invest in our business and science has resulted in a strong track estimated pandemic impact of ~$2.5B create value for shareholders. Our record of bolt-on transactions and Sales highlights across our key growth priorities include: strategic collaborations pillars include: • Research & Development In 2020, Merck spent ~$10.6B on BD • KEYTRUDA sales of $14.4B, +30% • Capital Investments transactions, including the acquisition • Lynparza2 sales of $725M, +62% • Dividend of ArQule and VelosBio, as well as • Lenvima3 sales of $580M, +43% • Business Development strategic oncology collaborations with • GARDASIL franchise sales of $3.9B, +6% • Share Repurchase Seagen • BRIDION sales of $1.2B, +7% >$20B committed to capital ~120 transactions completed in 2020, • Animal Health sales of $4.7B, +10% investments between 2020 and 2024 spanning acquisitions, licensing and Planned spinoff of Organon to deliver technology deals, as well as clinical benefits for both Merck and Organon collaborations and create value for Merck shareholders 1. As of 1Q2021 2. In collaboration with AstraZeneca 3. In collaboration with Eisai 4. Growth rates exclude the impact of foreign exchange 1 Notice of Annual Meeting of Shareholders To Merck Shareholders: Due to the ongoing public health impact of the COVID-19 pandemic, You are invited to the Annual Meeting of the Annual Meeting will be held in a solely virtual format. If the state Shareholders of Merck & Co., Inc. on of emergency in New Jersey relating to the COVID-19 pandemic is lifted prior to the date of our Annual Meeting, however, we may Tuesday, May 25, 2021, at 9:00 a.m. change the format of the Annual Meeting to hold it in person or as a (Eastern Time) via Webcast at hybrid meeting. If we take this step, we will announce the decision to do so in advance in a press release available at merck.com. www.virtualshareholdermeeting.com/MRK2021. The purposes of the meeting are to: Vote Right Away—Advance voting methods and deadlines • Elect the 13 Director nominees named in the We encourage all shareholders of record to read this proxy statement with care proxy statement; and vote right away using any of the following methods, even if they intend to • Consider and act upon a proposal to approve, by attend the Annual Meeting. In all cases, have your proxy card or voting instruction form in hand and follow the instructions. non-binding advisory vote, the compensation of our Named Executive Officers; BY INTERNET* www.proxyvote.com • Consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as BY PHONE* In the U.S. or Canada dial toll-free the Company’s independent registered public 1-800-690-6903 accounting firm for 2021; • Consider and act upon a shareholder proposal BY QR CODE Scan this QR code to vote with your concerning a shareholder right to act by written mobile device (may require free app) consent, if properly presented at the meeting; BY MAIL** Cast your ballot, sign your proxy card • Consider and act upon a shareholder proposal and send in our prepaid envelope regarding access to COVID-19 products, if properly presented at the meeting; and Only shareholders listed on the Company’s records at the close of business on • Transact such other business as may properly March 26, 2021 are entitled to vote. come before the meeting. Merck began distributing its Notice of Internet Availability of Proxy Materials, proxy statement, the 2020 Annual Report on Form 10-K and proxy card/voting instruction form, as applicable, to shareholders and to employee benefit and stock By order of the Board of Directors, purchase plan participants on April 5, 2021. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 25, 2021: Jennifer Zachary The Notice of Annual Meeting of Shareholders, proxy statement and the 2020 Annual Report on Form 10-K are available free of charge at www.proxyvote.com. Executive Vice President, General The principal executive offices of the Company are located at 2000 Galloping Hill Counsel and Corporate Secretary Road, K1-4157, Kenilworth, New Jersey 07033 U.S.A. * The telephone and internet voting facilities will close at 11:59 p.m. Eastern Time on May 24, 2021. ** You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by telephone or over the internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee. Merck & Co., Inc. 2021 Proxy Statement 2 Dear Merck Shareholders, It is my pleasure to invite you to the 2021 Annual Meeting of Shareholders of Merck & Co., Inc. (“Merck,” known as “MSD” outside the United States and Canada). The foregoing Notice of Annual Meeting of Shareholders and accompanying proxy statement will serve as your guide to the business to be conducted and provide details regarding the meeting. For 130 years, Merck has been guided by one clear and compelling purpose: saving and improving lives. The SARS-CoV-2 pandemic has reinforced the value of our sustained investments in research and development and in our resolute commitment to innovation. We have focused on three overarching priorities during the coronavirus pandemic: supporting the safety and wellbeing of our employees and their The strength and resilience families, sustaining the supply of our medicines and vaccines to our that our business, our patients and customers, and mobilizing our scientific expertise and experience to contribute to the global response to the pandemic. In people, and our patients addition, we have invested in communities hardest hit by the pandemic, have shown this past year streamlined our patient assistance programs, and encouraged our clinically trained employees to volunteer in healthcare settings that faced staff reinforces our belief that our shortages. We also continue to work closely with governments, public research-focused strategy health agencies, and other stakeholders around the world as they struggle to combat the pandemic, provide services to patients, and restore their remains vitally important. I economies. Throughout this entire period, our people across the Company am proud of the have sustained their focus on these priorities and demonstrated accomplishments we have unprecedented commitment to our mission and resilience in achieving it. We are developing two therapeutic candidates for the treatment of made to realize a better SARS-CoV-2 infection. Molnupiravir (MK-4482) is a novel investigational future for generations to oral antiviral agent being developed in collaboration with Ridgeback come. We will continue to Biotherapeutics and is currently under evaluation in Phase 2/3 clinical trials in both the hospital and outpatient settings. Through our acquisition of use our strong financial OncoImmune, we obtained MK-7110, an investigational treatment for position to invest in our patients hospitalized with COVID-19. pipeline and capitalize on More recently, we announced historic agreements with BARDA and Johnson & Johnson (J&J) to support efforts to expand manufacturing both internal and external capacity and supply of much-needed SARS-CoV-2/COVID-19 medicines opportunities, by making and vaccines. Through our collaboration with J&J, we will utilize some of our manufacturing capacity to accelerate production of the J&J COVID-19 the right strategic decisions vaccine so that more people around the world can have access to vaccines to create long-term value for authorized for use in the fight against this pandemic.

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