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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/24 Merck & Co., Inc. 10-K/A 12/31/23 14:388K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 145K 2: EX-31.3 Certification -- §302 - SOA'02 HTML 7K 3: EX-31.4 Certification -- §302 - SOA'02 HTML 7K 9: R1 Cover HTML 88K 11: XML IDEA XML File -- Filing Summary XML 13K 14: XML XBRL Instance -- d807955d10ka_htm XML 34K 10: EXCEL IDEA Workbook of Financial Report Info XLSX 11K 5: EX-101.CAL XBRL Calculations -- mrk-20231231_cal XML 7K 6: EX-101.DEF XBRL Definitions -- mrk-20231231_def XML 57K 7: EX-101.LAB XBRL Labels -- mrk-20231231_lab XML 75K 8: EX-101.PRE XBRL Presentations -- mrk-20231231_pre XML 58K 4: EX-101.SCH XBRL Schema -- mrk-20231231 XSD 19K 12: JSON XBRL Instance as JSON Data -- MetaLinks 20± 28K 13: ZIP XBRL Zipped Folder -- 0001193125-24-093194-xbrl Zip 34K
10-K/A |
i ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended i i December 31, i 2023 /
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i ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
i New Jersey |
i 22-1918501 | |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered | ||
i Common Stock ($0.50 par value) |
i MRK |
i New York Stock Exchange | ||
i 0.500% Notes due 2024 |
i MRK 24 |
i New York Stock Exchange | ||
i 1.875% Notes due 2026 |
i MRK/26 |
i New York Stock Exchange | ||
i 2.500% Notes due 2034 |
i MRK/34 |
i New York Stock Exchange | ||
i 1.375% Notes due 2036 |
i MRK 36A |
i New York Stock Exchange |
i Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☐ | Smaller reporting company | i ☐ | |||
Emerging growth company | i ☐ |
Document |
Part of Form 10-K | |
i Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this report |
Part III |
• | amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to correct the date of the Annual Meeting of Shareholders; |
• | correct the date of the Annual Meeting of Shareholders on the cover of the filing; and |
• | file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Page | ||||||
Part III | ||||||
Item 10. | 1 | |||||
Item 11. | 1 | |||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
2 | ||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
2 | ||||
Item 14. | 2 | |||||
Part IV | ||||||
Item 15. | 3 | |||||
9 |
PART III
Item 10. | Directors, Executive Officers and Corporate Governance. |
The required information on directors and nominees is incorporated by reference from the discussion under Proposal 1. Election of Directors of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024. Information on executive officers is set forth in Part I of the Original Form 10-K on page 41.
The required information on compliance with Section 16(a) of the Securities Exchange Act of 1934, if applicable, is incorporated by reference from the discussion under the heading “Stock Ownership Information” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
The Company has a Code of Conduct — Our Values and Standards applicable to all employees, including the principal executive officer, principal financial officer, principal accounting officer and Controller. The Code of Conduct is available on the Company’s website at www.merck.com/company-overview/culture-and-values/code-of- conduct/values-and-standards/. The Company intends to disclose future amendments to certain provisions of the Code of Conduct, and waivers of the Code of Conduct granted to executive officers and directors, if any, on the website within four business days following the date of any amendment or waiver. Every Merck employee is responsible for adhering to business practices that are in accordance with the law and with ethical principles that reflect the highest standards of corporate and individual behavior.
The required information on the identification of the audit committee and the audit committee financial expert is incorporated by reference from the discussion under the heading “Board Meetings and Committees” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
Item 11. | Executive Compensation. |
The information required on executive compensation is incorporated by reference from the discussion under the headings “Compensation Discussion and Analysis,” “Summary Compensation Table,” “All Other Compensation” table, “CEO Pay Ratio,” “Pay vs. Performance” table, “Grants of Plan-Based Awards” table, “Outstanding Equity Awards” table, “Option Exercises and Stock Vested” table, “Pension Benefits” table, “Nonqualified Deferred Compensation” table, and “Potential Payments Upon Termination or a Change in Control”, including the discussion under the subheadings “Separation” and “Change in Control,” as well as all footnote information to the various tables, of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
The required information on director compensation is incorporated by reference from the discussion under the heading “Director Compensation” and related “2023 Schedule of Director Fees” table and “2023 Director Compensation” table of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
The required information under the headings “Compensation and Management Development Committee Interlocks and Insider Participation” and “Compensation and Management Development Committee Report” is incorporated by reference from the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Information with respect to security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading “Stock Ownership Information” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
Equity Compensation Plan Information
The following table summarizes information about the options, warrants and rights and other equity compensation under the Company’s equity compensation plans as of the close of business on December 31, 2023. The table does not include information about tax qualified plans such as the Merck U.S. Savings Plan.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
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Equity compensation plans approved by security holders(1) |
13,526,932 | (2) | $ | 77.54 | 81,123,362 | |||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
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Total |
13,526,932 | $ | 77.54 | 81,123,362 |
(1) | Includes options to purchase shares of Company Common Stock and other rights under the following shareholder-approved plans: the Merck & Co., Inc. 2010 and 2019 Incentive Stock Plans, and the Merck & Co., Inc. 2010 Non-Employee Directors Stock Option Plan. |
(2) | Excludes approximately 12,541,646 shares of restricted stock units and 1,966,333 performance share units (assuming maximum payouts) under the Merck Sharp & Dohme 2010 and 2019 Incentive Stock Plans. Also excludes 157,619 shares of phantom stock deferred under the MSD Employee Deferral Program and 503,549 shares of phantom stock deferred under the Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
The required information on transactions with related persons is incorporated by reference from the discussion under the heading “Related Person Transactions” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
The required information on director independence is incorporated by reference from the discussion under the heading “Independence of Directors” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
Item 14. | Principal Accountant Fees and Services. |
The information required for this item is incorporated by reference from the discussion under Proposal 4. Ratification of Appointment of Independent Registered Public Accounting Firm for 2024 beginning with the caption “Pre-Approval Policy for Services of Independent Registered Public Accounting Firm” through “Fees for Services Provided by the Independent Registered Public Accounting Firm” of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2024.
2
PART IV
Item 15. | Exhibits and Financial Statement Schedules. |
(a) | The following documents are filed as part of this Form 10-K/A |
3. | Exhibits |
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Exhibit 101: | ||||
101.INS | — | XBRL Instance Document—The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | ||
101.SCH | — | XBRL Taxonomy Extension Schema Document. | ||
101.CAL | — | XBRL Taxonomy Extension Calculation Linkbase Document. | ||
101.DEF | — | XBRL Taxonomy Extension Definition Linkbase Document. | ||
101.LAB | — | XBRL Taxonomy Extension Label Linkbase Document. | ||
101.PRE | — | XBRL Taxonomy Extension Presentation Linkbase Document. | ||
104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Management contract or compensatory plan or arrangement. |
† | Certain portions of the exhibit have been omitted pursuant to a request for confidential treatment. The non-public information has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
Long-term debt instruments under which the total amount of securities authorized does not exceed 10% of Merck & Co., Inc.’s total consolidated assets are not filed as exhibits to this report. Merck & Co., Inc. will furnish a copy of these agreements to the Securities and Exchange Commission on request.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 11, 2024
MERCK & CO., INC. | ||||
By: | ROBERT M. DAVIS | |||
(Chairman, Chief Executive Officer and President) | ||||
By: | /s/ JENNIFER ZACHARY | |||
Jennifer Zachary | ||||
(Attorney-in-Fact) |
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This ‘10-K/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/28/24 | DEF 14A | |||
5/18/24 | ||||
Filed on: | 4/11/24 | ARS, DEF 14A, DEFA14A | ||
2/26/24 | 10-K | |||
1/31/24 | ||||
For Period end: | 12/31/23 | 10-K, ARS | ||
6/30/23 | 10-Q, 4 | |||
List all Filings |