What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-24 · 48 added, 36 removed, 218 unchanged (28% of the section changed)

30 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls

Table of C o ntent s

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

1 unchanged sentence

Davis Caroline Litchfield

Chairman, President and Chief Executive Officer Executive Vice President and Chief Financial Officer

Chairman, Chief Executive Officer and President

Executive Vice President and Chief Financial Officer

Other Information.

Insider Trading Arrangements

During the three months ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Table of C o ntent s

Directors, Executive Officers and Corporate Governance.

4 unchanged sentences

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 merck.com/company-overview/culture-and-values/code-of-conduct/values-and-standards.

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.

6 unchanged sentences

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 18, 2024.

Table of C o ntent s

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

34 unchanged sentences

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 18, 2024.

Table of C o ntent s

Exhibits and Financial Statement Schedules.

2 unchanged sentences

Consolidated statement of income for the years ended December 31, 2023, 2022 and 2021

Consolidated statement of comprehensive income for the years ended December 31, 2022, 2021 and 2020

Consolidated statement of comprehensive (loss) income for the years ended December 31, 2023, 2022 and 2021

Consolidated balance sheet as of December 31, 2023 and 2022

6 unchanged sentences

Financial statements of affiliates carried on the equity basis have been omitted because, considered individually or in the aggregate, such affiliates do not constitute a significant subsidiary.

Table of C o ntent s

3.1 — Restated Certificate of Incorporation of Merck & Co., Inc.

18 unchanged sentences

4.12 — Description of the Registrant’s 0.500% Notes due 2024 and 1.375% Notes due 2036 - Incorporated by reference to Exhibit 4.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2020 filed February 25, 2021 (No.

Table of C o ntent s

*10.1 — Merck & Co., Inc.

11 unchanged sentences

*10.7 — Form of stock option terms for 2017 annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan - Filed herewith

2010 Incentive Stock Plan - Incorporated by reference to Exhibit 10.7 to Merck & Co., Inc .

’ s Form 10- K Annual Report for the fiscal year ended December 31, 2022 filed February 24, 2023 (No.

*10.8 — Form of stock option terms for 2019 annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan - Filed herewith

2010 Incentive Stock Plan - Incorporated by re ference to Exhibit 10.8 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 202 2 filed February 2 4, 2 023 (No.

*10.9 — Form of stock option terms for 2018 quarterly and annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan — Incorporated by referen c e to Exhibit 10.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2017 filed February 27, 2018 (No.

2010 Incentive Stock Plan — Incorporated by referenc e to Exhibit 10.12 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2017 filed February 27, 2018 (No.

*10.10 — Form of stock option terms for 2016 quarterly and annual non-qualified option grants under the Merck & Co., Inc.

2010 Incentive Stock Plan — Incorporated by reference to Exhibit 10.19 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2016 filed February 28, 2017 (No.

Table of C o ntent s

*10.11 — Merck & Co., Inc.

4 unchanged sentences

*10.13 — Merck & Co., Inc.

Separation Benefits Plan (amended and restated as of January 1, 2019) as further amended by Amendments 2019-1 (as of December 19, 2019), 2020-1 (as of February 25, 2020), 2020-2 (as of December 10, 2020), 2021-1 (as of March 31, 2021), 2021-2 (as of December 16, 2021), 2022-1 (as of December 14, 2022) and 2022-2 (as of December 13, 2021) - Filed herewith

’ s Form 10-K Annual Report for the fiscal year ended December 31, 202 2 filed Fe bruary 24, 2023 (No.

*10.14 — Retirement Plan for the Directors of Merck & Co., Inc.

1 unchanged sentence

*10.15 — Merck & Co., Inc.

Plan for Deferred Payment of Directors’ Compensation (Amended and Restated effective as of January 1, 2022) - Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No.

10.16 — Distribution agreement between Schering-Plough and Centocor, Inc., dated April 3, 1998 — Incorporated by reference to Exhibit 10(u) to Schering-Plough’s Amended 10-K for the year ended December 31, 2003 filed May 3, 2004 (No.

10.17 — Amendment Agreement to the Distribution Agreement between Centocor, Inc., CAN Development, LLC, and Schering-Plough (Ireland) Company — Incorporated by reference to Exhibit 10.1 to Schering-Plough’s Current Report on Form 8-K filed December 21, 2007 (No.

Plan for Deferred Payment of Directors’ Compensation (Amended and Restated effective as of January 1, 2022) - Incorporated by reference to Exhibit 10.17 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No.

— Offer Letter between Merck & Co., Inc.

7 unchanged sentences

— Form of restricted stock unit terms for 2022 annual grants under the Merck & Co., Inc.

2019 Incentive Stock Plan - Incorporated by reference to Exhibit 10.25 to Merck & Co., Inc.

’ s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No.

*10.23 — 2019 terms for CEO annual non-qualified option grant under the Merck & Co., Inc.

2010 Incentive Stock Plan - Filed herewith

*10.24 — Form of restricted stock unit terms for 2019 annual grants under the Merck & Co., Inc.

2010 Incentive Stock Plan - Filed herewith

2019 Incentive Stock Plan - Incorporated by reference to Exhibit 10.25 to Merck & Co., Inc.’s Form 10-K Annual Report for the fiscal year ended December 31, 2021 filed February 25, 2022 (No.

— Form of stock option terms for 2020 annual non-qualified option grants under the Merck & Co., Inc.