Merck & Company Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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November 22, 2024 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Incorporated by reference is a press release issued by Merck & Co., Inc. (the “Company”) on November 22, 2024, attached as Exhibit 99.1, announcing the election of Surendralal L. “Lal” Karsanbhai to the Company’s Board of Directors (the “Board”), effective January 1, 2025. The Board appointed Mr. Karsanbhai as a member of both the Audit and Governance Committees of the Board.
For his service on the Board, Mr. Karsanbhai will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2024.
Mr. Karsanbhai has no arrangements or understandings with any other person pursuant to which he was elected to the Board, nor does he have a relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission in connection with his appointment as a director of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 19, 2024, the Board approved and adopted amended and restated by-laws of the Company (as so amended and restated, the “By-Laws”), effective as of such date. The amendments to the By-Laws revise and update the indemnification provisions applicable to the Company’s directors, officers, employees and agents. In addition, certain other non-substantive and conforming revisions were made to the By-Laws.
The foregoing description of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit 3.1 | By-Laws of Merck & Co., Inc., as amended and restated on November 19, 2024. | |
| Exhibit 99.1 | Press release issued November 22, 2024. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Merck & Co., Inc. | ||
| Date: November 22, 2024 | By: | /s/ Kelly E. W. Grez |
| Kelly E. W. Grez | ||
| Corporate Secretary | ||