10-K/APeriod: FY2023

Merck & Co., Inc. Annual Report (Amendment), Year Ended Dec 31, 2023

Filed April 11, 2024For Securities:MRK

Summary

This filing is an amendment (10-K/A) to Merck & Co., Inc.'s annual report for the period ending December 30, 2023, filed on April 10, 2024. As this is a Part III and Part IV filing, it primarily incorporates by reference information from Merck's Proxy Statement for the May 28, 2024, Annual Shareholder Meeting and previously filed 10-K reports. Key information regarding directors, executive officers, corporate governance, and executive compensation is detailed within the referenced proxy statement, emphasizing adherence to a Code of Conduct and ethical business practices. Furthermore, the filing includes details on equity compensation plans, outlining the number of securities available for issuance and outstanding options as of December 31, 2023. It also lists various exhibits, including incorporation by reference of key corporate documents, indentures, and executive compensation plans, along with the necessary certifications from the CEO and CFO. Investors should refer to the referenced Proxy Statement for comprehensive details on governance and compensation practices.

Financial Statements
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Key Highlights

  • 1The filing is an amendment (10-K/A) to the 2023 annual report, primarily incorporating information by reference from the company's Proxy Statement.
  • 2Details on directors, executive officers, and corporate governance are cross-referenced to the Proxy Statement for the May 28, 2024, Annual Shareholder Meeting.
  • 3Executive compensation information, including various tables and potential termination/change-in-control payments, is also incorporated by reference from the Proxy Statement.
  • 4Merck maintains a Code of Conduct, 'Our Values and Standards,' applicable to all employees, including senior officers, with provisions for disclosing amendments and waivers.
  • 5As of December 31, 2023, there were 13,526,932 securities to be issued upon exercise of outstanding options, warrants, and rights under shareholder-approved plans.
  • 6A total of 81,123,362 securities remained available for future issuance under equity compensation plans approved by security holders.
  • 7The filing lists numerous exhibits, many of which are incorporated by reference from previous filings, including corporate governance documents, debt indentures, and various executive compensation and benefit plans.

Frequently Asked Questions

This filing (10-K/A) is an amendment to Merck's 2023 annual report. It primarily incorporates by reference detailed information from the company's Proxy Statement for its May 28, 2024, Annual Shareholder Meeting, as well as from prior filings. It covers sections related to directors, executive officers, corporate governance, executive compensation, and exhibits.

Detailed information on executive compensation, director compensation, corporate governance, executive officers, and board committees is incorporated by reference and can be found in Merck's Proxy Statement for the Annual Shareholder Meeting scheduled for May 28, 2024. Investors should consult that document for comprehensive details.

As of December 31, 2023, Merck had 13,526,932 securities available for issuance upon the exercise of outstanding options, warrants, and rights under its shareholder-approved equity compensation plans. Additionally, there were 81,123,362 securities remaining available for future issuance under these plans.

No, this specific filing (10-K/A) does not present new financial statements or detailed operational updates for the 2023 fiscal year. Instead, it directs readers to other documents, such as the previously filed 10-K and the upcoming Proxy Statement, for such information. It focuses on governance and compensation-related disclosures.