MERCK & CO., INC. | Lobbying Expenditure Disclosure at MERCK & CO., INC.

Status
16.09% votes in favour
AGM date
Proposal number
6
Resolution details
Company ticker
MRK
Lead filer
National Legal and Policy Center
Resolution ask
Report on or disclose
ESG theme
  • Governance
ESG sub-theme
  • Lobbying / political engagement
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
National Legal and Policy Center has filed the following resolution. This will be updated in the lead filer field as soon as possible.

The shareholders request that Merck & Co., Inc.
(“Merck”) provide a full, detailed disclosure of our company’s
direct and indirect lobbying activities and expenditures to
assess whether our lobbying is consistent with Merck’s
expressed goals and in shareholders’ best interests.
Shareholders request the Board prepare a report, updated
annually disclosing:
1. Company policy and procedures governing lobbying,
both direct and indirect, and grassroots lobbying
communications;
2. Payments by Merck used for (a) direct or indirect
lobbying or (b) grassroots lobbying communications, in
each case including the amount of the payment and the
recipient;
3. Description of the decision-making process and
oversight by management and the Board for making
payments described in section 2 above.
For purposes of this proposal, a “grassroots lobbying
communication” is a communication directed to the general
public that (a) refers to specific legislation or regulation;
(b) reflects a view on the legislation or regulation; and
(c) encourages the recipient of the communication to take
action with respect to the legislation or regulation.
“Indirect lobbying” is lobbying engaged in by a trade association
or other organization of which Merck is a member.
Both “direct and indirect lobbying” and “grassroots lobbying
communications” include lobbying at the local, state and
federal levels.
The report shall be presented to the Audit Committee or
other relevant oversight committees of the Board and full
details posted on the company’s website.
Supporting statement
As shareholders we encourage transparency and
accountability regarding staff time and corporate funds to
influence legislation and regulation, both directly and
indirectly.
Merck’s lobbying expenditures may not include grassroots
lobbying to directly influence legislation by mobilizing public
support or opposition, nor lobbying expenditures in states
that do not require disclosure.
Absent a system of transparency and accountability for
lobbying expenditures, Merck executives may use Company
assets for objectives that are not shared by and may be
inimical to the interests of the Company and its
shareholders.
Current disclosure is insufficient to allow the Company’s
Board, its shareholders, and its current and prospective
customers to fully evaluate its lobbying priorities.
There is currently no single source providing shareholders
the information sought by this resolution.

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