SUPPORTING STATEMENT: This proposal topic won our 42%-support at the 2020 Merck annual meeting. And the 2020 proposal could have recived a higher vote if it pointed out that a Merck director can only be removed for cause which is another way to say it is impossible for shareholder to remove a director, which makes the right to act by written consent to replace a director all the more valuable to shareholders.

The 42%-support was all the more important because it takes more shareholder conviction to vote for a shareholder proposal, and thereby disregard the Board of Director’s position, than to simply go along with the Board’s position.

Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. For instance 3 Merck directors were each rejected by more than 100 million votes repeatedly since 2020.

The shareholder ability to replace a director by written consent could give Merck directors more of an incentive to improve their performance. Three Merck directors again each received more than 13 7 million against votes in 2023.

Ms. Patricia Russo received 228 million against votes in 2021, 250 million against votes in 2022 and 258 million against votes in 2023. Ms. Russo’s 2023 against votes were up to 50-times the against votes received by a number of other Merck directors. Ms. Russo also repeatedly received the most against votes at General Motors where she is also a director.

Mr. Thomas Glocer, Lead Director, with 137 million against votes violates the most important attribute of a Lead Director—independence. As director tenure goes up director independence goes down. Mr. Glocer has 17-years director tenure at Merck. It is disappointing that Mr. Robert Davis, a relatively new Merck Chairman and CEO, received 157 million against votes.

A shareholder right to act by written consent still affords Merck’s Board of Directors strong protection for a holdout mentality for the status quo during the current rapidly changing business environment. Any action taken by written consent would still need 70% supermajority approval from the shares that normally cast ballots at the Merck annual meeting to equal the required majority vote from all Merck shares outstanding.

Whoever wrote the Board of Director’s text next to the 2020 proposal on this topic apparently thinks there are multiple deep-pocket parties hovering over Merck who can hardly wait to take their chance at getting a 70% approval vote at Merck.

Please vote yes:

Filed by Kenneth Steiner.