Supporting Statement: Merck & Co. has apparently deployed billions of dollars in shareholder capital toward sustainability and social initiatives. While the Company’s Purpose for Progress Impact Report 2024/2025 details significant financial outflows and strategic resource allocations, it consistently substitutes "social output" metrics (e.g., "lives reached," "suppliers engaged") for financial return metrics.1 Capital discipline is a fundamental fiduciary duty. Shareholders should be concerned that significant capital is possibly being diverted to sustainability projects without being fully informed by the rigorous ROI or NPV calculations typically expected for capital deployment. The current disclosures raise "red flags" regarding the potential erosion of shareholder value as follows: 1. Unsubstantiated Value Claims: The report asserts the Global Diversity & Inclusion Business Consortium "drives greater shareholder value" but apparently provides zero bottom line evidence to substantiate this claim. In considering this issue, note that Alex Edmans, Professor of Finance at London Business School, has stated: “There is no link between demographic diversity and performance, despite many flimsy reports claiming the contrary.” 2 2. Procurement Efficiency Concerns: In 2024, Merck apparently directed $4.0 billion to suppliers based on diversity characteristics via its Economic Inclusion Program. 3 Procurement is traditionally a cost-minimization function. Directing such capital spend based on supplier characteristics rather than purely on price and quality optimization implies a potential premium was paid. The report fails to calculate the financial return of this program for the Company, focusing instead on the economic impact for the community. 3. Capital Projects Hurdle Rates: Merck has prioritized "net-zero roadmaps" involving over 90 new capital projects and explicitly states the Enterprise Capital Committee considers "emissions impact" in decision-making. Decarbonization projects often carry a "green premium" or negative NPV. The report does not disclose whether these projects meet the Company’s standard Internal Rate of Return (IRR) hurdle rate, raising concerns that capital is being diverted to sub-par financial returns that may fail to maximize Return on Invested Capital (ROIC). Shareholders deserve transparency regarding the rigor of the Company’s capital allocation process. This information is necessary both to enable shareholders to properly value their shares and to assure them capital is not squandered on virtue-signaling or greenwashing. Sustainability is certainly a socially significant issue, but sustainability goals are ultimately undermined when corporations claim they are investing in achieving them because they are good for business but fail to provide the underlying NPV and ROI data to substantiate that claim. We urge a vote FOR this proposal to ensure that sustainability investments are authorized and maintained with the same financial discipline applied to standard commercial projects.