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

Status
Omitted
Previous AGM date
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
Resolved: The shareholders of Merck & Co., Inc. (“Merck” or “Company”) request that the Company provide a full, detailed disclosure at reasonable cost and omitting proprietary information, describing the Company’s direct and indirect lobbying and grassroots lobbying activities and expenditures, sufficient for investors to assess alignment with the Company’s stated public-policy positions and long-term shareholder 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 the Company 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 the Company is a member. “Indirect lobbying” should also include payments made to 501(c)(4) organizations, and 501(c)(3) organizations to the extent such recipients report to the Company that a portion of the payments were used for lobbying (or grassroots lobbying) as defined by the IRS. 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 Governance & Public Policy Committee or other relevant oversight committees of the Board and full details posted on the company’s website
Supporting statement
Supporting Statement As shareholders we encourage transparency and accountability regarding staff time and corporate funds to influence legislation and regulation, both directly and indirectly. Company’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, Company 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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