Merck : 2022 Merck Proxy Statement

2022

Notice of Annual Meeting and Proxy Statement

Merck & Co., Inc.

2000 Galloping Hill Road Kenilworth, NJ 07033 U.S.A.

Delivering on Our Strategic Priorities in 2021

Advanced thePipeline to Meet

Patient Unmet Needs

>30 approvals and 20 NDAs and sBLAs filed across U.S., EU, Japan and China1

Oncology:

U.S.: 11 approvals2, including for 1 new molecular entity (WELIREG)

EU: 6 approvals3 and approval of Q6W dosing regimen for KEYTRUDA

Japan and China: 5 approvals and 3 approvals respectively.

Vaccines:

U.S.: approval of VAXNEUVANCE for adult patients and priority review for pediatric patients

EU: approval for VAXNEUVANCE for adult patients

Animal Health:

16 new product approvals and 6 business development transactions

Infectious Diseases, Cardiometabolic & Other:10 regulatory authorizations/approvals for molnupiravir, including emergency use authorization from the FDA

Japan: approval for LYFNUA (gefapixant4)

and RECARBRIO

U.S., EU and Japan: approval for Verquvo

• 1 As of 4Q2021

• 2 Reflects new approvals and conversions to full approvals

  Delivering on Balanced Capital Allocation Strategy

  Capital allocation strategy allows Merck to invest in our business and create value for shareholders. In 2021, we:

  Prioritized investment in research & development in areas of unmet medical need$12.2 billion in R&D expenditures

  Made progress on capital investments$4.4 billion on capital investments, with ~$20B planned between 2021 and 2025

  Remained committed to the dividend$6.6 billion in dividends paid

  Executed strategic business development to enhance the pipeline$14.0 billion on business development transactions5 including the acquisitions of Acceleron (CV) and

  Pandion (immunology)

  Returned excess cash through share repurchase$0.8 billion in share repurchase

  Achieved Strong Commercial and Financial Performance

  $48.7B (+17% YoY) in worldwide revenue, $6.02 (+33% YoY) in EPS

  Sales highlights across our key growth pillars include:

  KEYTRUDA sales ofGARDASIL/GARDASIL 9 sales of

  $17.2B (+20% YoY)

  $5.7B (+44% YoY)

  Lenvima sales of $704M (+21% YoY)

  BRIDION sales of $1.5B (+28% YoY)

  Lynparza sales of $989M (+36% YoY)

  Animal Health sales of $5.6B (+18% YoY)

• 3 Includes European Commission approval for KN-564 that was received in January 2022

• 4 Received Ministry of Health, Labour and Welfare approval in January 2022

• 5 Includes acquisitions, collaborations, licensing and milestone payments

Notice of Annual Meeting of Shareholders

To Merck Shareholders:

You are invited to the Annual Meeting of Shareholders of Merck & Co., Inc. on

Tuesday, May 24, 2022, at 9:00 a.m. (Eastern Time) via Webcast atwww.virtualshareholdermeeting.com/MRK2022.

The purposes of the meeting are to:

• • Elect the 14 Director nominees named in the proxy statement;

• • Consider and act upon a proposal to approve, by non-binding advisory vote, the compensation of our Named Executive Officers;

• • Consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022;

• • Consider and act upon a shareholder proposal regarding an independent board chairman, if properly presented at the meeting;

• • Consider and act upon a shareholder proposal regarding access to COVID-19 products, if properly presented at the meeting;

• • Consider and act upon a shareholder proposal regarding lobbying expenditure disclosure, if properly presented at the meeting; and

• • Transact such other business as may properly come before the meeting.

By order of the Board of Directors,

Kelly E. W. Grez Corporate Secretary

We have adopted a virtual format for the 2022 Annual Meeting of Shareholders to provide a safe, consistent and convenient experience to all shareholders regardless of location.

Vote Right Away-Advance voting methods and deadlines

We encourage all shareholders of record to read this proxy statement with care and vote right away using any of the following methods, even if they intend to attend the Annual Meeting. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.

BY INTERNET*BY PHONE*BY QR CODEBY MAIL**

Only shareholders listed on the Company's records at the close of business on March 25, 2022 are entitled to vote.

Merck began distributing its Notice of Internet Availability of Proxy Materials, proxy statement, the 2021 Annual Report on Form 10-K and proxy card/voting instruction form, as applicable, to shareholders and to employee benefit and stock purchase plan participants on April 4, 2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 24, 2022:

The Notice of Annual Meeting of Shareholders, proxy statement and the 2021 Annual Report on Form 10-K are available free of charge atwww.proxyvote.com. The principal executive offices of the Company are located at 2000 Galloping Hill Road, K1-4157, Kenilworth, New Jersey 07033 U.S.A.***

* The telephone and internet voting facilities will close at 11:59 p.m. Eastern Time on May 23, 2022.

www.proxyvote.comIn the U.S. or Canada dial toll-free 1-800-690-6903

Scan this QR code to vote with your mobile device (may require free app)Cast your ballot, sign your proxy card and send in our prepaid envelope

** You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by telephone or over the internet depends on your broker's voting process. Please follow the directions provided to you by your broker, bank or nominee.

*** Effective May 1, 2022, the Company's headquarters will be relocated to Rahway, N.J. and the principal executive offices of the Company will be located at 126 East Lincoln Avenue, Rahway, N.J. 07065 U.S.A.

Dear Merck Shareholders,

It is our pleasure to invite you to the 2022 Annual Meeting of Shareholders of Merck & Co., Inc. ("Merck," known as "MSD" outside the United States and Canada).

The foregoing Notice of Annual Meeting of Shareholders and accompanying proxy statement will serve as your guide to the business to be conducted and provide details regarding the meeting.

For more than 130 years, Merck has used the power of leading-edge science to deliver products that save and improve lives. We remain committed to this purpose as we continue to positively impact global health today and for generations to come. As the COVID-19 pandemic continued throughout 2021, we prioritized protecting the safety of our employees and their families, sustaining the supply of our medicines and vaccines, and supporting patients in our clinical trials. Our inspiration, innovation and ingenuity enabled us to play a leading role in bringing forward important medicines and vaccines to address many of the world's most challenging diseases, including our investigational antiviral drug molnupiravir, adding to the short list of important medicines that are part of the global effort in the fight against COVID-19.

Throughout last year, we continued to transform our business, driving greater focus on our innovative portfolio and increasing our operational efficiency. The successful spin-off of Organon is just one notable example. Today, as a result of our strategic and dynamic actions, our company is more focused, more efficient and faster-growing. Guided by our business and capital allocation strategy, we continued to invest in the discovery, development, production and commercialization of medicines and vaccines. This strengthened the short- and long-term sustainability of our business, and accelerated and augmented our pipeline and portfolio.

From a commercial standpoint, our teams executed at the highest levels, achieving strong growth across our key performance drivers, including KEYTRUDA - an established and foundational asset in our portfolio - as well as in vaccines with GARDASIL and GARDASIL 9, and in Animal Health. Overall, it has been a year of significant achievement for Merck in the face of an extraordinarily challenging environment.

We advanced our oncology portfolio and made substantial progress in executing our strategy to become the leading oncology company by 2025. We were pleased to receive FDA approvals in several women's cancers, as well as renal cell carcinoma (adjuvant and advanced) and melanoma (adjuvant) for KEYTRUDA. We are excited that Merck has more than 90 potential approvals in oncology on the horizon. In 2022, our work in women's and earlier stage therapies continues with additional focus on advancing prostate and colorectal cancer treatments.

We built on our rich legacy in infectious diseases research with the development of molnupiravir, an investigational oral antiviral for the treatment of COVID-19 that we believe is a key tool in the treatment options available for health care professionals and patients battling the pandemic. We invested at risk to ramp up supply while we were still in early clinical trials, as we recognized the need for broad and timely global access of this important medicine upon authorization.

We are proud that upon receiving Emergency Use Authorization from the FDA in late December 2021, we successfully delivered initial molnupiravir shipments to the U.S. government and to other countries where molnupiravir has been authorized for use, including the UK and Japan. This is a testament to Merck's agility and ability to establish critical partnerships with governments, public health agencies, key global stakeholders, and across various links in the international supply chain. Our ground-breaking access strategy has been a priority from the start and has accelerated the timely distribution of molnupiravir to patients in need globally.

In line with our access strategy, we allocated up to 3 million courses of molnupiravir to UNICEF throughout the first half of 2022 for distribution in more than 100 low- and middle-income countries. This was in addition to our agreements with the Medicines Patent Pool and other generic manufacturers to make molnupiravir available following local regulatory authorizations or approvals.

Our Animal Health business continues to expand with growth across species and geographies. Growth in companion animal product sales were led by the BRAVECTO parasiticide line and our line of companion vaccines, while livestock animal product sales showed higher demand globally in the poultry, ruminant and swine sectors. The Animal Health business remains very well positioned to grow faster than the overall market well into the future.

We are confident in the strength and durability of Merck's business model for this decade and beyond, and we are laser-focused on executing to achieve our goals for long-term growth and sustainability. We have important growth drivers with our durable products that include GARDASIL and GARDASIL 9, which we believe can double sales by 2030. In addition to our HPV vaccines, our vaccines portfolio and pipeline are growing, including with VAXNEUVANCE, which is under priority review by the FDA to expand its use to infants and children for the prevention of invasive pneumococcal disease.

We further strengthened our late-stage pipeline through our acquisition of Acceleron Pharma, bringing in sotatercept which addresses pulmonary arterial hypertension, as well as other compounds designed to address areas of serious unmet need in cardiovascular disease. These new additions complement our growing internal cardiometabolic pipeline of new drugs. In addition to Acceleron, we also completed the acquisition of Pandion Therapeutics, which enabled us to bring in an early-stage asset, leverage our immunology learnings from our immuno-oncology research and begin to extend our focus into autoimmune diseases. Business development will remain an imperative strategic priority that helps bolster and augment our pipeline, drives stronger performance, and enhances our long-term potential. We will continue to aggressively pursue compelling external science to supplement our internal pipeline, leveraging a science-driven and portfolio-informed approach.

We have also worked to further integrate our Environmental, Social and Governance (ESG) initiatives into the core of Merck's culture and business. We remain committed to operating responsibly to help ensure a safe, healthy, and sustainable environment. Our focus in this space helps advance our company's efforts and is integral to saving and improving lives. We worked hard throughout 2021 to achieve the ESG goals that we've set which challenge Merck to drive change by: expanding health access and equity; continuing to cultivate a diverse, inclusive and engaging environment for our employees; setting ambitious yet impactful sustainability goals; and fostering ethics and values across the organization to drive a culture empowered to Speak Up and maintain compliance.

Merck will continue improving patient outcomes and contributing to a healthier world, while also delivering value for our shareholders and all stakeholders. We are proud of our legacy and passionate about our future, as we work with speed, urgency, and agility to bring forward innovations that address unmet needs. For over a century, Merck has been propelled by bold ideas and innovation that advance human health. We know the world needs more of what Merck can deliver now - this is what inspires us to continue helping and healing patients around the world as we move forward.

Thank you for your confidence and support of our Company. We hope you will participate in the Annual Meeting by attending virtually or by voting, as promptly as possible, through other acceptable means as described in this proxy statement. Your participation is important, so please exercise your right to vote.

Kenneth C. Frazier Executive Chairman

Robert M. Davis

Chief Executive Officer and President