0001225208-19-000806.txt : 20190110 0001225208-19-000806.hdr.sgml : 20190110 20190110165043 ACCESSION NUMBER: 0001225208-19-000806 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190101 FILED AS OF DATE: 20190110 DATE AS OF CHANGE: 20190110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clyburn Frank CENTRAL INDEX KEY: 0001763963 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06571 FILM NUMBER: 19520692 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Merck & Co., Inc. CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221918501 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 FORMER COMPANY: FORMER CONFORMED NAME: Merck & Co. Inc. DATE OF NAME CHANGE: 20091103 FORMER COMPANY: FORMER CONFORMED NAME: SCHERING PLOUGH CORP DATE OF NAME CHANGE: 19920703 3 1 doc3.xml X0206 3 2019-01-01 0 0000310158 Merck & Co., Inc. MRK 0001763963 Clyburn Frank MERCK & CO., INC. 2000 GALLOPING HILL ROAD KENILWORTH NJ 07033 1 EVP, Chief Commercial Officer Common Stock 61724.9410 D Common Stock - 401(k) Plan 1395.4461 I By 401(k) Phantom Stock Common Stock 2059.8360 D Restricted Stock Unit 2019-05-04 2021-05-04 Common Stock 5714.0000 D Restricted Stock Unit 2020-05-05 2020-05-05 Common Stock 3752.0000 D Restricted Stock Unit 2019-05-10 2019-05-10 Common Stock 4389.0000 D Restricted Stock Unit 2019-10-30 2021-10-30 Common Stock 6862.0000 D Stock Option (right to buy) 39.2900 2013-05-02 2022-05-01 Common Stock 43876.0000 D Stock Option (right to buy) 44.9800 2014-05-06 2023-05-05 Common Stock 38647.0000 D Stock Option (right to buy) 54.6800 2017-05-10 2026-05-09 Common Stock 54329.0000 D Stock Option (right to buy) 57.7500 2019-05-04 2028-05-03 Common Stock 40255.0000 D Stock Option (right to buy) 58.2200 2015-05-02 2024-05-01 Common Stock 38514.0000 D Stock Option (right to buy) 58.3300 2016-02-09 2025-02-08 Common Stock 5500.0000 D Stock Option (right to buy) 59.8600 2016-05-01 2025-04-30 Common Stock 43344.0000 D Stock Option (right to buy) 63.9700 2018-05-05 2027-05-04 Common Stock 34237.0000 D Holdings include shares acquired in dividend reinvestment transactions. Includes shares acquired and dividends earned through January 1, 2019, in the Merck U.S. Savings Plan, a 401(k) plan. The Merck & Co., Inc. Deferral Program includes the right of redesignation to other investement measures within the Program. Distributions of phantom stock are made in shares of Common Stock of Merck & Co., Inc., with cash payable for partial shares, in accordance with a distribution schedule elected by the reporting person. This distribution is subject to conditions and limitations of the Merck & Co., Inc. Deferral Program. 1-for-1 These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 5/4/2019, 5/4/2020 and 5/4/2021. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 10/30/2019, 10/30/2020 and 10/30/2021. The option became exercisable in equal installments on 5/2/2013, 5/2/2014 and 5/2/2015. The option became exercisable in equal installments on 5/6/2014, 5/6/2015 and 5/6/2016. The option vests and becomes exercisable in three equal installments on 5/10/2017, 5/10/2018 and 5/10/2019. The option vests and becomes exercisable in three equal installments on 5/4/2019, 5/4/2020 and 5/4/2021. The option became exercisable in equal installments on 5/2/2015, 5/2/2016 and 5/2/2017. The option became exercisable in equal installments on 2/9/2016, 2/9/2017 and 2/9/2018. The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018. The option vests and becomes exercisable in three equal installments on 5/5/2018, 5/5/2019 and 5/5/2020. clyburnpoa.txt Faye C. Brown as Attorney-in-Fact for Frank Clyburn 2019-01-10 EX-24 2 clyburnpoa.txt POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Faye C. Brown, Katie E. Fedosz, Jon Filderman, Geralyn S. Ritter and Courtney Ausfahl, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of Merck & Co., Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of January 2019. /s/ Frank Clyburn