Merck & Co., Inc.
Shareholder Proposals
Item 4
Assess and report on risks tied to race, gender, or identity-based DEI recruitment goals or preferences given recent federal contracting directives.
The proposal asks the Board to prepare a report (within 12 months) evaluating whether Merck’s DEI-related recruitment goals, preferences, or programs that consider race, gender, or identity could create legal or reputational risks in light of recent federal directives affecting contractors. It cites changes in executive orders and a DOJ Civil Rights Fraud Initiative as heightening the risk of enforcement under statutes like Title VII and the False Claims Act. The proponent highlights Merck’s significant federal contract exposure and requests clarity on whether initiatives tied to employee engagement and inclusion involve representational targets or other practices that could be noncompliant. The requested report should be public, exclude proprietary information, and assess potential liabilities and safeguards.
Item 5
Prepare a report on median compensation and benefits gaps across gender and assess risks related to reproductive and gender-dysphoria care coverage.
The proposal requests a report analyzing median pay and benefits gaps across gender while specifically examining the company’s coverage and related risks for reproductive and gender dysphoria care. The proponent raises concerns about potential contingent liabilities, reputational risk, litigation exposure, and impacts on recruitment and retention tied to coverage of controversial medical treatments, citing recent lawsuits in the healthcare sector. The requested report should identify policy, operational, reputational, competitive and legal risks, and be prepared at reasonable cost while omitting privileged legal strategy or proprietary details. The objective is to provide shareholders clarity on how benefits policy may affect financial and reputational outcomes.
Item 6
Analyze and report whether Merck’s direct and indirect political contributions align with its business interests and describe steps to address misalignments.
This proposal requests a board-oversighted analysis and public report on how Merck’s political contributions (direct contributions and those made indirectly through trade associations or social welfare organizations) align with the company’s business objectives. It excludes routine lobbying activity and focuses on election-related and association spending, citing concerns that some recipients may advocate positions contrary to Merck’s commercial interests (for example on vaccines). The report should identify any misalignments and describe steps the company takes to manage related risks, while omitting confidential or privileged details. The proponent contends that transparency and periodic evaluation would help shareholders gauge governance and oversight of political spending.