UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): December 1, 2011
MERCK & CO., INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 1-6571 | 22-1918501 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
| One Merck Drive, P.O. Box 100, Whitehouse Station, NJ |
08889 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (908) 423-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Retirement of Director. As previously announced on October 6, 2011, effective as of December 1, 2011, Mr. Richard T. Clark retired from the Board of Directors of Merck & Co., Inc. (the “Company”). The Company also announced at that time that the Board had elected Mr. Kenneth C. Frazier as Chairman of the Board effective upon Mr. Clark’s retirement. The news release announcing these changes is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | News release dated October 6, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 1, 2011
| Merck & Co., Inc. | ||||
| By: | /s/ Katie E. Fedosz | |||
| Name: | Katie E. Fedosz | |||
| Title: | Senior Assistant Secretary | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | News release dated October 6, 2011. | |