Shareholder Campaign: Merck
Merck & Co. markets a wide range of prescription pharmaceuticals, over-the-counter consumer health-care products, and animal-care products.
2005 Resolution: ‘Give the Animals 5’
With the help of PETA supporters who held stock in Merck, this resolution called on the company to “Give the Animals 5”— replace five crude and cruel animal tests with state-of-the-art and scientifically valid non-animal methods that were already in use in other countries.
Despite its progressively worded “Animal Care and Use Policy,” Merck opposed our resolution. Nonetheless, PETA contacted Merck’s corporate secretary in a good-faith effort to establish a constructive dialog as an alternative to bringing our resolution forward at the company’s annual meeting. That discussion was brief and unproductive, as Merck refused to supply even the names of its representatives on the teleconference.
PETA’s resolution was brought to a vote at Merck’s annual meeting and received almost 35 million shares (2.8 percent).
2006 Resolution: Animal Welfare Policy
PETA submitted a resolution with Merck calling on the company to extend its animal welfare policy to include social and behavioral enrichment measures for the animals used both in-house and at contract testing laboratories.
The resolution was largely the result of the horrors uncovered in the independent contract testing laboratory Covance Inc., whose officials boasted that their clients included “just about every major company around the world.”
Merck published our resolution in its proxy materials, along with its opposition statement advising shareholders to vote against it. Our resolution garnered almost 5 percent of the vote (more than 66 million shares), which qualified it to be reintroduced in 2007.
2007 Resolution: Animal Welfare Policy
PETA re-filed the previous resolution with Merck for its 2007 annual shareholder meeting. Merck opposed our resolution, stating that the company already substantially implemented the elements of the proposal. Unfortunately, the Securities and Exchange Commission (SEC) ruled in Merck’s favor and PETA’s resolution did not appear in Merck’s proxy materials that year.
2011 Resolution: Transparency in Animal Use
PETA filed a resolution requesting that Merck issue an annual report disclosing the number and species of animals used in-house and at contract laboratories. Merck challenged our resolution, claiming that PETA did not supply sufficient evidence that we owned continuous stock in the company for one year. The SEC agreed with Merck that, as a result of Merck’s 2009 merger with Schering-Plough, PETA stock holdings were a few days short of the requirement, so PETA’s resolution did not appear in Merck’s proxy materials that year.
2012 Resolution: Transparency in Animal Use
Expanding upon PETA’s 2011 resolution calling for Merck to exhibit greater transparency in its use of animals in experiments, PETA’s 2012 resolution requested that the company’s board issue an annual report to shareholders disclosing the procedures that the company takes to ensure proper animal care in-house and at contract laboratories. Merck asked the SEC for permission to exclude our resolution, stating that the company already substantially implemented the elements of the proposal, and the SEC agreed. PETA filed a lawsuit against Merck to stop the company from excluding PETA’s resolution from its proxy materials, and a court affirmed the exclusion. The court ruled that PETA’s request for procedures to ensure proper animal care was substantially implemented by Merck’s animal-research policy, despite the fact that the broad policy included no specific procedures and had been so ineffective that Merck had been cited by the government for violations of the Animal Welfare Act’s minimal standards for the previous three years.