Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On May 28, 2021, Merus N.V. (the "Company") held its annual general meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the shareholders approved the amendment in their entirety of the Company's articles of association (as amended, the "Amended Articles") to: (i) increase the Company's authorized share capital from the amount of EUR 8,100,000 and divided into 45,000,000 common shares and 45,000,000 preferred shares to the amount of EUR 12,150,000 and divided into 67,500,000 common shares and 67,500,000 preferred shares (the "Share Capital Increase Amendment"); and (ii) add a new clause providing that, except as otherwise permitted by the Company's board of directors, the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, to the fullest extent permitted by applicable law, shall be the federal district courts of the United States of America (the "Federal Forum Selection Amendment").

The Amended Articles, along with a copy marked to show changes from the prior articles of association, are filed herewith as Exhibits 3.1 and 3.2, respectively. The foregoing descriptions of the Share Capital Increase Amendment and the Federal Forum Selection Amendment contained in the Amended Articles do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Articles, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2021, the Company held the Annual Meeting. For all proposals other than Proposal 2, a total of 25,896,434 common shares were present or represented by proxy at the Annual Meeting, representing approximately 67.53% of the Company's outstanding common stock as of the April 30, 2021 record date. For Proposal 2, a total of 27,415,739 common shares were present or represented by proxy at the Annual Meeting, representing approximately 71.49% of the Company's outstanding common stock as of the April 30, 2021 record date.

The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2021.



Proposal 1 - Adoption of Dutch statutory annual accounts for the financial year
2020:



              For               Against       Abstain       Broker Non-Votes
                25,895,414           800           220              1,519,305


Proposal 2 - Appointment of the external auditor for the financial year 2021 for
purposes of Dutch law:



               For              Against       Abstain       Broker Non-Votes
                 27,377,019       38,600           120                     -


Proposal 3 - Release of each member of our board of directors from liability for
the exercise of their duties:



               For              Against       Abstain       Broker Non-Votes
                 25,889,706        6,484           244              1,519,305

Proposal 4 - Appointment of Maxine Gowen, Ph.D. as non-executive director:





               For              Against       Abstain       Broker Non-Votes
                 25,813,883       82,397           154              1,519,305

Proposal 5 - Authorization of the Company's board of directors to acquire shares (or depository receipts for such shares) in the Company's capital:





               For              Against       Abstain       Broker Non-Votes
                 25,894,473        1,807           154              1,519,305


Proposal 6 - Articles Amendment A - Approval of amendment of Articles of
Association to increase authorized share capital and authorization to implement
such amendment:



             For                Against        Abstain       Broker Non-Votes
               23,734,005       2,161,609           820              1,519,305

Proposal 7 - Articles Amendment B - Approval of amendment of Articles of Association to include U.S. federal forum selection clause and authorization to implement such amendment :





              For               Against       Abstain       Broker Non-Votes
                25,249,977       646,167           290              1,519,305

Based on the foregoing votes, the shareholders elected Maxine Gowen as a non-executivedirector to serve until the 2025 annual general meeting of shareholders of the Company, and approved Proposals 1, 2, 3, 5, 6 and 7.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
No.                                       Description

3.1            Articles of Association of Merus N.V., as amended on May 28, 2021.


3.2            Articles of Association of Merus N.V., as amended on May 28, 2021,
             marked to show amendments.

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