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

On May 31, 2022, Merus N.V. (the "Company") held its annual general meeting of shareholders (the "Annual Meeting"). For all proposals other than Proposal 2, a total of 30,317,970 common shares were present or represented by proxy at the Annual Meeting, representing approximately 69.6% of the Company's outstanding common stock as of the May 3, 2022 record date. For Proposal 2, a total of 32,449,450 common shares were present or represented by proxy at the Annual Meeting, representing approximately 74.5% of the Company's outstanding common stock as of the May 3, 2022 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, 2022.

Proposal 1 - Adoption of Dutch statutory annual accounts for the financial year 2021:

For Against Abstain Broker Non-Votes 26,212,602 321 4,105,047 2,131,480

Proposal 2 - Appointment of the external auditor for the financial year 2022 for purposes of Dutch law:

For Against Abstain Broker Non-Votes 28,367,581 315 4,081,554 -

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 25,124,927 1,077,589 4,115,454 2,131,480

Proposal 4 - Re-appointment of Len Kanavy as non-executive director:

For Against Abstain Broker Non-Votes 24,301,389 1,934,757 4,081,824 2,131,480

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 26,231,006 5,224 4,081,740 2,131,480

Proposal 6 - Approval of the amendment of the Non-Executive Director Compensation Program ("NED Program") to (i) increase the value of option awards granted under the NED Program to more closely align with the 50th percentile of the Company's U.S. peer group, and (ii) increase the amount by which the grant date fair value of option awards granted under the NED Program increases annually from 3% to up to 5%. The number of shares subject to such awards will continue to be determined in accordance with the NED Program:

For Against Abstain Broker Non-Votes 21,221,052 5,014,096 4,082,822 2,131,480

Proposal 7 - Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes 21,072,735 5,161,838 4,083,397 2,131,480

Proposal 8 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers:



  1 Year     2 Years   3 Years    Abstain    Broker Non-Votes
26,197,512    1,656    35,860    4,082,942      2,131,480

Based on the foregoing votes, the shareholders re-elected Len Kanavy as a non-executive director to serve until the 2026 annual general meeting of shareholders of the Company, approved Proposals 1, 2, 3, 5, 6 and 7, and voted '1 Year' for Proposal 8.

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