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STRYKER CORP

For the period ended May 9, 2024. Filed Mar 26, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 26, 2024

SYK$325.87-2.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

STRYKER CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11

1941 Stryker Way

Portage, MI 49002

Notice of 2024 Annual Meeting of Shareholders of Stryker Corporation

Date: May 9, 2024

Time:9:30 a.m., Eastern Time

Place: This year's annual meeting of shareholders of Stryker Corporation will be held virtually via the internet only. Shareholders will be able to listen, vote and submit questions regardless of location via the internet at www.virtualshareholdermeeting.com/SYK2024 by using the 16-digit control number included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.

Items of Business:

Elect ten directors;

Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024;

Conduct an advisory vote to approve named executive officer compensation;

Consider and vote upon the shareholder proposal set forth in this Proxy Statement, if properly presented; and

Transact any other business that may properly come before the meeting and any adjournment or postponement.

We invite all shareholders to attend the virtual meeting. At the meeting, you will have the opportunity to ask questions of our management with respect to the matters to be voted on and will hear a report on our business. Stryker's accompanying proxy materials include instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions. Our Annual Report on Form 10-K for the year ended December 31, 2023 is enclosed.

Only shareholders of record on March 11, 2024 may vote at the meeting.

Your vote is important. Please vote your shares promptly. To vote your shares, you may use the internet, call the toll-free telephone number as described on your proxy card or complete, sign, date and return your proxy card by mail.

J. Andrés Cedrón

Vice President, Corporate Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING ON MAY 9, 2024.

This Proxy Statement, our 2023 Annual Report on Form 10-K and a link to the means to vote by internet are available at www.proxymaterials.stryker.com.

TABLE OF CONTENTS

SectionPage
Proxy Statement Summary1
Meeting Information1
Shareholder Voting Matters1
Our Director Nominees and Board Characteristics1
Director Nominee Demographics2
Director Nominee Skills Matrix3
Corporate Governance Practices3
Executive Compensation Philosophy3
Executive Compensation Practices4
Financial Performance5
General Information6
Who Is Entitled to Vote?6
How Do I Vote?6
May I Change My Mind after Submitting a Proxy?6
What are Broker Non-Votes?6
What is the Required Vote?6
How Can I Attend the Annual Meeting?6
How Can I Submit a Question for the Annual Meeting?6
What if I Need Technical Assistance?6
Can I Vote During the Annual Meeting?7
Will a Replay of the Annual Meeting be Available?7
Can I Access These Proxy Materials on the Internet?7
References to Stryker Websites7
Cautionary Note Regarding Forward Looking Statements7
Management Proposals8
Proposal 1 — Election of Directors8
Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm11
Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation12
Shareholder Proposals13
Proposal 4 — Transparency in Political Spending13
Stock Ownership15
Principal Shareholders15
Security Ownership of Directors, New Director Nominee and Executive Officers16
Corporate Governance17
Board's Role in Strategic Planning and Risk Oversight17
Independent Directors17
Board Committees17
Compensation Risks19
Board Leadership Structure19
Executive Sessions of Independent Directors19
Contacting the Board of Directors19
Code of Conduct19
Certain Relationships and Related Party Transactions19
Approach to Environmental, Social and Governance Related Matters20
Compensation Discussion and Analysis21
Named Executive Officers21
Overview21
Compensation Objectives22
Executive Compensation Philosophy22
The Role of Benchmarking in Our Executive Compensation Decisions22
Management's Role in Determining Executive Compensation23
2023 Compensation Decisions23
2023 Compensation Elements24
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements31
Equity Plans and Equity-Based Compensation Award Granting Policy31
Executive and Non-Employee Director Stock Ownership Guidelines31
Prohibition of Hedging and Pledging Transactions32
Recoupment and Clawback Policies32
Employment Agreements and Severance Policy32
Company Tax and Accounting Issues32
2024 Compensation Decisions33
Compensation and Human Capital Committee Report33
Executive Compensation34
Summary Compensation Table34
2023 Grants of Plan-Based Awards35
Outstanding Equity Awards at 2023 Fiscal Year-End37
2023 Option Exercises and Stock Vested38
2023 Pension Benefits38
2023 Nonqualified Deferred Compensation38
Potential Payments upon Termination or Change in Control39
Pay versus Performance41
Ratio of 2023 Compensation of the Chief Executive Officer to that of the Median Employee43
Compensation of Directors44
Audit Committee Report45
Additional Information46
Proposals for Inclusion in our 2025 Proxy Materials (SEC Rule 14a-8)46
Director Nominations for Inclusion in our 2025 Proxy Materials (Proxy Access)46
Other Proposals or Nominations to be Brought Before our 2025 Annual Meeting (Advance Notice)46
Delinquent Section 16(a) Reports46
Other Matters46
Expenses of Solicitation46
Householding46
Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial MeasureA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.