STRYKER CORP
For the period ended May 8, 2025. Filed Mar 25, 2025.
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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 8, 2025 · Filed Mar 25, 2025
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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:
| o | Preliminary Proxy Statement |
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| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| x | Definitive Proxy Statement |
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| o | Definitive Additional Materials |
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| o | Soliciting Material Pursuant to §240.14a-12 |
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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):
| x | No fee required |
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| o | Fee paid previously with preliminary materials |
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| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11 |
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1941 Stryker Way
Portage, MI 49002
Notice of 2025 Annual Meeting of Shareholders of Stryker Corporation
Date: May 8, 2025
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/SYK2025 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 2025;
Consider and act upon approval of the 2011 Long-Term Incentive Plan, as amended and restated;
Consider and act upon approval of the 2011 Performance Incentive Award Plan, as amended and restated;
Consider and act upon approval of the 2008 Employee Stock Purchase Plan, as amended and restated;
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, 2024 is enclosed.
Only shareholders of record on March 10, 2025 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.
Tina S. French
Vice President, Corporate Secretary
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING ON MAY 8, 2025.
This Proxy Statement, our 2024 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
| Section | Page |
|---|---|
| Proxy Statement Summary | 1 |
| Meeting Information | 1 |
| Shareholder Voting Matters | 1 |
| Our Director Nominees and Board Characteristics | 1 |
| Director Nominee Skills Matrix | 2 |
| Corporate Governance Practices | 2 |
| Executive Compensation Philosophy | 2 |
| Executive Compensation Practices | 3 |
| Financial Performance | 4 |
| General Information | 5 |
| Who Is Entitled to Vote? | 5 |
| How Do I Vote? | 5 |
| May I Change My Mind after Submitting a Proxy? | 5 |
| What are Broker Non-Votes? | 5 |
| What is the Required Vote? | 5 |
| How Can I Attend the Annual Meeting? | 5 |
| How Can I Submit a Question for the Annual Meeting? | 5 |
| What if I Need Technical Assistance? | 5 |
| Can I Vote During the Annual Meeting? | 6 |
| Will a Replay of the Annual Meeting be Available? | 6 |
| Can I Access These Proxy Materials on the Internet? | 6 |
| References to Stryker Websites | 6 |
| Cautionary Note Regarding Forward Looking Statements | 6 |
| Management Proposals | 7 |
| Proposal 1 — Election of Directors | 7 |
| Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm | 11 |
| Proposal 3 — Approval of the 2011 Long-Term Incentive Plan, as Amended and Restated | 12 |
| Proposal 4 — Approval of the 2011 Performance Incentive Award Plan, as Amended and Restated | 17 |
| Proposal 5 — Approval of the 2008 Employee Stock Purchase Plan, as Amended and Restated | 19 |
| Proposal 6 — Advisory Vote to Approve Named Executive Officer Compensation | 21 |
| Shareholder Proposal | 22 |
| Proposal 7 — Support Transparency in Political Spending | 22 |
| Stock Ownership | 24 |
| Principal Shareholders | 24 |
| Security Ownership of Directors, New Director Nominee and Executive Officers | 25 |
| Corporate Governance | 26 |
| Board's Role in Strategic Planning and Risk Oversight | 26 |
| Independent Directors | 26 |
| Board Committees | 26 |
| Compensation Risks | 28 |
|---|---|
| Board Leadership Structure | 28 |
| Executive Sessions of Independent Directors | 28 |
| Contacting the Board of Directors | 28 |
| Code of Conduct | 29 |
| Certain Relationships and Related Party Transactions | 29 |
| Approach to Corporate Responsibility | 29 |
| Compensation Discussion and Analysis | 30 |
| Named Executive Officers | 30 |
| Overview | 30 |
| Compensation Objectives | 31 |
| Executive Compensation Philosophy | 31 |
| The Role of Benchmarking in Our Executive Compensation Decisions | 31 |
| Management's Role in Determining Executive Compensation | 32 |
| 2024 Compensation Decisions | 32 |
| 2024 Compensation Elements | 33 |
| Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements | 40 |
| Equity Plans and Equity-Based Compensation Award Granting Policy | 40 |
| Executive and Non-Employee Director Stock Ownership Guidelines | 41 |
| Prohibition of Hedging and Pledging Transactions | 41 |
| Recoupment and Clawback Policies | 41 |
| Employment Agreements and Severance Policy | 41 |
| Company Tax and Accounting Issues | 42 |
| 2025 Compensation Decisions | 42 |
| Compensation and Human Capital Committee Report | 42 |
| Executive Compensation | 43 |
| Summary Compensation Table | 43 |
| 2024 Grants of Plan-Based Awards | 44 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 46 |
| 2024 Option Exercises and Stock Vested | 47 |
| 2024 Pension Benefits | 47 |
| 2024 Nonqualified Deferred Compensation | 47 |
| Potential Payments upon Termination or Change in Control | 48 |
| Pay versus Performance | 50 |
| Ratio of 2024 Compensation of the Chief Executive Officer to that of the Median Employee | 51 |
| Compensation of Directors | 53 |
| Audit Committee Report | 55 |
| Additional Information | 56 |
| Proposals for Inclusion in our 2026 Proxy Materials (SEC Rule 14a-8) | 56 |
| Director Nominations for Inclusion in our 2026 Proxy Materials (Proxy Access) | 56 |
| Other Proposals or Nominations to be Brought Before our 2026 Annual Meeting (Advance Notice) | 56 |
| Delinquent Section 16(a) Reports | 56 |
|---|---|
| Other Matters | 56 |
| Expenses of Solicitation | 56 |
| Householding | 56 |
| Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure | A-1 |
| Appendix B — Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated | B-1 |
| Appendix C — Stryker Corporation 2011 Performance Incentive Award Plan, as Amended and Restated | C-1 |
| Appendix D — Stryker Corporation 2008 Employee Stock Purchase Plan, as Amended and Restated | D-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.