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STRYKER CORP

For the period ended May 8, 2025. Filed Mar 25, 2025.

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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 8, 2025 · Filed Mar 25, 2025

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 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

SectionPage
Proxy Statement Summary1
Meeting Information1
Shareholder Voting Matters1
Our Director Nominees and Board Characteristics1
Director Nominee Skills Matrix2
Corporate Governance Practices2
Executive Compensation Philosophy2
Executive Compensation Practices3
Financial Performance4
General Information5
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 Websites6
Cautionary Note Regarding Forward Looking Statements6
Management Proposals7
Proposal 1 — Election of Directors7
Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm11
Proposal 3 — Approval of the 2011 Long-Term Incentive Plan, as Amended and Restated12
Proposal 4 — Approval of the 2011 Performance Incentive Award Plan, as Amended and Restated17
Proposal 5 — Approval of the 2008 Employee Stock Purchase Plan, as Amended and Restated19
Proposal 6 — Advisory Vote to Approve Named Executive Officer Compensation21
Shareholder Proposal22
Proposal 7 — Support Transparency in Political Spending22
Stock Ownership24
Principal Shareholders24
Security Ownership of Directors, New Director Nominee and Executive Officers25
Corporate Governance26
Board's Role in Strategic Planning and Risk Oversight26
Independent Directors26
Board Committees26
Compensation Risks28
Board Leadership Structure28
Executive Sessions of Independent Directors28
Contacting the Board of Directors28
Code of Conduct29
Certain Relationships and Related Party Transactions29
Approach to Corporate Responsibility29
Compensation Discussion and Analysis30
Named Executive Officers30
Overview30
Compensation Objectives31
Executive Compensation Philosophy31
The Role of Benchmarking in Our Executive Compensation Decisions31
Management's Role in Determining Executive Compensation32
2024 Compensation Decisions32
2024 Compensation Elements33
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements40
Equity Plans and Equity-Based Compensation Award Granting Policy40
Executive and Non-Employee Director Stock Ownership Guidelines41
Prohibition of Hedging and Pledging Transactions41
Recoupment and Clawback Policies41
Employment Agreements and Severance Policy41
Company Tax and Accounting Issues42
2025 Compensation Decisions42
Compensation and Human Capital Committee Report42
Executive Compensation43
Summary Compensation Table43
2024 Grants of Plan-Based Awards44
Outstanding Equity Awards at 2024 Fiscal Year-End46
2024 Option Exercises and Stock Vested47
2024 Pension Benefits47
2024 Nonqualified Deferred Compensation47
Potential Payments upon Termination or Change in Control48
Pay versus Performance50
Ratio of 2024 Compensation of the Chief Executive Officer to that of the Median Employee51
Compensation of Directors53
Audit Committee Report55
Additional Information56
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) Reports56
Other Matters56
Expenses of Solicitation56
Householding56
Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial MeasureA-1
Appendix B — Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and RestatedB-1
Appendix C — Stryker Corporation 2011 Performance Incentive Award Plan, as Amended and RestatedC-1
Appendix D — Stryker Corporation 2008 Employee Stock Purchase Plan, as Amended and RestatedD-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.