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STRYKER CORP

For the period ended May 6, 2026. Filed Mar 23, 2026.

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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 6, 2026 · Filed Mar 23, 2026

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 2026 Annual Meeting of Shareholders of Stryker Corporation

Date: May 6, 2026

Time:12:00 p.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/SYK 2026 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 2026;

Conduct an advisory vote to approve named executive officer compensation; 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, 2025 is available at www.proxymaterials.stryker.com.

Only shareholders of record on March 9, 2026 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 6,

This Proxy Statement, our 2025 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?5
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 — Advisory Vote to Approve Named Executive Officer Compensation12
Stock Ownership13
Principal Shareholders13
Security Ownership of Directors and Executive Officers14
Corporate Governance15
Board's Role in Strategic Planning and Risk Oversight15
Independent Directors15
Board Committees15
Compensation Risks17
Board Leadership Structure17
Executive Sessions of Independent Directors17
Contacting the Board of Directors17
Code of Conduct17
Certain Relationships and Related Party Transactions18
Approach to Corporate Responsibility18
Compensation Discussion and Analysis19
Named Executive Officers19
Overview19
Compensation Objectives20
Executive Compensation Philosophy20
The Role of Benchmarking in Our Executive Compensation Decisions20
Management's Role in Determining Executive Compensation21
2025 Compensation Decisions21
2025 Compensation Elements22
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements29
Equity Plans and Equity-Based Compensation Award Granting Policy29
Executive and Non-Employee Director Stock Ownership Guidelines30
Prohibition of Hedging and Pledging Transactions30
Recoupment and Clawback Policies31
Employment Agreements and Severance Policy31
Company Tax and Accounting Issues31
2026 Compensation Decisions32
Compensation and Human Capital Committee Report32
Executive Compensation33
Summary Compensation Table33
2025 Grants of Plan-Based Awards35
Outstanding Equity Awards at 2025 Fiscal Year-End36
2025 Option Exercises and Stock Vested38
2025 Pension Benefits38
2025 Nonqualified Deferred Compensation38
Potential Payments upon Termination or Change in Control39
Pay versus Performance41
Ratio of 2025 Compensation of the Chief Executive Officer to that of the Median Employee43
Compensation of Directors44
Audit Committee Report46
Additional Information47
Proposals for Inclusion in our 2027 Proxy Materials (SEC Rule 14a-8)47
Director Nominations for Inclusion in our 2027 Proxy Materials (Proxy Access)47
Other Proposals or Nominations to be Brought Before our 2027 Annual Meeting (Advance Notice)47
Delinquent Section 16(a) Reports47
Other Matters47
Expenses of Solicitation47
Householding47
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.