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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2025
strykerlogoa70.jpg
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
Michigan001-1314938-1239739
(State of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
1941 Stryker WayPortage,Michigan49002
(Address of principal executive offices)(Zip Code)
(269)385-2600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 Par ValueSYKNew York Stock Exchange
2.125% Notes due 2027SYK27New York Stock Exchange
3.375% Notes due 2028SYK28New York Stock Exchange
0.750% Notes due 2029SYK29New York Stock Exchange
2.625% Notes due 2030SYK30New York Stock Exchange
1.000% Notes due 2031SYK31New York Stock Exchange
3.375% Notes due 2032SYK32New York Stock Exchange
3.625% Notes due 2036SYK36New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



ITEM 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Shareholders of Stryker Corporation (the “Company”) held on May 8, 2025 (the “Annual Meeting”), shareholders approved the 2011 Long-Term Incentive Plan, as Amended and Restated, the 2011 Performance Incentive Award Plan, as Amended and Restated and the 2008 Employee Stock Purchase Plan, as Amended and Restated (collectively, the “Plans”), in each case, to approve an increase to the number of shares available for issuance pursuant to awards made under the Plans and to extend the duration of the Plans, among other things. Based on management’s recommendation, the Board of Directors of the Company approved the Plans in March 2025, subject to shareholder approval at the Annual Meeting. Having obtained the requisite shareholder approval for the Plans at the Annual Meeting, the Plans became effective, as amended and restated, on May 8, 2025.

Copies of the Plans, as amended and restated, were included as Appendix B, Appendix C and Appendix D, respectively, to the definitive proxy statement on Schedule 14A for the Annual Meeting, filed by the Company with the Securities and Exchange Commission on March 25, 2025 (the “Proxy Statement”).

Summaries of the principal features of each Plan are included in the Proxy Statement under the headings “Proposal 3 - Approval of the 2011 Long-Term Incentive Plan, as Amended and Restated”, “Proposal 4 - Approval of the 2011 Performance Incentive Award Plan, as Amended and Restated” and “Proposal 5 - Approval of the 2008 Employee Stock Purchase Plan, as Amended and Restated”, respectively, which summaries are incorporated by reference herein.

The foregoing description of the Plans is not intended to be complete and is qualified in its entirety by the full text of the Plans, as amended and restated, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated by reference herein.

ITEM 5.07Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting of Shareholders held on May 8, 2025, shareholders voted on six proposals and cast their votes as follows:
1)
All ten directors were elected to serve until the next Annual Meeting of Shareholders and until their successors have been duly elected and qualified based upon the following votes:
Shares
NameForAgainstAbstainBroker Non-Votes
Mary K. Brainerd286,232,1937,008,635318,88226,731,614
Giovanni Caforio, M.D.291,427,5791,804,997327,13426,731,614
Kevin A. Lobo277,292,13815,978,467289,10526,731,614
Emmanuel P. Maceda291,665,6891,558,939335,08226,731,614
Sherilyn S. McCoy289,146,3044,094,368319,03826,731,614
Rachel Ruggeri289,657,6983,576,824325,18826,731,614
Andrew K. Silvernail282,194,80611,030,011334,89326,731,614
Lisa M. Skeete Tatum289,545,4303,660,218354,06226,731,614
Ronda E. Stryker277,219,98516,063,582276,14326,731,614
Rajeev Suri289,621,6893,620,812317,20926,731,614
2)The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 was ratified based upon the following votes:
Shares
ForAgainstAbstain
287,650,13132,093,089548,104





3)The 2011 Long-Term Incentive Plan, as amended and restated, was approved based upon the following votes:
Shares
ForAgainstAbstainBroker Non-Votes
274,950,46617,806,456802,78826,731,614
4)The 2011 Performance Incentive Award Plan, as amended and restated, was approved based upon the following votes:
Shares
ForAgainstAbstainBroker Non-Votes
280,240,87812,506,705812,12726,731,614

5)The 2008 Employee Stock Purchase Plan, as amended and restated, was approved based upon the following votes:
Shares
ForAgainstAbstainBroker Non-Votes
285,396,2777,704,633458,80026,731,614

6)The advisory vote on the resolution relating to compensation of our named executive officers was approved based upon the following votes:

Shares
ForAgainstAbstainBroker Non-Votes
269,904,21122,785,808869,69126,731,614

The shareholder proposal related to supporting transparency in political spending was not presented because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal.

ITEM 9.01Financial Statements and Exhibits.
(d)Exhibits
10.1
10.2
10.3
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STRYKER CORPORATION
(Registrant)
Date:May 13, 2025/s/ TINA S. FRENCH
Tina S. French
Vice President, Corporate Secretary

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