syk-20230328

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. __)

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Check the appropriate box:


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x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting 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):


x			No fee required


o			Fee paid previously with preliminary materials


o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11

2825 Airview Boulevard

Kalamazoo, MI 49002

Notice of 2023 Annual Meeting of Shareholders of Stryker Corporation

Date: May 10, 2023

Time: 9:00 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/SYK2023 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. We designed the format of this year's annual meeting to ensure that our shareholders who attend the annual meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Items of Business:

•Elect ten directors;

•Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023;

•Conduct an advisory vote to approve named executive officer compensation;

•Conduct an advisory vote on the frequency of future advisory votes on 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, 2022 is enclosed.

Only shareholders of record on March 13, 2023 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
March 28, 2023

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING ON MAY 10, 2023.

This Proxy Statement, our 2022 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 Demographics			2
Corporate Governance Practices			2
Executive Compensation Philosophy			3
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?			6
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 — Advisory Vote to Approve Named Executive Officer Compensation			12
Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation			13
Shareholder Proposals			14
Proposal 5 — Political Disclosure			14
Stock Ownership			16
Principal Shareholders			16
Security Ownership of Directors and Executive Officers			17
Corporate Governance			18
Board's Role in Strategic Planning and Risk Oversight			18
Independent Directors			18
Board Committees			18
Compensation Risks			20
Board Leadership Structure			20
Executive Sessions of Independent Directors			20


Contacting the Board of Directors			20
Code of Conduct			20
Certain Relationships and Related Party Transactions			20
Approach to Environmental, Social and Governance Related Matters			21
Compensation Discussion and Analysis			22
Named Executive Officers			22
Overview			22
Compensation Objectives			22
Executive Compensation Philosophy			23
The Role of Benchmarking in Our Executive Compensation Decisions			23
Management's Role in Determining Executive Compensation			24
2022 Compensation Decisions			24
2022 Compensation Elements			25
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements			32
Equity Plans and Equity-Based Compensation Award Granting Policy			32
Executive and Non-Employee Director Stock Ownership Guidelines			32
Prohibition of Hedging and Pledging Transactions			33
Recoupment Policy			33
Employment Agreements and Severance Policy			33
Company Tax and Accounting Issues			33
2023 Compensation Decisions			34
Compensation and Human Capital Committee Report			34
Executive Compensation			35
Summary Compensation Table			35
2022 Grants of Plan-Based Awards			36
Outstanding Equity Awards at 2022 Fiscal Year-End			38
2022 Option Exercises and Stock Vested			39
2022 Pension Benefits			39
2022 Nonqualified Deferred Compensation			39
Potential Payments upon Termination or Change in Control			40
Pay versus Performance			42
Ratio of 2022 Compensation of the Chief Executive Officer to that of the Median Employee			44
Compensation of Directors			45
Audit Committee Report			46
Additional Information			47
Proposals for Inclusion in our 2024 Proxy Materials (SEC Rule 14a-8)			47
Director Nominations for Inclusion in our 2024 Proxy Materials (Proxy Access)			47
Other Proposals or Nominations to be Brought Before our 2024 Annual Meeting (Advance Notice)			47
Delinquent Section 16(a) Reports			47
Other Matters			47
Expenses of Solicitation			47


Householding			47
Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure			A-1

PROXY STATEMENT SUMMARY

This summary is intended to provide a broad overview of important information you will find elsewhere in this Proxy Statement and does not contain all the information you should consider. We encourage you to read the entire Proxy Statement before voting.


Meeting Information
Date and Time
May 10, 2023 at 9:00 a.m., Eastern Time. This year’s annual meeting will be held virtually via the internet. See page 5 for information on how to attend the meeting.


Shareholder Voting Matters
Matter	Board Vote Recommendation	See Page
Management Proposals
Proposal 1 — Election of Directors	For each nominee	7
Proposal 2 — Ratify Appointment of Independent Registered Public Accounting Firm	For	11
Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation	For	12
Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation	One year	13
Shareholder Proposals
Proposal 5 — Political Disclosure	Against	14

Our Director Nominees and Board Characteristics

Name

Age*

Director Since

Independent

Committee Membership(3)

Mary K. Brainerd

2017

Yes

Comp&HC, G&N (Chair)

Giovanni Caforio, M.D.

2020

Yes

Comp&HC, G&N

Srikant M. Datar, Ph.D.

2009

Yes

Audit

Allan C. Golston

2011

Yes

Comp&HC (Chair), G&N

Kevin A. Lobo(1)

2012

Sherilyn S. McCoy(2)

2018

Yes

Comp&HC, G&N

Andrew K. Silvernail

2013

Yes

Audit (Chair)

Lisa M. Skeete Tatum

2020

Yes

Audit

Ronda E. Stryker

1984

Yes

G&N

Rajeev Suri

2018

Yes

Audit

_________________

*Age is as of the date of the 2023 Annual Meeting

(1) Chair of the Board, Chief Executive Officer and President

(2) Lead Independent Director

(3) Audit = Audit Committee, Comp&HC = Compensation and Human Capital Committee, G&N = Governance and Nominating Committee

Director Nominee Demographics

Brainerd

Caforio

Datar

Golston

Lobo

McCoy

Silvernail

Skeete

Tatum

Stryker

Suri

Racially/Ethnically Diverse

•

Born Outside U.S.

•

Male

•

Female

•

Years of Service

Average Director Tenure: 11 years

Corporate Governance Practices

Stryker is committed to exercising good corporate governance. Our policies and practices in this regard include the following:

•Majority voting in uncontested elections.

•The Lead Independent Director position entails significant responsibility related to Board leadership and governance.

•All directors are independent other than the Chair, Chief Executive Officer and President.

•Regular executive sessions of independent directors.

•All members of Board Committees are independent.

•Multiple members of our Audit Committee are "audit committee financial experts" pursuant to SEC rules.

•Annual Board and Committee self-evaluations.

•Annual independent director evaluation of the Chair, Chief Executive Officer and President.

•Active Board and Committee oversight of risk and risk management.

•Independent Board Committee oversight of corporate responsibility, which includes environmental, social and governance ("ESG") related topics, with quarterly presentations to directors.

•Independent Board Committee oversight of cybersecurity, with regular presentations to directors.

•No "poison pill" takeover defense plan.

•Proxy access right for shareholders.

•Shareholders' right to call special shareholder meetings.

Executive Compensation Philosophy

Our executive compensation programs are a key component of our ability to attract, motivate and retain talented, qualified executives and are designed to provide a meaningful level of total compensation that is aligned with organizational and individual performance and with the interests of our shareholders in line with the following principles and practices:

•We monitor a comparison group of medical technology and other related companies to ensure that our compensation programs are within observed competitive practices.

•We aim to provide market competitive total direct compensation consisting of base salary, annual bonus and long-term equity incentives (stock awards).

•We emphasize pay for performance. In 2022, the value of the variable performance and stock-based compensation for our Named Executive Officers ("NEOs") averaged 88% of total direct compensation.

•Our annual and long-term incentives align the interests of our executives with those of our shareholders, utilizing challenging performance goals that should result in profitable, sustained business growth over the long term as well as stock price increases over time.

•We regularly evaluate our executive compensation programs to ensure that they do not encourage excessive risk taking.

•Our stock ownership guidelines reflect our conviction that our senior executives and non-employee directors should have meaningful share ownership positions in the Company to reinforce the alignment of the interests of our management and shareholders.

•Our recoupment policy applies to all cash and equity incentive payments made to our elected corporate officers after 2014 in the event of either a material restatement of our financial statements as a result of misconduct or an officer's material misconduct or negligence that results in a material violation of a law or regulation or material Company policy.

•We hold an annual advisory vote regarding NEO compensation, which in 2022 resulted in an approximately 91% favorable vote.

Executive Compensation Practices

Stryker employs a number of practices that reflect our executive compensation philosophy as it relates to our NEOs and other executive officers, including the following:

•Our Compensation and Human Capital Committee retains an independent compensation consultant that reports solely to the Compensation and Human Capital Committee.

•We link the majority of NEO compensation to Company performance.

•We balance short-term and long-term incentives.

•We cap payouts of incentive awards.

•Our guidelines require significant stock ownership and prohibit hedging and pledging transactions.

•We provide limited perquisites and personal benefits to our NEOs.

•We do not have employment or severance agreements.

•We do not allow for contractual change-in-control payments.

•We do not pay tax gross-ups (unless pursuant to our relocation and expatriate assignment practices).

•We do not reprice, exchange or buy out stock options.

Financial Performance


Net Sales						Net Earnings
$ in billions						$ per diluted share


Adjusted Net Earnings(1)						Dividends Paid
$ per diluted share						$ per share of common stock


Financial Overview
(in millions, except per share amounts)	2022	2021	% Change

Net sales	$18,449	$17,108	7.8
Earnings before income taxes	2,683	2,281	17.6
Income taxes	325	287	13.2
Net earnings	2,358	1,994	18.3
Adjusted net earnings(1)	3,571	3,474	2.8

Net earnings per diluted share of common stock:
Reported	6.17	5.21	18.4
Adjusted(1)	9.34	9.09	2.8

Dividends paid per share of common stock	2.78	2.52	10.3
Cash, cash equivalents, and marketable securities	1,928	3,019	(36.1)

______________

(1) Adjusted net earnings and adjusted net earnings per diluted share are non-GAAP financial measures. Refer to "Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure" for additional information.

GENERAL INFORMATION

We are providing these proxy materials in connection with the solicitation by the Board of Directors of proxies to be used during the annual meeting of shareholders of Stryker Corporation to be held on May 10, 2023 and at any adjournment or postponement of the meeting. The solicitation will begin on or about March 28, 2023.


Who Is Entitled to Vote?

At the close of business on March 13, 2023, the record date for the meeting, 379,121,984 shares of our common stock, $0.10 par value ("Common Stock"), were outstanding. For each proposal to be voted on, each shareholder is entitled to one vote for each share of Common Stock owned at the record date.


How Do I Vote?

If you are a shareholder of record, you may vote by proxy in any of the following ways:

•By Internet or Telephone — If you have internet or telephone access, you may submit your proxy by following the voting instructions on the proxy card. If you vote by internet or telephone, you should not return your proxy card.

•By Mail — You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity.

If you vote via the internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on May 9, 2023.

You may also vote during the annual meeting via the internet at www.virtualshareholdermeeting.com/SYK2023. At this site, you will be able to vote electronically. You also will be able to submit questions in writing during the annual meeting.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in "street name." The street name holder will provide you with instructions that you must follow to have your shares voted.

If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your name from the street name holder.


May I Change My Mind after Submitting a Proxy?

If you are a shareholder of record, you may revoke your proxy before it is exercised by:

•Written notice to the Vice President, Corporate Secretary of the Company at 2825 Airview Boulevard, Kalamazoo, Michigan 49002;

•Timely delivery of a valid, later-dated proxy or later-dated vote by internet or telephone; or

•Voting during the annual meeting.

If you are a beneficial owner of shares held in street name, you may submit new voting instructions by contacting your brokerage firm, bank or other holder of record.


What are Broker Non-Votes?

A broker non-vote occurs when the broker, bank or other holder of record that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers,

banks and other street name holders will have discretionary authority to vote only on Proposal 2 (ratification of the appointment of Ernst & Young LLP as our independent registered
public accounting firm for 2023).


What is the Required Vote?

In the election of directors, a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast "for" a director nominee must exceed the number of votes cast "against" that nominee). On all other matters, the vote required to pass is the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of any of the matters. For Proposal 4 (the advisory vote on frequency of future advisory votes on named executive officer compensation), if no frequency receives a majority vote, then the Board will consider the frequency that receives the highest number of votes cast to be the frequency recommended by shareholders.


How Can I Attend the Annual Meeting?

To attend the annual meeting, log in at
www.virtualshareholdermeeting.com/SYK2023. Shareholders will need their unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompany the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.

You can also attend the shareholder meeting as a guest by phone. The telephone number to listen to the meeting is 1-877-328-2502 (U.S. Domestic Toll Free) or 1-412-317-5419 (International). Request the "Stryker Corporation Annual Meeting" when greeted by the operator.


How Can I Submit a Question for the Annual Meeting?

By accessing www.proxyvote.com, our shareholders will be able to submit questions in writing in advance of the annual meeting, vote, view the annual meeting procedures, and obtain copies of proxy materials and our 2022 Annual Report on Form 10-K. Shareholders also may submit questions in writing on the day of or during the annual meeting at
www.virtualshareholdermeeting.com/SYK2023. Shareholders will need their unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials.

As part of the annual meeting, we will hold a live question and answer session, during which we intend to answer all questions submitted in writing before or during the meeting in accordance with the annual meeting procedures which are pertinent to Stryker and the meeting matters, as time permits. Answers to any questions submitted in writing before or during the meeting in accordance with the annual meeting procedures which are pertinent to Stryker and the meeting matters that are not addressed during the meeting will be published following the meeting on our website at www.proxymaterials.stryker.com. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.


What if I Need Technical Assistance?

During the registration period, which begins 30 minutes prior to the start of the annual meeting, we will have a support team ready to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any technical difficulties accessing the virtual meeting during the check-in time, you can call our support team using the numbers provided on the meeting site.


Can I Vote During the Annual Meeting?

Yes. To log in to the annual meeting and to cast your vote electronically during the meeting, you will need the unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompany the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number.


Will a Replay of the Annual Meeting be Available?

A replay of the annual meeting will be made publicly available beginning 24 hours after the meeting at
www.virtualshareholdermeeting.com/SYK2023 until the definitive proxy statement for our 2024 annual meeting of shareholders is filed with the United States Securities and Exchange Commission ("SEC").


Can I Access These Proxy Materials on the Internet?

This Proxy Statement, our 2022 Annual Report on Form 10-K and a link to the means to vote by internet are available at www.proxymaterials.stryker.com.


References to Stryker Websites

References to Stryker websites are for informational purposes only and are not intended to incorporate the linked contents into this Proxy Statement.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Proxy Statement contains statements that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words that identify forward-looking statements include, without limitation, words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, ESG-related matters or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are based on current projections about operations, industry conditions, financial condition and liquidity, are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from such statements, historical experience or our present expectations. A detailed discussion of risks, uncertainties and changes in circumstances that could cause actual results and events to differ materially from such forward-looking statements is included in our filings with the SEC, including in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.

MANAGEMENT PROPOSALS

Proposal 1 — Election of Directors

Ten directors are to be elected to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. All of the nominees listed below are currently members of our Board of Directors. The nominees have consented to serve if elected, and we have no reason to believe that any of them will be unable to serve. If any nominee becomes unavailable for any reason, proxies will be voted for the alternate candidate, if any, chosen by the Board or the number of directors constituting the full Board will be reduced to eliminate the vacancy.

The proxies will be voted for the election of each of the nominees unless instructed otherwise. The Board recommends that shareholders vote FOR all nominees in Proposal 1. Our Restated Articles of Incorporation provide that a director nominee will be elected only if he or she receives a majority of the votes cast in an uncontested election (that is, the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). If a nominee who is currently serving as a director is not re-elected, Michigan law provides that the director would continue to serve as a "holdover director." Accordingly, under our Corporate Governance Guidelines, each director has submitted an advance, contingent, irrevocable resignation that may be accepted if the shareholders do not re-elect the director. In that situation, the Governance and Nominating Committee will promptly consider the resignation and recommend to the Board whether to accept the resignation or reject it. The Board will act on the Governance and Nominating Committee's recommendation no later than 90 days thereafter. The Company will promptly publicly disclose in a filing with the SEC the Board's decision whether to accept the resignation and, if applicable, the reasons for rejecting the tendered resignation. If one or more resignations are accepted by the Board, the Governance and Nominating Committee will recommend to the Board whether to fill the vacancy or vacancies or to reduce the size of the Board.

Set forth below are the nominees for election as directors that were approved by the Board following the recommendation of our Governance and Nominating Committee.


Mary K. Brainerd
						Experience
						•President and Chief Executive Officer of HealthPartners (2002-2017) •Various leadership roles with HealthPartners (1992-2002) •Various leadership roles with Blue Cross and Blue Shield of Minnesota (1984-1992) Key Skills and Experience •Healthcare Industry •Hospital / Payor •Finance Other Affiliations •Director, Bremer Financial Corporation •Director, Securian Financial •Chair, The Nature Conservancy, Minnesota-North Dakota-South Dakota •Director, The Opus Group




Director Since: 2017
Age: 69

Board Committees
Compensation and Human Capital Committee Governance and Nominating Committee


Giovanni Caforio, M.D.
						Experience
						•Chief Executive Officer, Bristol-Myers Squibb (2015-present); Chairman of the Board (2017-present) •Various leadership roles with Bristol-Myers Squibb (2000-2015) Key Skills and Experience •Public Company CEO •Healthcare Industry •International •Finance Other Affiliations •Director, Pharmaceutical Research and Manufacturers of America •Member, Business Roundtable •Member, CEO Roundtable on Cancer




Director Since: 2020
Age: 58

Board Committees
Compensation and Human Capital Committee Governance and Nominating Committee


Srikant M. Datar, Ph.D.
						Experience
						•Dean, Harvard Business School, and George F. Baker Professor of Administration (January 2021-present) •Arthur Lowes Dickinson Professor, Graduate School of Business Administration, Harvard University (1996-2020) Key Skills and Experience •Finance •Technology / Digital •International Other Affiliations •Director, ICF International •Director, T-Mobile US, Inc. •Director, Novartis AG (2003-2021)




Director Since: 2009
Age: 69

Board Committees
Audit Committee


Allan C. Golston
						Experience
						•President, United States Program for the Bill and Melinda Gates Foundation (2006-present) •Chief Financial and Administrative Officer, Bill and Melinda Gates Foundation (2000-2006) •Director of Finance, Swedish Health Services (1997-2000) •Director of Finance and Controller, University of Colorado Hospital (1993-1997) Key Skills and Experience •Finance •Hospital / Payor •Corporate Responsibility •International Other Affiliations •Director, Harley-Davidson, Inc.




Director Since: 2011
Age: 56

Board Committees
Compensation and Human Capital Committee Governance and Nominating Committee


Kevin A. Lobo, Chair, Chief Executive Officer and President
						Experience
						•Chair, Chief Executive Officer and President (2014-2018, 2021-present); Chair and Chief Executive Officer (2018-2021); Chief Executive Officer and President (2012-2014) •Group President, Stryker Orthopaedics (2011-2012) •Various leadership roles with Johnson & Johnson (2003-2011) Key Skills and Experience •Public Company CEO •Healthcare Industry •International •Finance Other Affiliations •Director, The Advanced Medical Technology Association (AdvaMed) •Director, Parker-Hannifin Corporation




Director Since: 2012
Age: 57


Sherilyn S. McCoy, Lead Independent Director
						Experience
						•Chief Executive Officer and Director, Avon Products, Inc. (2012-2018) •Various leadership roles with Johnson & Johnson (1982-2012) Key Skills and Experience •Public Company CEO •Healthcare Industry •International Other Affiliations •Director, AstraZeneca plc •Director, Kimberly-Clark •Director, Novocure (2018 – 2022) •Chair of the Board, Certara, Inc. (2018-2021)




Director Since: 2018
Age: 64

Board Committees
Compensation and Human Capital Committee Governance and Nominating Committee


Andrew K. Silvernail
						Experience
						•Chairman, President and Chief Executive Officer, Madison Industries (January 2021 - December 2021) •Chairman, President and Chief Executive Officer, IDEX Corporation (2011-2020); Vice President, Group Executive (2009-2011) Key Skills and Experience •Public Company CEO •Finance •International Other Affiliations •Executive Advisor, KKR & Co. Inc. •Director, Boys & Girls Club of Lake County




Director Since: 2013
Age: 52

Board Committees
Audit Committee


Lisa M. Skeete Tatum
						Experience
						•Founder and Chief Executive Officer, Landit, Inc. (2014-present) •Angel and Fund Investor (2010-2014) •General Partner, Cardinal Partners (1998-2009) •Founder, STI, Inc. (1995-1998) •Various global and functional roles with Procter and Gamble (1989-1994) Key Skills and Experience •Healthcare Industry •Technology / Digital •Finance Other Affiliations •Board Member, Union Square Hospitality Group •Director, USHG Acquisition Corporation (2021-2022) •Director, World 50, Inc. •Trustee Emeritus, Cornell University




Director Since: 2020
Age: 55

Board Committees
Audit Committee


Ronda E. Stryker
						Experience
						•Director of Stryker Corporation for over 35 years •Vice Chair and Director, Greenleaf Trust (1988-present) Key Skills and Experience •Healthcare Industry •Corporate Responsibility •Largest individual shareholder and a member of the founding family Other Affiliations •Vice Chair, Spelman College •Member, Harvard Medical School Board of Fellows




Director Since: 1984
Age: 68

Board Committees
Governance and Nominating Committee



Rajeev Suri
						Experience
						•Chief Executive Officer and Director, Inmarsat (2021-present) •President and Chief Executive Officer, Nokia (2014-2020); Chief Executive Officer, Nokia Solutions and Networks (2009-2014) •Various leadership roles with Nokia (1995-2009) Key Skills and Experience •Public Company CEO •Finance •International •Technology / Digital Other Affiliations •Director, Singtel




Director Since: 2018
Age: 55

Board Committees
Audit Committee

Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company's independent registered public accounting firm and such firm reports directly to the Audit Committee. Ernst & Young LLP and its predecessor firms, Ernst & Ernst and Ernst & Whinney, have been retained as the Company's independent auditor continuously since 1974. The Audit Committee reviews the qualifications, performance, fees and independence of Ernst & Young LLP and considers whether the firm should be reappointed or whether a different independent registered public accounting firm should be appointed. SEC rules mandate that the independent auditor's lead audit partner be rotated every five years. The process for the selection of the new lead audit partner, which occurred most recently in 2022, included a meeting between the Chair of the Audit Committee and the candidate recommended by Ernst & Young LLP for the role, as well as discussion by the full Audit Committee and management.

The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP is in the best interest of the Company and our shareholders and, at its February 2023 meeting, the Audit Committee appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2023, subject to approval of the scope of the audit engagement and the estimated audit fees, which will be presented to the Audit Committee at its August 2023 meeting. While not required, we are submitting the appointment to the shareholders as a matter of good corporate practice to obtain their views. We expect representatives of Ernst & Young LLP to attend the annual meeting with the opportunity to make a statement if they desire to do so. If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the year 2023. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Stryker and its shareholders.

Fees and Services

The fees (amounts in $) billed by Ernst & Young LLP with respect to the years ended December 31, 2022 and 2021 were as follows:

Audit Fees includes amounts billed for the annual audit of our annual Consolidated Financial Statements, the audit of internal control over financial reporting, the review of the Consolidated Financial Statements included in the quarterly reports on Form 10-Q filed by us during each year, the completion of statutory audits required in certain foreign jurisdictions and consultations concerning accounting matters associated with the annual audit. Audit-Related Fees includes amounts billed for debt offering procedures and audits of our employee benefit plans. Tax Compliance Fees includes amounts for tax compliance services. Other Tax Fees includes amounts for tax advice and tax planning services. We expect that Ernst & Young LLP will provide non-audit services of a similar nature during 2023.

Under its charter, the Audit Committee must pre-approve all audit and non-audit services performed by Ernst & Young LLP, other than non-audit services that satisfy a de minimis exception provided by applicable law, and is ultimately responsible for the determination of the audit fees to be paid to Ernst & Young LLP. All of the services for which fees were disclosed under "Audit Fees," "Audit-Related Fees," "Tax Compliance Fees" and "Other Tax Fees" in the charts above were approved under the Audit Committee's charter. In the event we wish to engage Ernst & Young LLP to perform non-audit services, management prepares a summary of the proposed engagement, detailing the nature of the engagement and cost of the engagement. At the Audit Committee's February meeting, certain recurring non-audit services and the proposed fees are reviewed and evaluated. At subsequent meetings, management may present additional services for approval. The Audit Committee has delegated to the Chair or, in the Chair's absence, any other member of the Audit Committee the authority to evaluate and approve projects and related fees if circumstances require approval between meetings of the Audit Committee. Any such approval is reported to the full Audit Committee at its next meeting. In connection with its review and evaluation of non-audit services, the Audit Committee is required to and does consider and conclude that the provision of the non-audit services is compatible with maintaining the independence of Ernst & Young LLP.

Vote Required

The affirmative vote of a majority of the votes cast at the annual meeting on Proposal 2 is required for ratification. The Board recommends that shareholders vote FOR ratification of the appointment of Ernst & Young LLP as our Company's independent registered public accounting firm for 2023.

Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation

As described under "Compensation Discussion and Analysis" beginning on page 22, our objective in setting executive compensation is to provide a total compensation package that allows us to continue to attract, motivate and retain talented executives who drive our Company's success while aligning compensation with the interests of our shareholders and the achievement of our key business objectives. Consistent with this philosophy, a significant percentage of the total compensation opportunity for each of our NEOs is based on measurable corporate financial performance and on the performance of our shares on a long-term basis.

Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy, as well as the "Summary Compensation Table" and other related compensation tables and narrative disclosure under "Executive Compensation" beginning on page 35 that describe the compensation of our NEOs during each of the last three fiscal years or such shorter number of years that each of them was an NEO. The Compensation and Human Capital Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our shareholders are entitled to an advisory vote to approve the compensation of our named executive officers. This advisory vote is commonly referred to as a "say-on-pay" advisory vote. Pursuant to a policy we adopted in 2011 and reaffirmed in 2017, we provide our shareholders with the opportunity to vote on a "say-on-pay" advisory vote at each annual meeting. Accordingly, in compliance with these requirements and as a matter of good corporate governance, we are asking shareholders to approve the following resolution at our annual meeting:

RESOLVED, that the shareholders of Stryker Corporation (the "Corporation") approve, on an advisory basis, the compensation of the Corporation's named executive officers as disclosed in the Corporation's Proxy Statement for this annual meeting pursuant to the rules of the Securities and Exchange Commission, including "Compensation Discussion and Analysis," the "Summary Compensation Table" and the compensation tables and narrative disclosure under "Executive Compensation."

This advisory vote is non-binding. Although non-binding, the Compensation and Human Capital Committee and the Board will review the results of the vote and take them into account in future determinations concerning our executive compensation program. The Board recommends that shareholders vote FOR the resolution set forth in Proposal 3.

Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation

Pursuant to Section 14A of the Exchange Act, our shareholders are entitled to an advisory vote every six years on how frequently we should seek a "say-on-pay" advisory vote on executive compensation, such as Proposal 3. Shareholders may indicate whether they would prefer that future "say-on-pay" advisory votes should occur every year, every two years or every three years or may abstain from voting on the matter.

When this requirement first came into effect in 2011, our Board determined that an advisory vote on executive compensation that occurs every year was the most appropriate alternative for the Company. In formulating its recommendation, the Board considered that an annual advisory vote provides the most consistent and clear communication channel for shareholders to express their views about our executive compensation programs by allowing them to provide us with direct input every year. A large majority of our shareholders favored the every year alternative at the 2011 annual meeting (approximately 82% of the votes cast) and reaffirmed the every year alternative at the 2017 annual meeting (approximately 92% of the votes cast). As a result, we have held "say-on-pay" advisory votes each year since 2011. Our Board has considered the matter again in light of the requirement that the question be re-submitted to shareholders at the 2023 annual meeting and has recommended that we continue the practice of conducting a "say-on-pay" vote annually. Shareholders are not voting to approve or disapprove the Board's recommendation but will be able to specify one of four choices on the proxy card pertaining to frequency - every year, every other year, every three years or abstain.

Although this advisory vote on the frequency of "say-on-pay" advisory votes is non-binding on the Company, the Board will review the results and take them into consideration when deciding how frequently to conduct future "say-on-pay" advisory votes. If no frequency receives a majority vote, then the Board will consider the frequency that receives the highest number of votes cast to be the frequency recommended by shareholders. We will disclose our decision regarding the frequency of shareholder advisory votes on NEO compensation in light of the results of the shareholder vote on this proposal in a filing with the SEC. The Board recommends that shareholders vote for the "EVERY YEAR" alternative as the frequency with which shareholders are provided an advisory vote on the compensation of our NEOs.

SHAREHOLDER PROPOSALS

Proposal 5 — Political Disclosure

Myra K. Young, who has indicated she is a beneficial owner of no less than $2,000 in market value of shares of the Company's common stock, has notified the Company of her intention to present the following proposal at the Annual Meeting. The address of, and number of shares held by, the proponent will be furnished upon oral or written request made to the Company.

Shareholder Proposal and Statement of Support:

Proposal 5 – Political Disclosure

Resolved: Myra K. Young, of CorpGov.net, requests Stryker Corporation, Inc. ("Stryker" or "Company") provide a report, updated semiannually, disclosing Stryker's:

1.Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

2.Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

a.The identity of the recipient as well as the amount paid to each; and

b.The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the board of directors or relevant board committee and posted on Stryker's website within 12 months after the annual meeting. This proposal does not encompass lobbying spending.

Supporting Statement: As long-term shareholders of Stryker, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

Political spending can adversely impact a company's reputation, value, and bottom line. The risk is especially serious when involving trade associations, Super PACs, 527 committees, and "social welfare" organizations – groups that routinely pass money to or spend on behalf of candidates and political causes companies might not otherwise support.

The Conference Board's "Under a Microscope"1 details these risks, recommends the process suggested in this proposal, and warns "a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity—and the risks that come with it—into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values."

We ask Stryker to disclose all its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes—and are otherwise undisclosed. This would bring our Company in line with leading companies, including Becton, Dickinson and Company, Bristol-Myers Squibb Company, and Boston Scientific Corp.

Without knowing the recipients of Stryker's political dollars, we cannot assess alignment with its policies on climate change and sustainability or other areas of concern.

Consider also: Contrary best practice,2 Stryker closed the polls ten seconds after presentation of the last proposal at its 2022 annual meeting, allowing shareholders no time to vote. If shareholders fail to present their proposals, companies can exclude future proposals for two years. Stryker treats their side of the process as an empty ritual.

Enhance Shareholder Value, Vote FOR

Political Disclosure – Proposal 5

1 https://www.conference-board.org/publications/

2 https://optimizeronline.com/how-and-when-to-properly-open-and-close-the-polls/

The Company's Statement in Opposition to Proposal 5:

The Board recommends that shareholders vote AGAINST Proposal 5, as the Board believes the proposal’s requested disclosure is unnecessary and not in the best interests of the shareholders given that Stryker’s political contributions are limited and Stryker has appropriate board-level oversight of Stryker's political contributions strategy.

Our political contributions are limited.

While we support the proposal’s stated objectives of transparency and accountability, we believe the proposal’s requested disclosure is not necessary in light of our nearly non-existent political contributions. We do not directly make contributions or expenditures to participate or intervene in any campaign on behalf of, or in opposition to, any candidate for public office or to influence the general public with respect to the candidate for a specific election at the U.S. federal, state or local level. Further, we do not have a Company-sponsored Political Action Committee and, therefore, we do not currently make any U.S. or state campaign contributions.

We participate in certain industry trade organizations for many important reasons, including business, technical and industry standard-setting expertise. While we may not support each of the initiatives of every association in which we participate or align with every position of every association to which we belong, we believe it is important to participate in the discussions these organizations have on industry-relevant topics so that important decisions that may affect our business, employees, customers and shareholders are made with our input.

Moreover, U.S. federal and all 50 state election laws require either the contributor or the recipient campaign or committee to publicly file reports disclosing such contributions, including quarterly reporting for all U.S. federal lobbying activity and expenditures and semi-annual reporting for U.S. political contributions. As already indicated, we have nothing to currently report and have not previously reported any contributions. However, if in the future we make any political contributions that must be reported, we will comply with all applicable federal, state and local campaign finance and lobbying laws.

Stryker has appropriate board oversight of the Company's strategy with respect to political contributions.

The Company's strategy regarding political contributions and broader public policy positions is determined by senior management. Our Governance and Nominating Committee, which is comprised entirely of independent directors, oversees this strategy in accordance with the Governance and Nominating Committee’s responsibility for overseeing key risks and risk management issues facing the Company. We believe our disclosures are appropriate in light of our current strategy and practices.

Recommendation of the Board:

For the foregoing reasons, the Board recommends that shareholders vote AGAINST Proposal 5. As with all proposals, if the proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

The Board recommends that shareholders vote AGAINST the shareholder proposal entitled "Political Disclosure."

STOCK OWNERSHIP


Principal Shareholders

The following table sets forth certain information with respect to beneficial ownership of Common Stock by the only persons known by us to be the beneficial owners of more than 5% of our Common Stock.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (#)	Percentage of Class (%)
The Vanguard Group, Inc.	30,246,178(1)	8.0
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
BlackRock, Inc.	24,494,206(2)	6.5
55 East 52nd Street
New York, New York 10055
Ronda E. Stryker	20,067,333(3)	5.3
c/o Greenleaf Trust
211 South Rose Street
Kalamazoo, Michigan 49007
John W. Brown	20,056,245(4)	5.3
3060 Peachtree Road, NW
Atlanta, Georgia 30305
Greenleaf Trust	19,869,434(5)	5.2
211 South Rose Street
Kalamazoo, Michigan 49007

______________

(1) This information is based solely on information as of December 30, 2022 contained in a filing with the SEC on February 9, 2023. The Vanguard Group, Inc. has shared voting power with respect to 492,973 shares, sole dispositive power with respect to 28,828,804 shares and shared dispositive power with respect to 1,417,374 shares.

(2) This information is based solely on information as of December 31, 2022 contained in a filing with the SEC on February 1, 2023. BlackRock, Inc. has sole voting power with respect to 22,218,799 shares and sole dispositive power with respect to 24,494,206 shares.

(3) This information is based solely on information as of February 28, 2023 provided by Ms. Ronda E. Stryker. The shares of Common Stock shown as beneficially owned by Ms. Stryker include 17,373 shares that she has the right to acquire within 60 days of February 28, 2023 upon exercise of stock options and vesting of restricted stock units. Ms. Stryker has sole voting and dispositive power with respect to 4,156,967 of the shares of Common Stock shown as beneficially owned by her, sole voting and shared dispositive power with respect to 11,423 shares, no voting and shared dispositive power with respect to 37,600 shares and shared voting and dispositive power with respect to the remaining 15,843,970 shares. As a result of certain rights that she has under the terms of the L. Lee Stryker Trust established on September 10, 1974 for the benefit of members of the Stryker Family (the "Stryker Family Trust"), Ms. Stryker may be deemed to share voting power and dispositive power with respect to 15,843,970 shares with Greenleaf Trust, the trustee of a subtrust for her benefit under the Stryker Family Trust. See note (5) below.

(4) This information is based solely on information as of December 31, 2022 provided by Mr. John W. Brown as contained in a filing with the SEC on February 9, 2021. Mr. Brown has sole voting and dispositive power with respect to 19,796,245 shares of Common Stock shown as beneficially owned by him and shared voting and dispositive power with respect to 260,000 shares.

(5) This information is based solely on information as of December 31, 2022 contained in a filing with the SEC on February 10, 2023. Greenleaf Trust holds these securities in a fiduciary capacity on behalf of various trusts and investment management customers, some of whom have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock. Greenleaf Trust has sole voting power with respect to 100,369 shares, shared voting power with respect to 19,769,065 shares, sole dispositive power with respect to 96,119 shares and shared dispositive power with respect to 19,773,315 shares. See note (3) above regarding the shared voting power and dispositive power with respect to 15,843,970 shares of Common Stock held by a subtrust for the benefit of Ronda E. Stryker under the terms of the Stryker Family Trust.


Security Ownership of Directors and Executive Officers

The following table sets forth certain information about the ownership of Common Stock as of February 28, 2023 by our current directors, the executive officers identified as our NEOs in the "Compensation Discussion and Analysis" section beginning on page 22 and the persons who were our executive officers and directors as of February 28, 2023 as a group.

Number of Shares Owned (#)(2)

Right to

Acquire (#)(3)

Total (#)(6)

Percentage of Outstanding Shares (%)

Directors:

Mary K. Brainerd

4,269

3,005

7,274

Giovanni Caforio, M.D.

693

316(4)

SEC Form DEF 14A filed by Stryker Corporation