syk-20250325

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 Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement


o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


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

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
March 25, 2025

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

SEC Form DEF 14A filed by Stryker Corporation