Stryker (SYK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to be held virtually, with shareholders able to vote and ask questions online.

• Key business includes electing ten directors, ratifying the auditor, approving amendments to incentive and stock purchase plans, an advisory vote on executive compensation, and a shareholder proposal on political spending transparency.

• Shareholders of record as of March 10, 2025, are eligible to vote; proxy materials and annual report are available online.

Voting matters and shareholder proposals

• Proposals include: election of ten directors, ratification of Ernst & Young LLP as auditor, approval of amended 2011 Long-Term Incentive Plan, 2011 Performance Incentive Award Plan, and 2008 Employee Stock Purchase Plan, advisory vote on executive compensation, and a shareholder proposal for political spending transparency.

• Board recommends voting for all management proposals and against the shareholder proposal, citing existing disclosures and oversight.

• Shareholder proposal requests semiannual reporting on political contributions and expenditures; Board opposes, stating current disclosures are sufficient.

Board of directors and corporate governance

• Board consists of ten nominees, with a mix of tenure, gender, and ethnic diversity; average tenure is 10 years.

• All directors except the CEO are independent; Board committees are fully independent.

• Board committees: Audit, Compensation and Human Capital, and Governance and Nominating, each with defined oversight roles.

• Lead Independent Director role provides additional governance and oversight.

• Annual board and committee self-evaluations and independent director evaluation of the CEO.