Stryker Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SYK
Medical/Dental Instruments
Health Care
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
(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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| ITEM 5.02 | Departure 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 5.07 | Submission 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 | ||||||||||||||
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Mary K. Brainerd | 286,232,193 | 7,008,635 | 318,882 | 26,731,614 | ||||||||||
| Giovanni Caforio, M.D. | 291,427,579 | 1,804,997 | 327,134 | 26,731,614 | ||||||||||
| Kevin A. Lobo | 277,292,138 | 15,978,467 | 289,105 | 26,731,614 | ||||||||||
| Emmanuel P. Maceda | 291,665,689 | 1,558,939 | 335,082 | 26,731,614 | ||||||||||
| Sherilyn S. McCoy | 289,146,304 | 4,094,368 | 319,038 | 26,731,614 | ||||||||||
| Rachel Ruggeri | 289,657,698 | 3,576,824 | 325,188 | 26,731,614 | ||||||||||
| Andrew K. Silvernail | 282,194,806 | 11,030,011 | 334,893 | 26,731,614 | ||||||||||
| Lisa M. Skeete Tatum | 289,545,430 | 3,660,218 | 354,062 | 26,731,614 | ||||||||||
| Ronda E. Stryker | 277,219,985 | 16,063,582 | 276,143 | 26,731,614 | ||||||||||
| Rajeev Suri | 289,621,689 | 3,620,812 | 317,209 | 26,731,614 | ||||||||||
| 2) | The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 was ratified based upon the following votes: | ||||
| Shares | ||||||||
| For | Against | Abstain | ||||||
| 287,650,131 | 32,093,089 | 548,104 | ||||||
| 3) | The 2011 Long-Term Incentive Plan, as amended and restated, was approved based upon the following votes: | ||||
| Shares | |||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 274,950,466 | 17,806,456 | 802,788 | 26,731,614 | ||||||||
| 4) | The 2011 Performance Incentive Award Plan, as amended and restated, was approved based upon the following votes: | ||||
| Shares | |||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 280,240,878 | 12,506,705 | 812,127 | 26,731,614 | ||||||||
| 5) | The 2008 Employee Stock Purchase Plan, as amended and restated, was approved based upon the following votes: | ||||
| Shares | |||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 285,396,277 | 7,704,633 | 458,800 | 26,731,614 | ||||||||
| 6) | The advisory vote on the resolution relating to compensation of our named executive officers was approved based upon the following votes: | ||||
| Shares | |||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 269,904,211 | 22,785,808 | 869,691 | 26,731,614 | ||||||||
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 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 10.3 | |||||||||||
| 104 | The 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 | |||||||||||