Stryker (SYK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 9, 2026, are eligible to vote, with multiple voting methods available.

• The proxy statement includes forward-looking statements and outlines procedures for submitting proposals for the 2027 meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, ratify Ernst & Young LLP as the independent auditor for 2026, and approve executive compensation on an advisory basis.

• Shareholders can submit proposals for the 2027 meeting under SEC Rule 14a-8 and nominate directors via proxy access if eligibility criteria are met.

Board of directors and corporate governance

• The board consists of ten nominees with diverse backgrounds and skills, with an average tenure of 11 years.

• All directors except the Chair/CEO are independent; robust governance practices include annual elections, majority voting, and regular board refreshment.

• The board has Audit, Compensation and Human Capital, and Governance and Nominating Committees, all composed of independent directors.

• The Lead Independent Director has significant responsibilities, and the board regularly evaluates its leadership structure.