Independent
Tenure on this board
9.4 yrs
10 nominees · 3 ballot items.
Elect ten directors; Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for 2026; Advisory 'say-on-pay' vote to approve named executive officer compensation.
Elect ten directors to serve until the next annual meeting and until their successors are elected and qualified; Board recommends voting FOR each nominee.
Ratify the appointment of Ernst & Young LLP as Stryker's independent registered public accounting firm for 2026; Board recommends FOR.
Proposal asks shareholders to ratify Ernst & Young LLP as the company's independent registered public accounting firm for 2026. Management seeks shareholder approval as a matter of good corporate practice even though the Audit Committee appoints the auditor. Context: Ernst & Young has been Stryker's auditor (or predecessors) since 1974, the Audit Committee reviews auditor qualifications, performance, fees and independence, and lead audit partner rotation policies are followed. The Audit Committee appointed EY subject to approval of scope and fees, and will consider a different firm if appointment is not ratified. The Board recommends FOR because it believes EY's continued retention is in the best interests of the company and shareholders, citing committee review of qualifications and independence and the firm's long tenure and familiarity with the company.
Advisory 'say-on-pay' vote to approve the compensation of named executive officers as disclosed in the proxy statement; Board recommends FOR.
Proposal asks shareholders to provide a non-binding advisory approval of the company's named executive officer compensation as disclosed in the proxy materials. Management is seeking shareholder affirmation of its compensation philosophy and decisions, which emphasize pay-for-performance, significant variable compensation tied to financial and relative performance measures, and robust governance controls (independent consultant, recoupment/clawback policies, stock ownership guidelines). Context includes the company's 2025 compensation outcomes (e.g., average bonus payout at target, long-term PSU structure, and strong pay versus performance alignment) and prior 92% favorable say-on-pay vote in 2025. The Board recommends FOR, noting the Compensation and Human Capital Committee's oversight and use of benchmarking and independent advice to set compensation. As non-binding, the Board will consider the vote in future compensation determinations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.8% | 22,383,181 | $7.4B |
| 2 | GREENLEAF TRUST | 4.2% | 15,938,070 | $5.2B |
| 3 | STATE STREET CORP | 4.0% | 15,349,165 | $5.1B |
| 4 | BlackRock, Inc. | 2.6% | 10,135,827 | $3.3B |
| 5 | JPMORGAN CHASE CO | 2.5% | 9,641,865 | $3.1B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.5% | 9,539,263 | $3.1B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.2% | 8,334,244 | $2.7B |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.0% | 7,639,194 | $2.5B |
| 9 | BlackRock, Inc. | 1.9% | 7,167,653 | $2.4B |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 6,649,615 | $2.2B |
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