Stryker Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to serve until the next annual meeting and until their successors are elected and qualified; Board recommends voting FOR each nominee.

2. 2

   Ratification of Appointment of our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as Stryker's independent registered public accounting firm for 2026; Board recommends FOR.

   More detail

   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.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Advisory 'say-on-pay' vote to approve the compensation of named executive officers as disclosed in the proxy statement; Board recommends FOR.

   More detail

   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.

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When is the Stryker Corp 2026 annual meeting?

Stryker Corp (SYK) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Stryker Corp 2026 meeting?

The record date for the Stryker Corp 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Stryker Corp's 2026 meeting?

The board is presenting 10 director nominees at the Stryker Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Stryker Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Stryker Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.