8-K

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 4, 2022

STRYKER CORPORATION

(Exact name of registrant as specified in its charter)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

On May 4, 2022, the Company’s Board of Directors (the “Board”) approved Board leadership and Committee assignment changes, pursuant to which (i) Sherilyn S. McCoy replaced Allan C. Golston as Lead Independent Director and (ii) Mary K. Brainerd replaced Ms. McCoy as Chair of the Governance and Nominating Committee. The new Board leadership and Committee assignments are as set forth below:

A copy of the press release announcing these assignments is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | | --- | --- || (d) | Exhibits | | | --- | --- | --- | | | 99.1 | Press release, dated May 5, 2022 | | | 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |

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.

Document

2825 Airview Boulevard

Kalamazoo, MI 49002

Press release

Date:    May 5, 2022

Stryker announces board changes following Annual Meeting of Shareholders

Kalamazoo, Michigan – May 5, 2022 – Stryker (NYSE: SYK) announced that on May 4, 2022, the company’s board of directors approved board leadership and committee assignment changes, naming Sherilyn S. McCoy to replace Allan C. Golston as Lead Independent Director, and Mary K. Brainerd to replace Ms. McCoy as Chair of the Governance and Nominating Committee.

Mr. Golston has been a member of Stryker’s Board of Directors since 2011 and has served as Lead Independent Director since 2016 and Chair of the Compensation Committee since 2021.

“Allan has provided strong leadership for our independent directors and has helped us build a highly effective and diverse board,” said Kevin A. Lobo, Chair & Chief Executive Officer.

Ms. McCoy has been a member of Stryker’s Board of Directors since 2018 and has served as Chair of the Governance and Nominating Committee since 2019. Ms. Brainerd has been a member of Stryker’s Board of Directors since 2017 and has served on each of the board committees during her tenure.

“We are proud to have independent directors with varied experiences, perspectives and talents serving on our board,” said Mr. Lobo. “Stryker is committed to diversity and board refreshment, including rotation of committee chair assignments, which enhances our ability to support our customers to make healthcare better.”

The board leadership and committee assignments are now as follows below:

•Chair of the Board – Kevin A. Lobo

•Lead Independent Director – Sherilyn S. McCoy

•Audit Committee – Andrew K. Silvernail (Chair), Srikant M. Datar, Lisa M. Skeete Tatum and Rajeev Suri

•Compensation Committee – Allan C. Golston (Chair), Mary K. Brainerd, Giovanni Caforio and Sherilyn S. McCoy

•Governance and Nominating Committee – Mary K. Brainerd (Chair), Giovanni Caforio, Allan C. Golston, Sherilyn S. McCoy and Ronda E. Stryker

About Stryker

Stryker is one of the world’s leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in Medical and Surgical, Neurotechnology, Orthopaedics and Spine that help improve patient and healthcare outcomes. Alongside its customers around the world, Stryker impacts more than 100 million patients annually. More information is available at www.stryker.com.

Contacts

For investor inquiries please contact:

Preston Wells, Vice President, Investor Relations at 269-385-2600 or preston.wells@stryker.com

For media inquiries please contact:

Yin Becker, Vice President, Chief Corporate Affairs Officer at 269-385-2600 or yin.becker@stryker.com