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 3, 2017
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan (State or other jurisdiction of incorporation) | 000-9165 (Commission File Number) | 38-1239739 (IRS Employer Identification No.) |
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2825 Airview Boulevard, Kalamazoo, Michigan (Address of principal executive offices) | 49002 (Zip Code) |
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| Registrant's telephone number, including area code: 269.385.2600 |
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))
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. [ ]
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
At the Company’s Annual Meeting of Shareholders held on May 3, 2017, shareholders voted on eight proposals and cast their votes as follows:
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| | Shares | |
| Name | For | Against | Abstain | Broker Non-Votes |
| Howard E. Cox, Jr. | 292,157,228 | 13,939,391 | 287,204 | 35,103,571 |
| Srikant M. Datar, Ph.D. | 303,767,213 | 2,341,740 | 274,870 | 35,103,571 |
| Roch Doliveux, DVM | 304,538,982 | 1,520,325 | 324,516 | 35,103,571 |
| Louise L. Francesconi | 302,048,059 | 3,550,485 | 785,279 | 35,103,571 |
| Allan C. Golston | 302,414,009 | 3,641,125 | 328,689 | 35,103,571 |
| Kevin A. Lobo | 300,028,561 | 5,773,228 | 582,034 | 35,103,571 |
| Andrew K. Silvernail | 302,302,955 | 3,739,358 | 341,510 | 35,103,571 |
| Ronda E. Stryker | 277,912,560 | 28,259,980 | 211,283 | 35,103,571 |
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| 2 |
| Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017: |
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| Shares |
| For | Against | Abstain |
| 331,914,145 | 9,267,470 | 305,779 |
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| 3 |
| Approval of the 2011 Long-Term Incentive Plan, as amended and restated: |
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| Shares |
| For | Against | Abstain | Broker Non-Votes |
| 293,492,121 | 12,387,811 | 503,891 | 35,103,571 |
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| 4 |
| Approval of the 2011 Performance Incentive Plan, as amended and restated: |
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| Shares |
| For | Against | Abstain | Broker Non-Votes |
| 298,332,907 | 7,542,328 | 508,588 | 35,103,571 |
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| 5 |
| Approval of the 2008 Employee Stock Purchase Plan, as amended and restated: |
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| Shares |
| For | Against | Abstain | Broker Non-Votes |
| 304,776,652 | 1,191,868 | 415,303 | 35,103,571 |
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| 6 |
| Re-approval of the material terms of the performance goals under the Executive Bonus Plan: |
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| Shares |
| For | Against | Abstain | Broker Non-Votes |
| 302,009,437 | 3,830,245 | 544,141 | 35,103,571 |
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| 7 |
| Advisory vote to approve named executive compensation: |
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| Shares |
| For | Against | Abstain | Broker Non-Votes |
| 296,096,705 | 9,315,184 | 971,934 | 35,103,571 |
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| 8 |
| Advisory vote on the frequency of future advisory votes on executive compensation: |
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| Shares |
| One Year | Two Years | Three Years | Abstain |
| 282,914,938 | 1,071,889 | 21,628,621 | 768,375 |
The results of the shareholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of the Company's Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of shareholder votes on the compensation of executives.
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.
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| | STRYKER CORPORATION |
| | (Registrant) |
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| May 8, 2017 | /s/ GLENN S. BOEHNLEIN |
| Date | Glenn S. Boehnlein |
| | Vice President, Chief Financial Officer |
