STRYKER

Stryker Corp 2014 Proxy

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4 Security Ownership of Directors and Executive Officers The following table sets forth certain information about the ownership of Common Stock as of January 31, 2014 by our current directors, all of whom are standing for reelection except Mr. Lance whose resignation is effective March 31, 2014, the executive officers and former executive officer identified as our Named Executive Officers ("NEOs") in the "Compensation Discussion and Analysis" on page 9 and all of our executive officers and directors as a group. Name Number of Shares Owned (#)(2) Right to Acquire (#)(3) Total (#)(4) Percentage of Outstanding Shares (%) Directors: Howard E. Cox, Jr. ........................................................................ 597,957 67,274 665,231 * Srikant M. Datar, Ph.D. ................................................................. 4,225 25,963 30,188 * Roch Doliveux, DVM ................................................................... 4,225 13,439 17,664 * Louise L. Francesconi ................................................................... 13,225 51,274 64,499 * Allan C. Golston ........................................................................... 3,975 7,303 11,278 * Howard L. Lance ........................................................................... 6,724 26,299 33,023 * Kevin A. Lobo ............................................................................... 2,747 83,589 86,336 * William U. Parfet .......................................................................... 325,425 51,074 376,499 * Andrew K. Silvernail .................................................................... 0 0 0 * Ronda E. Stryker ........................................................................... 28,700,675 67,274 28,767,949 7.6 Named Executive Officers(1): William R. Jellison ........................................................................ 1,000 0 1,000 * Ramesh Subrahmanian .................................................................. 3,163 36,262 39,425 * Timothy J. Scannell ....................................................................... 41,613 387,525 429,138 * David K. Floyd .............................................................................. 0 14,894 14,894 * Dean H. Bergy ............................................................................... 117,147 147,347 264,494 * Executive officers and directors as a group (20 persons) ............. 29,969,607 1,569,387 31,538,994 8.4 ______________ * Less than 1%. (1) Other than Kevin A. Lobo, who is also a director. (2) Excludes shares that may be acquired through stock option exercises or vesting of restricted stock units or performance stock units within 60 days after January 31, 2014. (3) Includes shares that may be acquired within 60 days after January 31, 2014 upon exercise of options and vesting of shares underlying restricted stock units or performance stock units. (4) Except for the shared beneficial ownership of certain shares of Common Stock by Ms. Stryker (17,275,768 shares) and Dr. Datar (1,000 shares), such persons hold sole voting and disposition power with respect to the shares shown in this column. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS We manage our business under the direction of our Board of Directors. The Board conducts its business through meetings of the Board and its committees. The Board has adopted Corporate Governance Guidelines that are available in the Corporate Governance area of the Investor section of our website at www.stryker.com/investors/governanceguidelines. We will mail a copy to any shareholder upon request to the Vice President, Corporate Secretary at 2825 Airview Boulevard, Kalamazoo, Michigan 49002. During 2013, the Board held ten meetings. There were also a total of 21 committee meetings during 2013. Each director attended more than 75% of the total meetings of the Board and the committees on which he or she served in 2013. We expect our directors to attend the annual meeting of shareholders unless they have a schedule conflict or other valid reason. All members of the Board attended the 2013 annual meeting. Board's Role in Strategic Planning and Risk Oversight Our Board is responsible for directing and overseeing the management of the Company's business in the best interests of the shareholders and consistent with good corporate citizenship. The Board oversees strategic direction and priorities for the Company, approves the selection of the senior management team and monitors risk and performance. At one meeting each year, the Board and management focus on the Company's overall strategic plan and direction. In December the capital plan and budget for the next year are reviewed. A fundamental part of setting the Company's business strategy is the assessment of the risks the Company faces and how they are managed. The Board and the Audit Committee meet regularly throughout the year with our financial, treasury, internal audit, legal and compliance management teams to assess the financial, legal/compliance and operational/strategic risks throughout our businesses and review our insurance and other risk management programs and policies to enable the Board to exercise its ultimate oversight

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