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Table of Contents 1 2825 Airview Boulevard Kalamazoo, MI 49002 ____________________ PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS April 29, 2015 ____________________ GENERAL INFORMATION We are providing these proxy materials in connection with the solicitation by the Board of Directors of proxies to be used at the annual meeting of shareholders of Stryker Corporation to be held on April 29, 2015 and at any adjournment or postponement of the meeting. The solicitation will begin on or about March 19, 2015. What am I voting on? You will be voting on three proposals at our annual meeting: • Election of nine directors; • Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015; and • Advisory vote to approve the Company's named executive officer compensation. What are the recommendations of the Board of Directors? All shares represented by a properly executed proxy will be voted unless the proxy is revoked and, if a choice is specified, your shares will be voted in accordance with that choice. If no choice is specified, the proxy holders will vote your shares according to the recommendations of the Board of Directors, which are included in the discussion of each matter later in this proxy statement. In summary, the Board of Directors recommends that you vote: • FOR the election of the nominees for directors; • FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015; and • FOR the approval of the resolution set forth in Proposal 3 regarding the advisory vote to approve the Company's named executive officer compensation. In addition, the proxy holders may vote in their discretion with respect to any other matter that properly comes before the meeting. Who is entitled to vote? At the close of business on March 2, 2015, the record date for the meeting, 378,976,916 shares of our common stock, $0.10 par value ("Common Stock"), were outstanding. For each proposal to be voted on, each shareholder is entitled to one vote for each share of Common Stock owned at that time. How do I vote? If you are a shareholder of record, you may vote by proxy in any of the following ways: • By Internet or Telephone — If you have internet or telephone access, you may submit your proxy by following the voting instructions on the proxy card. If you vote by internet or telephone, you should not return your proxy card. • By Mail — You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity. If you vote via the internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on April 28, 2015. You may also vote in person at the annual meeting or you may be represented by another person at the meeting by executing a proxy designating that person. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in "street name." The street name holder will provide you with instructions that you must follow to have your shares voted.