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Table of Contents 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, 2015 by our current directors, all of whom are standing for reelection, the executive officers 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. 605,337 56,893 662,230 * Srikant M. Datar, Ph.D. 5,605 34,248 39,853 * Roch Doliveux, DVM 15,765 8,945 24,710 * Louise L. Francesconi 14,605 56,893 71,498 * Allan C. Golston 5,355 10,923 16,278 * Kevin A. Lobo 8,742 218,627 227,369 * William U. Parfet 308,348 56,693 365,041 * Andrew K. Silvernail 0 1,960 1,960 * Ronda E. Stryker 27,646,055 64,893 27,710,948 7.3 Named Executive Officers (1) : William R. Jellison 1,000 18,955 19,955 * Timothy J. Scannell 43,035 437,745 480,780 * Ramesh Subrahmanian 12,355 74,687 87,042 * David K. Floyd 75 37,676 37,751 * Executive officers and directors as a group (19 persons) 28,740,933 1,494,576 30,235,509 8.0 ______________ * 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, 2015. (3) Includes shares that may be acquired within 60 days after January 31, 2015 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 dispositive 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. During 2014, the Board held nine meetings. Each director attended more than 75% of the total meetings of the Board and the committees on which he or she served in 2014. 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 2014 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 practice. 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. At the meeting 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 and the Governance and Nominating 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 responsibility for the Company's risk management processes. Independent Directors Under the listing standards of the New York Stock Exchange ("NYSE"), a director is not independent unless the Board determines that he or she has no material relationship with Stryker, either directly or through any organization with which he or she is affiliated that