Issue link: http://catalog.e-digitaleditions.com/i/801297
TABLE OF CONTENTS Section Page Proxy Statement Summary 1 General Information 4 Stock Ownership 5 Information About the Board of Directors and Corporate Governance Matters 7 Compensation Discussion and Analysis 10 Compensation Committee Report 23 Executive Compensation 24 Compensation of Directors 32 Audit Committee Report 33 Proposal 1 — Election of Directors 34 Proposal 2 — Ratification of Appointment of Our Independent Registered Public Accounting Firm 36 Proposal 3 — Approval of the 2011 Long-Term Incentive Plan, as Amended and Restated 37 Proposal 4 — Approval of the 2011 Performance Incentive Award Plan, as Amended and Restated 42 Proposal 5 — Approval of the 2008 Employee Stock Purchase Plan, as Amended and Restated 44 Proposal 6 — Re-approval of the Material Terms of the Performance Goals under the Executive Bonus Plan 46 Proposal 7 — Advisory Vote to Approve Named Executive Officer Compensation 49 Proposal 8 — Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation 50 Additional Information 51 Appendix A — Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated A-1 Appendix B — Stryker Corporation 2011 Performance Incentive Award Plan, as Amended and Restated B-1 Appendix C — Stryker Corporation 2008 Employee Stock Purchase Plan, as Amended and Restated C-1 Appendix D — Stryker Corporation Executive Bonus Plan D-1 Appendix E — Non-GAAP Financial Measures E-1