STRYKER

2017 Proxy Statement

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41 Name Number of Options Granted (#) Number of Restricted Stock Units Granted (#) Number of Performance Stock Units Granted at Target (#) Kevin A. Lobo 905,390 — 251,566 Glenn S. Boehnlein 112,775 5,700 17,992 Timothy J. Scannell 242,915 4,065 81,674 David K. Floyd 201,125 2,169 56,008 Lonny J. Carpenter 173,220 6,216 56,944 William R. Jellison 121,640 15,991 14,418 All current executive officers as a group (12 persons) 1,937,730 49,768 524,180 Current non-management directors as a group (7 persons) 114,275 25,704 — Nominees for election as directors as a group (8 persons) (1) 1,019,665 25,704 251,566 Associates of directors, executive officers or nominees as a group (zero persons) — — — Other persons who received or are to receive 5% of such options, restricted stock units or performance stock units as a group (zero persons) — — — All employees as a group, excluding current executive officers 9,007,650 2,231,330 95,782 ______________ (1) Values for each type of award are equal to the amounts for Mr. Lobo plus those included in the "Current non-management directors as a group" category. Certain Interests of Directors In considering the recommendation of our Board with respect to the approval of the 2011 Plan, shareholders should be aware that members of our Board have certain interests, which may present them with conflicts of interest in connection with this proposal. As discussed above, directors are eligible to receive awards under the 2011 Plan. For more information about the compensation we pay to our directors, see "Compensation of Directors" on page 32. Our Board recognizes that approval of this proposal may benefit our current directors and their successors. Equity Compensation Plan Information Set forth in the following table is information with respect to our equity compensation plans under which Common Stock of the Company was authorized for issuance as of December 31, 2016. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (2) Equity compensation plans approved by shareholders (1) 16,264,915 $67.12 14,269,539 ______________ (1) Includes the 2011 Plan, as well as the existing 2011 Performance Incentive Award Plan pursuant to which shares of Common Stock may be awarded to employees of the Company and its operating subsidiaries and divisions in recognition of outstanding performance and achievements in sales, research and development, operations and other areas. (2) Includes the following number of shares under our equity compensation plans: 10,482,829 shares in the 2011 Plan, 192,991 shares in the 2011 Performance Incentive Award Plan and 3,593,719 shares in the 2008 Employee Stock Purchase Plan. There are no equity compensation plans that were not approved by shareholders. Vote Required Approval of the 2011 Plan requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. In the event the shareholders do not ratify the amendment and restatement of the 2011 Plan, awards may continue to be made under the 2011 Plan until there are no additional shares available from the 25,000,000 authorized currently, but no awards may be made after December 31, 2018. The Board recommends that shareholders vote FOR the approval of the amendment and restatement of the 2011 Plan as set forth herein.

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