Issue link: http://catalog.e-digitaleditions.com/i/955392
Dollar amounts in millions except per share amounts or as otherwise specified. 33 ITEM 9B. OTHER INFORMATION. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information regarding our executive officers appears under the caption "Executive Officers" in Part I, Item 1 of this report. Information regarding our directors and certain corporate governance and other matters appearing under the captions "Information About the Board of Directors and Corporate Governance Matters," "Proposal 1—Election of Directors," and "Additional Information—Section 16(a) Beneficial Ownership Reporting Compliance" in the 2018 proxy statement is incorporated herein by reference. The Corporate Governance Guidelines adopted by our Board of Directors, as well as the charters of each of the Audit Committee, the Governance and Nominating Committee and the Compensation Committee and the Code of Ethics applicable to the principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions are posted on the "Investors—Corporate Governance" section of our website at www.stryker.com. ITEM 11. EXECUTIVE COMPENSATION. Information regarding the compensation of our management appearing under the captions "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation" and "Compensation of Directors" in the 2018 proxy statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information under the caption "Stock Ownership" in the 2018 proxy statement is incorporated herein by reference. On December 31, 2017 we had an equity compensation plan under which options were granted at a price not less than fair market value at the date of grant and under which awards of restricted stock units (RSUs) and performance stock units (PSUs) were made. Options and RSUs were also awarded under a previous plan. Additional information regarding our equity compensation plans appears in Note 1 and Note 8 to our Consolidated Financial Statements. On December 31, 2017 we also had a stock performance incentive award program pursuant to which shares of our common stock were and may be issued to certain employees with respect to performance. The status of these plans, each of which were previously submitted to and approved by our shareholders, on December 31, 2017 is as follows: Plan Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) 1998 Stock Option Plan 342,030 $ 67.80 — 2006 Long- Term Incentive Plan 5,200,126 $ 55.77 — 2008 Employee Stock Purchase Plan N/A N/A 4,918,415 2011 Long-Term Incentive Plan (1) 10,392,780 $ 88.21 36,624,093 2011 Performance Incentive Award Plan N/A N/A 349,129 Total 41,891,637.0 (1) The 2011 Long-Term Incentive Plan securities to be issued upon exercise includes 954,574 RSUs and 288,608 PSUs. The weighted average exercise prices does not take these awards into account. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information under the caption "Information About the Board of Directors and Corporate Governance Matters—Independent Directors" and "Information About the Board of Directors and Corporate Governance Matters—Certain Relationships and Related Party Transactions" in the 2018 proxy statement is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information under the caption "Proposal 2—Ratification of Appointment of Our Independent Registered Public Accounting Firm" in the 2018 proxy statement is incorporated herein by reference.