8-KThe WireRoutine
Shareholder Vote
Filed May 16, 2023 · 3y ago · Accession 0000310764-23-000089
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2023
STRYKER CORP ORATION
(Exact name of registrant as specified in its charter)
Michigan 001-13149 38-1239739
(State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
2825 Airview Boulevard, Kalamazoo, Michigan 49002
(Address of principal executive offices) (Zip Code)
(269) 385-2600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.10 Par Value SYK New York Stock Exchange
1.125% Notes due 2023 SYK23 New York Stock Exchange
0.250% Notes due 2024 SYK24A New York Stock Exchange
2.125% Notes due 2027 SYK27 New York Stock Exchange
0.750% Notes due 2029 SYK29 New York Stock Exchange
2.625% Notes due 2030 SYK30 New York Stock Exchange
1.000% Notes due 2031 SYK31 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on May 10, 2023, shareholders voted on five proposals and cast their votes as follows:
1) All ten directors were elected to serve until the next Annual Meeting of Shareholders and until their successors have been duly elected and qualified based upon the following votes:
Shares
Name For Against Abstain Broker Non-Votes
Mary K. Brainerd 310,761,719 4,989,306 215,700 24,790,384
Giovanni Caforio, M.D. 308,278,846 7,463,168 224,711 24,790,384
Srikant M. Datar, Ph.D. 308,216,377 7,522,232 228,116 24,790,384
Allan C. Golston 302,026,545 13,715,907 224,273 24,790,384
Kevin A. Lobo 302,379,861 12,982,665 604,199 24,790,384
Sherilyn S. McCoy 311,095,594 4,665,737 205,394 24,790,384
Andrew K. Silvernail 308,150,779 7,585,672 230,274 24,790,384
Lisa M. Skeete Tatum 311,815,356 3,923,011 228,358 24,790,384
Ronda E. Stryker 309,117,495 6,683,163 166,067 24,790,384
Rajeev Suri 312,111,997 3,617,075 237,653 24,790,384
2) The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023 was ratified based upon the following votes:
Shares
For Against Abstain
316,729,343 23,636,548 391,218
3) The advisory vote on the resolution relating to compensation of our named executive officers was approved based upon the following votes:
Shares
For Against Abstain Broker Non-Votes
275,481,188 39,669,362 816,175 24,790,384
4) The advisory vote on the frequency of future advisory votes on the Company’s named executive officer compensation:
Shares
One Year Two Years Three Years Abstain
311,571,483 446,359 3,480,094 468,789
The results of the shareholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of the Company's Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of shareholder votes on the compensation of executives.
5) The shareholder proposal related to political disclosure was not approved based upon the following votes:
Shares
For Against Abstain Broker Non-Votes
115,557,988 198,401,374 2,007,363 24,790,384
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STRYKER CORPORATION
(Registrant)
Date: May 16, 2023 /s/ ANDRÉS CEDRÓN
Andrés Cedrón
Vice President, Corporate Secretary
Filing details
- Company
- STRYKER CORP
- Ticker
- SYK
- CIK
- 310764
- Form type
- 8-K
- Filing date
- May 16, 2023
- Report date
- May 10, 2023
- Document
- syk-20230510.htm
- Size
- 391 KB