STRYKER CORPORATION (NYSE:SYK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

STRYKER CORPORATION (NYSE:SYK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02

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On August 1, 2017, Mary K. Brainerd was elected to the Board of Directors (the "Board") of Stryker Corporation (the "Company"). She has not been appointed to serve on a Board committee at this time.

Ms. Brainerd was most recently president and chief executive officer of HealthPartners, the largest, consumer-governed, nonprofit health care organization in the United States. She retired on June 1, 2017 after serving for 15 years as president and chief executive officer. Prior to that, she held various executive roles with HealthPartners since 1992 and with Blue Cross and Blue Shield of Minnesota from 1984 to 1992. Ms. Brainerd received a B.A. from the University of Minnesota and a M.B.A. from the University of St. Thomas. She previously served on the boards of Possis Medical, Inc. and SurModics, Inc. and is one of the founding chief executive officers and the former chair of the Itasca Project, a group of 40 government, civic and business leaders addressing issues that impact long-term economic growth, including jobs, education, transportation and economic disparities, in the Minneapolis-St. Paul region.

As a non-employee director, Ms. Brainerd will receive compensation consistent with the Company’s non-employee director compensation practices. Such compensation generally includes a fixed annual fee of $60,000 and an additional annual fee of $55,000 for Board committee-related service, as well as equity awards consisting of a combination of stock options and restricted stock units. Ms. Brainerd’s initial cash fees will be pro-rated based on her time of service during 2017, and her equity awards will consist of an option to purchase 3,005 shares of common stock of the Company at an exercise price of $147.10 per share, the closing sales price on July 31, 2017, and 600 restricted stock units. The Company will indemnify Ms. Brainerd to the same extent as the Company’s other Board members.

The Company sells various products to HealthPartners in the ordinary course of business. Between January 1, 2016 and May 31, 2017, the Company’s sales to HealthPartners totaled approximately $17 million.

There are no arrangements or understandings between Ms. Brainerd and any other person to which she was selected as a director.


Stryker Corporation (Stryker) is a medical technology company. The Company operates through three segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. The Company’s Orthopaedics segment products consist of implants used in hip and knee joint replacements and trauma and surgeries. The Company’s MedSurg segment products consist of surgical equipment and surgical navigation systems (Instruments); endoscopic and communications systems (Endoscopy); patient handling and emergency medical equipment (Medical), and reprocessed and remanufactured medical devices (Sustainability), as well as other medical device products used in a range of medical specialties. The Company’s Neurotechnology and Spine segment products consist of both neurosurgical and neurovascular devices. The Company’s products are sold in approximately 100 countries through the Company-owned sales subsidiaries and branches, as well as third-party dealers and distributors.

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