<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
STRYKER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
STRYKER CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
1Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
STRYKER CORPORATION
P.O. BOX 4085
KALAMAZOO, MICHIGAN 49003-4085
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 1994
------------------
The Annual Meeting of Stockholders of Stryker Corporation will be held on
Friday, April 29, 1994, at 2:00 p.m., at the Radisson Plaza Hotel at The
Kalamazoo Center, Kalamazoo, Michigan, for the following purposes:
1. To elect seven directors; and
2. To transact such other business as may properly come before the
meeting.
All stockholders are cordially invited to attend the meeting. Only holders
of record of Common Stock at the close of business on March 2, 1994 are entitled
to notice of and to vote at the meeting. If you attend the meeting, you may vote
in person if you wish, even though you previously have returned your proxy.
A copy of the Company's 1993 Annual Report is enclosed.
STOCKHOLDERS ARE URGED TO COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ACCOMPANYING ENVELOPE
DAVID J. SIMPSON,
Secretary
March 18, 1994
<PAGE> 3
STRYKER CORPORATION
P.O. BOX 4085
KALAMAZOO, MICHIGAN 49003-4085
------------------
PROXY STATEMENT
------------------
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Stryker Corporation of proxies to be used at the
Annual Meeting of Stockholders of the Company to be held on Friday, April 29,
1994, and at all adjournments thereof. The solicitation will begin on or about
March 18, 1994.
All shares represented by a properly executed proxy will be voted unless it
is revoked and, if a choice is specified, will be voted in accordance with such
specification. If no choice is specified, the proxies will be voted FOR the
election of the seven nominees named under "Election of Directors," unless
authority to do so is withheld with respect to one or more of such nominees.
Directors will be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote thereon.
Votes that are withheld and broker non-votes will be excluded entirely from the
calculation and will have no effect on the outcome of the election of directors.
In addition, the proxy will be voted in the discretion of the proxyholders with
respect to such other business as may properly come before the meeting. A
stockholder may revoke a proxy at any time prior to the voting thereof.
There were outstanding as of the close of business on March 2, 1994, the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting, 48,415,669 shares of Common Stock of the Company. Each
share is entitled to one vote on each matter brought before the meeting.
Any proposal which a stockholder may desire to present to the 1995 Annual
Meeting must be received by the Company at the above address on or prior to
November 18, 1994 in order for such proposal to be considered for inclusion in
the proxy statement and form of proxy for such meeting.
BENEFICIAL OWNERSHIP OF MORE THAN 5%
OF THE OUTSTANDING COMMON STOCK
As used in this proxy statement, "beneficial ownership" means the sole or
shared power to direct the voting and/or disposition of shares of Common Stock.
In addition, a person is deemed to have beneficial ownership of any shares of
Common Stock that such person has the right to acquire within 60 days.
As of January 14, 1994, Arcadia Bank and Trust Company, P.O. Box 50566,
Kalamazoo, Michigan 49005, held 11,425,050 shares of Common Stock, or 23.5% of
such class then outstanding, as Trustee of a trust for the benefit of members of
the Stryker family (the "Stryker Trust"). Under the terms of the trust
agreement, an Advisory Committee, consisting of Jon L. Stryker, Patricia A.
Stryker, Ronda E. Stryker, Gerard Thomas and Elizabeth S. Upjohn, has full
voting and disposition power with respect to the shares of Common Stock owned by
the Stryker Trust. Ronda E. Stryker and Gerard Thomas currently are directors of
the Company. Mr. Thomas is not standing for reelection. A majority vote of the
Advisory Committee is necessary with respect to matters regarding the shares of
Common Stock held in the Stryker Trust, including voting and disposition.
BENEFICIAL OWNERSHIP
OF MANAGEMENT
The following table sets forth certain information with respect to the
ownership of shares of Common Stock by the current directors of the Company, all
of whom except Mr. Thomas are standing for reelection,
1
<PAGE> 4
the Named Executives referred to under the caption "Executive Compensation" and
all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENT OF
CLASS OF COMMON
STOCK OF THE
COMPANY OWNED
BENEFICIALLY
AS OF
JANUARY 14,
NAME 1994(A)
---- ----------------
<S> <C>
John W. Brown................................................... 2,300,639(4.7%)
Howard E. Cox, Jr............................................... 82,300
Ronald A. Elenbaas.............................................. 178,236
Donald M. Engelman, Ph.D........................................ 6,200
Jerome H. Grossman, M.D......................................... 21,700
William T. Laube................................................ 144,190
John S. Lillard................................................. 72,410
William U. Parfet............................................... 10,000
David J. Simpson................................................ 154,560
Ronda E. Stryker................................................ 12,686,410(26.2%)(b)
Gerard Thomas................................................... 11,831,633(24.4%)(b)
Thomas R. Winkel................................................ 101,600
Executive officers and directors as a group (13 persons)........ 16,175,128(33.3%)(b)
</TABLE>
- ---------------
(a) Except for the shared beneficial ownership of 11,425,050 shares of Common
Stock attributed to Ms. Stryker and Mr. Thomas as members of the Advisory
Committee of the Stryker Trust, all as more fully set forth above under
"Beneficial Ownership of More Than 5% of the Outstanding Common Stock,"
such persons hold sole voting and disposition power with respect to the
shares shown in this column. Includes 48,000 shares for Mr. Brown, 1,200
shares for Mr. Cox, 12,000 shares for Mr. Elenbaas, 6,000 shares for Dr.
Engelman, 1,200 shares for Dr. Grossman, 10,000 shares for Mr. Laube, 1,200
shares for Mr. Lillard, 12,000 shares for Mr. Simpson, 1,200 shares for Ms.
Stryker, 1,200 shares for Mr. Thomas and 22,600 shares for Mr. Winkel that
may be acquired within 60 days after January 14, 1994 upon exercise of
options. Ownership percentages representing less than one percent of the
class outstanding have been omitted.
(b) Includes the shared beneficial ownership of 11,425,050 shares of Common
Stock held in the Stryker Trust and attributed to Ms. Stryker and Mr.
Thomas as members of the Advisory Committee of the Stryker Trust, all as
more fully set forth above under "Beneficial Ownership of More Than 5% of
the Outstanding Common Stock." 3,808,350 of the shares in the Stryker Trust
are held for the benefit of Ms. Stryker.
ELECTION OF DIRECTORS
Seven directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their successors shall have been duly elected and
qualified. All of the nominees listed below are currently members of the Board
of Directors. The nominees for directors have consented to serve if elected and
the Company has no reason to believe that any of the nominees will be unable to
serve. Should any nominee become unavailable for any reason, proxies will be
voted for the alternate candidate, if any, chosen by the Board of Directors.
Should additional persons be nominated for election as directors, the seven
persons receiving the greatest number of votes shall be elected.
2
<PAGE> 5
The following information respecting the nominees has been furnished by
them. Unless otherwise indicated, such persons have held the positions described
below for more than five years.
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL
OCCUPATION AND OTHER DIRECTOR
INFORMATION SINCE
- ------------------------------------------------------------------------------------- ----
<S> <C>
JOHN W. BROWN, age 59................................................................ 1977
Chairman of the Board, since January 1981, and President and Chief Executive
Officer of the Company, since February 1977. Also a director of Lunar Corporation,
a medical products company, First of America, a bank, and the Health Industry
Manufacturers Association and a Trustee of Kalamazoo College.
HOWARD E. COX, JR., age 50........................................................... 1974
Co-Managing Partner of Greylock Capital Limited Partnership, since February 1987, a
General Partner of Greylock Partners & Co., Greylock Ventures Limited Partnership
and Greylock Investments Limited Partnership, venture capital limited partnerships,
since January 1979, May 1983, and January 1985, respectively, and affiliated with
Greylock Management Corporation, an investment services organization, since August
1971. Also a director of Arbor Health Care Company, a sub-acute care company.
DONALD M. ENGELMAN, PH.D., age 53.................................................... 1989
Professor of Molecular Biophysics and Biochemistry, Yale University, since 1979.
JEROME H. GROSSMAN, M.D., age 54..................................................... 1982
Chairman of the Board and Chief Executive Officer of New England Medical Center,
Inc., since 1979, and Professor of Medicine, Tufts University School of Medicine.
Also Chairman, Federal Reserve Bank of Boston, a director of Arthur D. Little, Inc.
and a trustee of Massachusetts Institute of Technology and Wellesley College.
JOHN S. LILLARD, age 63.............................................................. 1978
Chairman-Founder of JMB Institutional Realty Corp., an affiliate of JMB Realty
Corp., a registered real estate investment advisory firm, since January 1992;
President prior thereto, since April 1979. Also a director of The Mathers Fund, a
no load mutual fund, Cintas Corporation, a uniform rental and manufacturing
corporation, and Lake Forest Bancorporation, a bank holding company.
WILLIAM U. PARFET, age 47............................................................ 1993
President and Chief Executive Officer of Richard-Allan Medical Industries, Inc., a
manufacturer of medical products, since October 1993. Prior thereto, president of
The Upjohn Company, a manufacturer of pharmaceutical, chemical and agricultural
products, since January 1991 and Executive Vice President of The Upjohn Company
from January 1989 to January 1991. Also a director of The Upjohn Company, CMS
Energy Corporation, Old Kent Financial Corporation and Universal Foods Corporation.
RONDA E. STRYKER, age 39............................................................. 1984
Granddaughter of the founder of the Company and daughter of the former President of
the Company. Also a director of Comerica Bank, the L. Lee Stryker Center for
Management Studies and Educational Services and a Trustee of Kalamazoo College.
</TABLE>
The Board of Directors has designated from among its members an Audit
Committee which has general charge of the review of the Company's financial and
accounting practices and controls. It also meets with the Company's independent
accountants to determine the scope of the annual audit and review the reports
and recommendations of such accountants on the results of such audit. The Audit
Committee, which currently consists of Mr. Lillard, Chairman, Dr. Engelman and
Gerard Thomas, who is not standing for reelection, met twice during 1993. The
Board of Directors has also designated a Compensation Committee, which currently
consists of Mr. Lillard, Chairman, Dr. Engleman and Gerard Thomas, who is not
standing for reelection, and a Stock Option Committee, which currently consists
of Mr. Parfet and Ms. Stryker. The duties of these committees are described
below under "Executive Compensation -- Report of Compensation and Stock Option
Committees." The Board of Directors has not designated a nominating committee or
other committee performing a similar function. Such matters are discussed by the
Board as a whole.
3
<PAGE> 6
DIRECTOR COMPENSATION
The Board of Directors held five meetings during 1993. Directors who are
not employees received directors' fees of $2,500 for each Board meeting attended
and a fixed annual fee of $10,000. Directors who are also members of committees
of the Board received a fee of $1,200 per day for committee meetings attended if
such meetings were held on the same day as a Board meeting and $2,500 per day if
such meetings were held on a day that was not a Board meeting. The Company also
makes $50,000 of group life insurance available to its outside directors. In
addition, Dr. Grossman and Mr. Cox comprise a long-range planning committee for
the Company and each receives $2,500 per committee meeting. Mr. Cox received
$15,000 for these services in 1993 and Dr. Grossman received $12,500. Also,
$105,094 was paid to Dr. Engelman in 1993 as a consultant to the Company on its
bone growth and other projects.
On March 25, 1993, Mr. Cox, Dr. Grossman, Mr. Lillard and Mr. Thomas were
each granted options under the Company's 1988 Stock Option Plan to purchase
4,000 shares of Common Stock, and Dr. Engelman was granted options to purchase
20,000 shares of Common Stock, in each case at an exercise price of $22 3/8 per
share (the closing price of the Common Stock as reported by NASDAQ on March 25,
1993). On December 8, 1993, Mr. Cox, Dr. Engleman and Dr. Grossman were each
granted options under the Company's 1988 Stock Option Plan to purchase 4,000
shares of Common Stock, in each case at an exercise price of $25 1/2 per share
(the closing price of the Common Stock as reported by NASDAQ on December 8,
1993). All of such options have a ten-year term, and become exercisable as to
20% of the shares covered thereby on each of the first five anniversary dates of
the date of grant.
4
<PAGE> 7
EXECUTIVE COMPENSATION
GENERAL
Set forth below is certain summary information with respect to the
compensation of the Company's Chief Executive Officer and the four most highly
compensated executive officers other than the Chief Executive Officer (based on
amounts reported as salary and bonus for 1993) who were serving as executive
officers at December 31, 1993 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
ANNUAL COMPENSATION COMMON STOCK ALL OTHER
NAME AND --------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(1)
- ------------------ ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John W. Brown,
Chairman of the Board, President and
Chief Executive Officer................. 1993 400,006 250,000 30,000 23,254
1992 350,004 250,000 -- 23,010
1991 325,008 175,000 -- 21,518
Ronald A. Elenbaas,
Vice President; President, Stryker
Surgical Group.......................... 1993 220,008 100,000 20,000 23,254
1992 200,004 130,000 10,000 23,010
1991 180,000 150,000 -- 21,518
William T. Laube,
Vice President; President, Stryker
Pacific................................. 1993 200,004 125,000 20,000 23,254
1992 175,008 130,000 10,000 23,010
1991 160,008 100,000 -- 21,512
David J. Simpson,
Vice President, Chief Financial Officer
and Secretary........................... 1993 211,673 125,000 20,000 23,254
1992 191,669 110,000 10,000 23,010
1991 173,750 100,000 -- 21,217
Thomas R. Winkel,
Vice President; President, Stryker
Americas/Middle East.................... 1993 165,000 60,000 15,000 23,050
1992 150,000 65,000 8,000 22,350
1991 140,004 60,000 -- 19,800
</TABLE>
- ---------------
(1) Represents the Company's contribution under its Profit Sharing Plan with
respect to such year of up to 7% of up to $235,840 of wages of such person
and, in addition, subject to the Internal Revenue Service limitation of
$30,000, the Company's matching of voluntary contributions by such person
during such year of up to 4% of his wages.
5
<PAGE> 8
STOCK OPTIONS
The following table contains information covering options to purchase
shares of the Company's Common Stock granted to the Named Executives in 1993
pursuant to the Company's 1988 Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK PERCENT OF
UNDERLYING TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME (#)(1) 1993 ($/SH) DATE PRESENT VALUE ($)(2)
- ----------------------- ------------ ------------- -------- ---------------- --------------------
<S> <C> <C> <C> <C> <C>
John W. Brown.......... 30,000 3.5 25.50 December 7, 2003 479,700
Ronald A. Elenbaas..... 20,000 2.3 25.50 December 7, 2003 319,800
William T. Laube....... 20,000 2.3 25.50 December 7, 2003 319,800
David J. Simpson....... 20,000 2.3 25.50 December 7, 2003 319,800
Thomas R. Winkel....... 15,000 1.7 25.50 December 7, 2003 239,850
</TABLE>
- ---------------
(1) Such options were granted at 100% of fair market value on the date of grant
and become exercisable as to 20% of the shares covered thereby on each of
the first five anniversary dates of the date of grant.
(2) The Grant Date Present Value has been calculated using the Black-Scholes
option pricing model and assumes a risk-free rate of return of 5.97%, an
option term of ten years, a dividend yield of .25% and a stock volatility
of .44. No adjustment was made for nontransferability or forfeitures. Such
assumptions are based upon historical experience and are not a forecast of
future stock price performance or volatility or of future dividend policy.
Such information, which is presented in accordance with the requirements of
the Securities and Exchange Commission, is not necessarily indicative of
the actual value that such options will have to the Named Executives, which
will be dependent upon market prices for the Common Stock.
No options were exercised by the Named Executives during 1993. The
following table sets forth information with respect to the unexercised options
held by them at December 31, 1993.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1993 (#) DECEMBER 31, 1993 ($)(1)
--------------------- --------------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- --------------------------------------- --------------------- --------------------------
<S> <C> <C>
John W. Brown.......................... 48,000/42,000 890,160/245,940
Ronald A. Elenbaas..................... 12,000/36,000 183,480/163,960
William T. Laube....................... 10,000/32,000 156,240/109,480
David J. Simpson....................... 12,000/36,000 183,480/163,960
Thomas R. Winkel....................... 22,600/25,400 404,220/95,730
</TABLE>
- ---------------
(1) Calculated by determining the difference between the exercise price and the
closing price of the Company's Common Stock as reported by the NASDAQ
National Market System for December 31, 1993.
6
<PAGE> 9
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEES
There are three basic elements in the Company's executive compensation
program -- base salary, bonus and stock options. The Compensation Committee,
which reviews executive compensation on an annual basis and is responsible for
determinations regarding base salary and bonuses, formally met once during 1993
and held informal discussions on several occasions during the year. The members
of the Compensation Committee, each of whom is an independent outside director,
are Mr. Lillard, Chairman, Dr. Engelman and Mr. Thomas. Stock option awards are
made by the Stock Option Committee, which was composed of Mr. Brown and Ms.
Stryker when it met on March 25, 1993 and of Mr. Parfet and Ms. Stryker when it
met on December 8, 1993. Members of the Stock Option Committee are not eligible
to participate in the Company's stock option plans during their term of service
on such Committee.
The salaries of the Company's executive officers are determined for the
forthcoming year at the meeting of the Compensation Committee held in December.
Prior to such meeting, the members of the Committee were provided with survey
reports on executive compensation prepared by the Health Industry Management
Association and The Conference Board, which provided compensation information
for companies in the health care industry and U.S. corporations generally. While
information concerning the compensation of most of the companies included in the
Standard & Poor's Medical Products and Supplies Industry Group Index (see
"Performance Graph," below) is included in such reports, the particular reports
were selected for the general information contained therein. The Chief Executive
Officer reviews the overall performance of each of the other executive officers
during the year with the Committee at its December meeting. Based on subjective
consideration of such performance and the Company's overall performance during
the prior year rather than specific performance targets, the base salaries of
the Company's executive officers, including Mr. Brown, are then set at levels
that are believed to be generally consistent and competitive with those in the
median range of the survey data for generally comparable companies.
A substantial portion of annual compensation of each executive officer
consists of the bonus element. Initially, the Compensation Committee reviews the
results of mathematical computations in which actual performance of the Company,
in the case of Mr. Brown and other executives with overall corporate
responsibility, and operations for which such person had direct management
responsibility, in the case of the other executives, is compared to goals and
objectives established at the beginning of the year and a percentage so
determined is applied to the dollar bonus potential established for each person
at the beginning of the year. The primary element in such calculation,
accounting for 60% to 70%, is growth in pre-tax earnings. The Compensation
Committee, and Mr. Brown in the case of the other executive officers of the
Company, use the amount so determined as a starting point in their discussions
leading to the final determination of each person's actual bonus based on a
subjective evaluation of individual performance in light of the competitive
environment and other challenges faced by such person, the various operating
divisions and the Company as a whole during the year.
The Company has had stock option plans in effect since it became a
publicly-held company in 1979. The purpose of these plans has been to provide
executive officers and other key employees with a personal and financial
interest in the success of the Company through stock ownership, thereby aligning
the long-range interests of such persons with those of stockholders by providing
them with the opportunity to build a meaningful stake in the Company.
Historically, stock options have had significant value to optionees, reflecting
the appreciation in the market value of the Common Stock. The determination with
respect to the number of options to be granted to any particular executive
officer is subjective in nature and no specific performance measures or factors
are applied. The number and status of options previously granted to an
individual are not accorded significant weight in the determination. Current
option grants are intended to encourage performance that will result in
continued appreciation. Outstanding option grants, all of which have a
ten-year-term, become exercisable as to 20% on the first anniversary of the date
of grant and as to an additional 20% on each successive anniversary.
Accordingly, to realize the full value thereof, an executive officer must remain
in the Company's employ for five years from the date of grant. Management of the
7
<PAGE> 10
Company believes that the stock option plans have been helpful in attracting and
retaining skilled executive personnel. See "Stock Options" above.
Compensation Committee Stock Option Committee
John S. Lillard, Chairman William U. Parfet
Donald M. Engelman Ronda E. Stryker
Gerard Thomas
PERFORMANCE GRAPH
Set forth below is a graph comparing the total returns (assuming
reinvestment of dividends) of the Company, the Standard & Poor's MidCap 400
Index and the Standard & Poor's Medical Products and Supplies Industry Group
Index. The graph assumes $100 invested on December 31, 1988 in the Company and
each of the indices.
<TABLE>
<CAPTION>
Medical
Measurement Period Stryker Cor- Products & S&P Midcap
(Fiscal Year Covered) poration Supplies 400 Index
<S> <C> <C> <C>
1988 100 100 100
1989 183.33 137.19 135.54
1990 231.48 161.01 128.61
1991 741.48 263.31 193.03
1992 581.10 225.60 216.03
1993 420.62 172.05 246.17
</TABLE>
MISCELLANEOUS
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Ernst & Young, independent
accountants, to audit the accounts of the Company and its subsidiaries for the
year 1994. Ernst & Young has acted in this capacity for many years. Ernst &
Young has advised the Company that neither the firm nor any of its members or
associates has any direct financial interest or any material indirect financial
interest in the Company or any of its affiliates other than as accountants.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
OTHER ACTION
The management has at this time no knowledge of any matters to be brought
before the meeting other than those referred to above. If any additional matters
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote said proxy in accordance with their judgment
on such matters.
8
<PAGE> 11
AMENDED FORM 5
An amended Form 5 was filed with the Securities and Exchange Commission in
June 1993 by John W. Brown, Chairman of the Board, President and Chief Executive
Officer of the Company, when it was realized that a charitable gift of 2,625
shares of Common Stock of the Company made by him had been omitted from the
original filing.
EXPENSES OF SOLICITATION
The cost of this solicitation will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by officers, directors and
regular employees of the Company personally or by telephone or other means of
communication. The Company will, upon request, reimburse brokers and other
nominees for their reasonable expenses in forwarding proxy material to the
beneficial owners of the stock held of record by such person.
By Order of the Board of Directors
DAVID J. SIMPSON,
Secretary
March 18, 1994
9
<PAGE> 12
- --------------------------------------------------------------------------------
STRYKER CORPORATION
P.O. BOX 4085, KALAMAZOO, MICHIGAN 49003-4085
ANNUAL MEETING OF STOCKHOLDERS
P
APRIL 29, 1994
R
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
STRYKER CORPORATION
O
The undersigned hereby appoints John S. Lillard, Ronda E. Stryker
and Gerard Thomas, and each of them, Proxies, with full power of
substitution in each, to represent and to vote, as designated below,
all shares of
X
Common Stock of Stryker Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on
April 29, 1994, and at all adjournments thereof, upon and in respect
of the following:
Y
1. Election of Directors, Nominees:
COMMENTS: (change of address)
John W. Brown, Howard E. Cox, Jr.,
Donald M.
Engel
-----------------------------
man, Ph.D., Jerome H. Grossman,
M.D., John S. Lillard, William U.
Parfet, Ronda E. Stryker.
-----------------------------
2. To transact such other business as
may properly come
------
before the meeting.
-----------------------------
------
-----------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
<TABLE>
<CAPTION>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE ---------
SIDE. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF SEE
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS REVERSE
CARD. SIDE
---------
<S> <C>
--------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
PLEASE
MARK YOUR
VOTES AS
IN THIS
------
X EXAMPLE.
-------
------
5869
</TABLE>
EVERY PROPERLY SIGNED PROXY WILL BE VOTED AS DIRECTED. UNLESS
OTHERWISE DIRECTED, PROXIES WILL BE VOTED FOR
ALL NOMINEES NAMED IN ITEM 1 AND IN THE DISCRETION OF MANAGEMENT IN
CONNECTION WITH ITEM 2.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES AND "FOR" ITEM 2:
-----------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR
1. Election of ------ ------ Withhold authority 2. To transact such other business as ------
directors. to vote for all may properly come before the meeting.
(see ------ ------ nominees. ------
reverse)
FOR all nominees (except those whose names are listed below):
Change of Address/
Comments on Reverse Side
-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
---------------------------
AGAINST ABSTAIN
------ ------
------ ------
------
------
-----------------------------------
</TABLE>
(Please mark, date and sign as
your name appears above and
return in the enclosed, postage
paid envelope. If acting as
executor, administrator,
trustee, guardian, etc., you
should so indicate when
signing. If the signer is a
corporation, please sign the
full corporate name, by duly
authorized officer. If shares
are held jointly, each
stockholder named should sign.)
--------------------------------
1994
--------------------------------
SIGNATURE(S) DATE
