<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
STRYKER CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
STRYKER CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
/ / 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 25, 1995
------------------
The Annual Meeting of Stockholders of Stryker Corporation will be held on
Tuesday, April 25, 1995, 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 February 28, 1995 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 1994 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 17, 1995
<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 Tuesday, April 25,
1995, and at all adjournments thereof. The solicitation will begin on or about
March 17, 1995.
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 February 28, 1995,
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting, 48,385,411 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 1996 Annual
Meeting must be received by the Company at the above address on or prior to
November 17, 1995 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 17, 1995, Arcadia Bank and Trust Company, P.O. Box 50566,
Kalamazoo, Michigan 49005, held 11,425,050 shares of Common Stock, or 23.6% 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-Mason, has full
voting and disposition power with respect to the shares of Common Stock owned by
the Stryker Trust. Ronda E. Stryker is currently a director of the Company. 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 are standing for reelection, the Named Executives
1
<PAGE> 4
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 17,
NAME 1995(A)
----------------------------------------------------------------- ----------------
<S> <C>
John W. Brown.................................................... 2,307,739(4.8%)
Howard E. Cox, Jr................................................ 84,300
Ronald A. Elenbaas............................................... 168,236
Donald M. Engelman, Ph.D......................................... 13,100
Jerome H. Grossman, M.D.......................................... 23,700
William T. Laube................................................. 147,795
John S. Lillard.................................................. 73,610
Edward B. Lipes.................................................. 62,923
William U. Parfet................................................ 10,000
David J. Simpson................................................. 154,560
Ronda E. Stryker................................................. 12,659,810(26.2%)(b)
Executive officers and directors as a group (14 persons)......... 15,802,756(32.5%)(b)
</TABLE>
- - ---------------
(a) Except for the shared beneficial ownership of 11,425,050 shares of Common
Stock attributed to Ms. Stryker as a member 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," and 5,000
shares with respect to which Mr. Lillard shares voting and disposition
power, such persons hold sole voting and disposition power with respect to
the shares shown in this column. Includes 60,000 shares for Mr. Brown,
3,200 shares for Mr. Cox, 22,000 shares for Mr. Elenbaas, 12,400 shares for
Dr. Engelman, 3,200 shares for Dr. Grossman, 18,000 shares for Mr. Laube,
2,400 shares for Mr. Lillard, 52,000 shares for Mr. Lipes, 22,000 shares
for Mr. Simpson, 1,600 shares for Ms. Stryker and 233,800 shares for
executive officers and directors as a group that may be acquired within 60
days after January 17, 1995 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 as a member
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 60................................................................ 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 51........................................................... 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 54.................................................... 1989
Professor of Molecular Biophysics and Biochemistry, Yale University, since 1979.
JEROME H. GROSSMAN, M.D., age 55..................................................... 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 64.............................................................. 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 Cintas Corporation, a
uniform rental and manufacturing corporation, and Lake Forest Bancorporation, a
bank holding company.
WILLIAM U. PARFET, age 48............................................................ 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 40............................................................. 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. Parfet, Chairman, Dr. Engelman and
Ms. Stryker, met twice during 1994. The Board of Directors has also designated a
Compensation Committee, which currently consists of Dr. Engelman, Chairman, Mr.
Parfet and Ms. Stryker, and a Stock Option Committee, which currently consists
of Ms. Stryker, Chairperson, and Mr. Lillard. The duties of these committees are
described below under "Executive Compensation -- Report of Compensation and
Stock Option Committees on Executive Compensation." 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 1994. Directors who are
not employees received directors' fees of $2,750 for each Board meeting attended
and a fixed annual fee of $11,000. Directors who are also members of committees
of the Board received a fee of $1,300 per day for committee meetings attended if
such meetings were held on the same day as a Board meeting and $2,750 per day if
such meetings were held on a day on which there was not a Board meeting. The
Company also makes $50,000 of group life insurance available to its outside
directors. In addition, Mr. Cox and Dr. Grossman comprise a Long-Range Planning
Committee for the Company and each receives $2,750 per committee meeting. Mr.
Cox received $16,500 for these services in 1994 and Dr. Grossman received
$13,750. Also, $151,844 was paid to Dr. Engelman in 1994 as a consultant to the
Company on its bone growth and other projects.
4
<PAGE> 7
EXECUTIVE COMPENSATION
GENERAL
Set forth below is certain summary information with respect to the
compensation of the Company's Chief Executive Officer and the four most highly
compensated executive officers other than the Chief Executive Officer (based on
amounts reported as salary and bonus for 1994) who were serving as executive
officers at December 31, 1994 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
ANNUAL COMPENSATION COMMON STOCK ALL OTHER
NAME AND --------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(1)
- - ------------------------------------------ ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John W. Brown,
Chairman of the Board, President and
Chief Executive Officer................. 1994 425,000 290,000 -- 33,000
1993 400,006 250,000 30,000 23,254
1992 350,004 250,000 -- 23,010
Ronald A. Elenbaas,
Vice President; President, Stryker
Surgical Group.......................... 1994 235,000 120,000 -- 33,000
1993 220,008 100,000 20,000 23,254
1992 200,004 130,000 10,000 23,010
William T. Laube,
Vice President; President, Stryker
Pacific Group........................... 1994 220,000 140,000 -- 33,000
1993 200,004 125,000 20,000 23,254
1992 175,008 130,000 10,000 23,010
Edward B. Lipes,
Vice President; President, Osteonics
Corp.(2)................................ 1994 220,000 125,000 -- 31,075
David J. Simpson,
Vice President, Chief Financial Officer
and Secretary........................... 1994 228,750 145,000 -- 33,000
1993 211,673 125,000 20,000 23,254
1992 191,669 110,000 10,000 23,010
</TABLE>
- - ---------------
(1) Represents the Company's contributions, including matching of voluntary
contributions by such person, under its tax-qualified Savings and
Retirement Plan and, with respect to 1994, under its Supplemental Savings
and Retirement Plan, the purpose of which is to make available to
executives certain benefits in excess of those permitted under the
tax-qualified plan.
(2) Mr. Lipes became an executive officer of the Company during 1994.
5
<PAGE> 8
STOCK OPTIONS
No options to purchase shares of the Company's Common Stock were granted to
the Named Executives in 1994. The following table sets forth information with
respect to option exercises during 1994 by the Named Executives and as to the
unexercised options held by them at December 31, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
ACQUIRED ON VALUE ---------------------------- ------------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- - ----------------------------- ----------- -------- ---------------------------- ------------------------
<S> <C> <C> <C> <C>
John W. Brown................ -- -- 60,000/30,000 1,498,380/402,720
Ronald A. Elenbaas........... -- -- 22,000/26,000 411,960/283,480
William T. Laube............. -- -- 18,000/24,000 323,480/239,240
Edward B. Lipes.............. 25,000 670,750 52,000/28,000 1,325,120/383,480
David J. Simpson............. -- -- 22,000/26,000 411,960/283,480
</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 the exercise date or December 30, 1994, as the
case may be.
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEES ON EXECUTIVE COMPENSATION
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 1994
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 Dr. Engelman, Chairman, Mr. Parfet and Ms. Stryker. Stock option awards are
made by the Stock Option Committee, the members of which are Ms. Stryker,
Chairperson, and Mr. Lillard. Members of the Stock Option Committee are not
eligible to participate in the Company's stock option plans during their term of
service on the Committee.
The salaries of the Company's executive officers for 1994 were determined
at the meeting of the Compensation Committee held in December 1993. Prior to the
meeting, the members of the Committee were provided with broad-based survey
reports on executive compensation prepared by the Health Industry Management
Association and The Conference Board that 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) was included in at least one of such reports, the
particular reports were selected for the general information contained therein.
The Chief Executive Officer reviewed the overall performance of each of the
other executive officers during the year with the Committee at its December
meeting. Based on a subjective evaluation of such performance and the Company's
overall performance during the prior year and, in the case of division officers,
that of the respective divisions, as well as general consideration of the
information contained in the survey reports reviewed, the base salaries of the
Company's executive officers, including Mr. Brown, were established by the
Committee.
A substantial portion of annual compensation of each of the Named
Executives 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 Mr. Simpson, who have overall
corporate responsibility, and of the operations for which such person had direct
management responsibility, in the case of the divisional officers) 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
6
<PAGE> 9
of the year. The bonus potential is established in the same general manner as
salaries, with the view that, if the full potential is attained, the Named
Executive's total cash compensation should be in the upper end of the range for
companies of a comparable size. The primary element in such calculation for the
Named Executives other than Mr. Brown in 1994, accounting for 60% to 75%, was
earnings growth. The other factors related to sales or order growth, asset
management (accounts receivable and inventory) and cash flow in the case of Mr.
Elenbaas, Mr. Laube and Mr. Lipes, and cash flow, tax management and expense
control in the case of Mr. Simpson. The actual bonuses paid to Mr. Laube and Mr.
Simpson were increased approximately 10% from the formula amount in recognition
of their efforts related to the Company's acquisition of the majority interest
in Matsumoto Medical Instruments, Inc. In Mr. Brown's case, a number of
performance targets were utilized, with each being accorded equal weight. The
targets were growth in Company-wide earnings, orders and cash flow as well as
profit and sales growth for specific operations. At Mr. Brown's recommendation,
the actual bonus paid to him for 1994 represents approximately 85% of the amount
determined by the formula.
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
Company believes that the stock option plans have been helpful in attracting and
retaining skilled executive personnel. No stock options were granted to the
Named Executives during 1994. Options to purchase 5,000 shares of Common Stock
were granted to one other executive officer during 1994 at a price equal to the
closing price of the Company's Common Stock as reported by The Nasdaq Stock
Market for the day preceding the date of grant. See "Stock Options" above.
Section 162(m) of the Internal Revenue Code limits the deductibility by a
publicly-held corporation of compensation paid in a taxable year to the Chief
Executive Officer and any other Named Executive to $1 million. Qualified
performance-based compensation will not be subject to the deduction limit if
certain conditions are met. It is the Committee's intent to take the steps
necessary to satisfy those conditions in order to preserve the deductibility of
executive compensation to the fullest extent possible consistent with its other
compensation objectives and overall compensation philosophy, including obtaining
stockholder approval of performance-based compensation plans to the extent
necessary.
Compensation Committee
Donald M. Engelman, Chairman
William U. Parfet
Ronda E. Stryker
Stock Option Committee
Ronda E. Stryker, Chairperson
John S. Lillard
7
<PAGE> 10
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, 1989 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>
1989 100 100 100
1990 126.26 117.36 94.88
1991 404.44 191.93 142.42
1992 316.96 164.44 159.38
1993 229.43 125.41 181.62
1994 299.11 148.71 175.11
</TABLE>
MISCELLANEOUS
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP, independent
accountants, to audit the accounts of the Company and its subsidiaries for the
year 1995. Ernst & Young LLP has acted in this capacity for many years. Ernst &
Young LLP 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 LLP 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.
SECTION 16 REPORTING
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and directors and members of the Advisory Committee for the
Stryker Trust to file certain reports with respect to their stock ownership.
Reports as to certain transactions during 1994 were either not timely filed or
omitted certain transactions. Donald M. Engelman, Ph.D., a director of the
Company, and Elizabeth S. Upjohn-Mason, a member of the Advisory Committee, each
were late in filing a report with respect to one transaction; Gerard Thomas, a
member of the Advisory Committee, was delinquent in filing two reports with
respect to an
8
<PAGE> 11
aggregate of three transactions; and the Form 3 filed on behalf of Julia M.
Paradine-Rice upon her election as Treasurer of the Company inadvertently
omitted Common Stock held in her account under the Company's Savings and
Retirement Plan.
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 17, 1995
9
<PAGE> 12
STRYKER CORPORATION
P.O. BOX 4085, KALAMAZOO, MICHIGAN 49003-4085
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
<TABLE>
<S> <C>
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STRYKER CORPORATION
R
O The undersigned hereby appoints John S. Lillard and Ronda E. Stryker, and each of them, Proxies, with full power of substitution
X in each, to represent and to vote, as designated below, all shares of Common Stock of Stryker Corporation which the undersigned
Y is entitled to vote at the Annual Meeting of Stockholders to be held on April 25, 1995, and at all adjournments thereof, upon
and in respect of the following:
1. Election of Directors, Nominees: COMMENTS: (change of address)
John W. Brown, Howard E. Cox, Jr., Donald M.
Engelman, 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 (If you have written in the above space, please mark the
come before the meeting. corresponding box on the reverse side of this card.)
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 RECOMMENDATIONS OF THE BOARD OF DIRECTORS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE SIDE
Please mark your 5869
X votes as in this example.
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES AND "FOR" ITEM 2:
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / Withhold authority 2. To transact such other / / / / / /
Directors. to vote for all business as may properly
(see reverse) nominees. come before the meeting.
FOR all nominees (except those whose names are listed below): CHANGE OF ADDRESS/
COMMENTS ON REVERSE SIDE / /
------------------------------------------------------------
(PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS HEREON 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.)
---------------------------------------------------------------------------
1995
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SIGNATURE(S) DATE
</TABLE>
