<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 / / 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 sec.240.14a-11(c) or sec.240.14a-12
STRYKER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
STRYKER CORPORATION
P.O. BOX 4085
KALAMAZOO, MICHIGAN 49003-4085
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1996
------------------
The Annual Meeting of Stockholders of Stryker Corporation will be held on
Wednesday, April 24, 1996, 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 29, 1996 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 1995 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 15, 1996
<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 Wednesday, April 24,
1996, and at all adjournments thereof. The solicitation will begin on or about
March 15, 1996.
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 29, 1996,
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting, 48,575,841 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 1997 Annual
Meeting must be received by the Company at the above address on or prior to
November 15, 1996 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 31, 1996, 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-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 31,
NAME 1996(A)
----------------------------------------------------------------- ----------------
<S> <C>
John W. Brown.................................................... 2,315,139(4.8%)
Howard E. Cox, Jr................................................ 87,100
Ronald A. Elenbaas............................................... 138,236
Donald M. Engelman, Ph.D......................................... 22,300
Jerome H. Grossman, M.D.......................................... 26,500
William T. Laube................................................. 155,795
John S. Lillard.................................................. 75,610
Edward B. Lipes.................................................. 74,923
William U. Parfet................................................ 10,000
David J. Simpson................................................. 159,560
Ronda E. Stryker................................................. 12,647,110(26.0%)(b)
Executive officers and directors as a group (14 persons)......... 15,773,994(32.3%)(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 72,000 shares for Mr. Brown,
6,000 shares for Mr. Cox, 10,000 shares for Mr. Elenbaas, 21,600 shares for
Dr. Engelman, 6,000 shares for Dr. Grossman, 26,000 shares for Mr. Laube,
4,400 shares for Mr. Lillard, 64,000 shares for Mr. Lipes, 32,000 shares
for Mr. Simpson, 2,000 shares for Ms. Stryker and 289,200 shares for
executive officers and directors as a group that may be acquired within 60
days after January 31, 1996 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 61................................................................ 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 Bank Corporation, a bank, and the
Health Industry Manufacturers Association.
HOWARD E. COX, JR., age 52........................................................... 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 55.................................................... 1989
Professor and Chairman of Molecular Biophysics and Biochemistry, Yale University,
since 1979, with assignment to Yale College, the Graduate School and the Medical
School. Consultant to the National Institutes of Health and the National Science
Foundation.
JEROME H. GROSSMAN, M.D., age 56..................................................... 1982
Chairman and Chief Executive Officer of Health Quality, Inc., a corporation that
develops and markets health outcomes products and services, and Chairman Emeritus
of New England Medical Center, Inc., since 1995, and Professor of Medicine, Tufts
University School of Medicine, since 1989. Prior to 1995, Chairman of the Board and
Chief Executive Officer of New England Medical Center, Inc., since 1984, and
President of New England Medical Center Hospitals from 1979 to 1984. Also Chairman,
Federal Reserve Bank of Boston, a director of Arthur D. Little, Inc., an
international management consulting company, and Tufts Associated Health Plan,
Inc., a health maintenance organization, and a trustee of Wellesley College.
JOHN S. LILLARD, age 65.............................................................. 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 49............................................................ 1993
Co-Chairman of MPI Research, L.L.C., a toxicology research laboratory, since
January 1996. Prior thereto, 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
Pharmacia & Upjohn, Inc., CMS Energy Corporation, Old Kent Financial Corporation
and Universal Foods Corporation.
RONDA E. STRYKER, age 41............................................................. 1984
Granddaughter of the founder of the Company and daughter of the former President of
the Company. Also a director of Comerica Bank and 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, Mr.
Lillard and Ms. Stryker, met twice during 1995. The Board of Directors has also
designated a Compensation Committee, which currently consists of Ms. Stryker
(Chairman), Dr. Engelman and Mr. Parfet, and a Stock Option Committee, which
currently consists of Ms. Stryker (Chairman) and Mr. Lillard. The duties of
these committees are described below under
3
<PAGE> 6
"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.
DIRECTOR COMPENSATION
The Board of Directors held five meetings during 1995. All of the directors
attended more than 75% of the total meetings of the Board and all committees on
which they were members in 1995, except Dr. Grossman who did not attend two
Board meetings. Directors who are not employees received directors' fees of
$2,750 for each Board meeting attended and a fixed annual fee of $12,500.
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 consult with the Company with respect to long-range planning.
Mr. Cox received $16,500 for these services in 1995 and Dr. Grossman received
$11,000. Also, $126,610 was paid to Dr. Engelman in 1995 as a consultant to the
Company on its bone growth and other projects and $2,750 was paid to Mr. Lillard
as a consultant with respect to matters concerning its physical therapy
business.
4
<PAGE> 7
EXECUTIVE COMPENSATION
GENERAL
Set forth below is certain summary information with respect to the
compensation of the Company's Chief Executive Officer and the four most highly
compensated executive officers other than the Chief Executive Officer (based on
amounts reported as salary and bonus for 1995) who were serving as executive
officers at December 31, 1995 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
ANNUAL COMPENSATION COMMON STOCK ALL OTHER
NAME AND --------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(1)
- ------------------------------------------ ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John W. Brown,
Chairman of the Board, President and
Chief Executive Officer................. 1995 475,000 300,000 -- 33,000
1994 425,000 290,000 -- 33,000
1993 400,006 250,000 30,000 23,254
Ronald A. Elenbaas,
Vice President; President, Stryker
Surgical Group.......................... 1995 260,000 170,000 -- 27,000
1994 235,000 120,000 -- 33,000
1993 220,008 100,000 20,000 23,254
William T. Laube,
Vice President; President, Stryker
Pacific Group........................... 1995 240,000 150,000 -- 33,000
1994 220,000 140,000 -- 33,000
1993 200,004 125,000 20,000 23,254
Edward B. Lipes,
Vice President; President, Osteonics
Corp.(2)................................ 1995 250,000 180,000 -- 33,000
1994 220,000 125,000 -- 31,075
David J. Simpson,
Vice President, Chief Financial Officer
and Secretary........................... 1995 249,583 175,000 -- 33,000
1994 228,750 145,000 -- 33,000
1993 211,673 125,000 20,000 23,254
</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 and 1995, 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 1995. The following table sets forth information with
respect to option exercises during 1995 by the Named Executives and as to the
unexercised options held by them at December 31, 1995.
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................ -- -- 72,000/18,000 2,832,600/486,000
Ronald A. Elenbaas........... 22,000 439,460 10,000/16,000 295,980/397,000
William T. Laube............. -- -- 26,000/16,000 827,220/397,000
Edward B. Lipes.............. -- -- 62,000/18,000 2,463,850/504,750
David J. Simpson............. -- -- 32,000/16,000 1,054,440/397,000
</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 Stock
Market for the exercise date or December 29, 1995, 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 1995
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 Ms. Stryker (Chairman), Dr. Engelman and Mr. Parfet. Stock option awards are
made by the Stock Option Committee, the members of which are Ms. Stryker
(Chairman) 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 such Committee.
The salaries of the Company's executive officers for 1995 were determined
at the meeting of the Compensation Committee held in December 1994, at which
time Dr. Engelman was Chairman. Prior to such 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. In determining the amount of the bonus
to be paid to each Named Executive, the Compensation Committee initially 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
6
<PAGE> 9
applied to the dollar bonus potential established for each person at the
beginning 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 1995, accounting
for approximately 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. In the case of
Mr. Elenbaas and Mr. Laube, the final determination of their actual bonus
included a subjective evaluation of individual performance in light of the
competitive environment in the operations for which they have responsibility and
other challenges faced by such persons. In Mr. Brown's case, a number of
performance targets were considered, including growth in Company-wide earnings
and orders and profit and sales growth for specific operations.
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 or any other executive officer during 1995.
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
Ronda E. Stryker, Chairman
Donald M. Engelman
William U. Parfet
Stock Option Committee
Ronda E. Stryker, Chairman
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, 1990 in the Company and
each of the indices.
<TABLE>
<CAPTION>
S&P Medical
Measurement Period Stryker Cor- S&P Midcap Products &
(Fiscal Year Covered) poration 400 Index Suppl
<S> <C> <C> <C>
Dec90 100.00 100.00 100.00
Dec91 320.32 150.10 163.54
Dec92 251.03 167.98 140.12
Dec93 181.71 191.41 106.86
Dec94 236.89 184.55 126.72
Dec95 339.00 241.66 214.17
</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 1996. 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.
John S. Lillard, a director of the Company, and Jon L. Stryker, a member of the
Advisory Committee, each was late in filing the Annual Statement of Changes in
Beneficial Ownership on Form 5 that was due on February 14, 1995.
8
<PAGE> 11
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 15, 1996
9
<PAGE> 12
/ X / Please mark your
vote as in this
example.
EVERY PROPERLY SIGNED PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE
DIRECTED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES NAMED IN ITEM 1 AND
IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTERS
REFERRED TO IN ITEM 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES:
<TABLE>
<S><C>
FOR WITHHELD
1. Election of / / / / Withhold authority 2. In their discretion, the proxies are authorized
directors. to vote all to vote in accordance with their own judgment
(see reverse) nominees. upon such other matters as may properly 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.)
-----------------------------------------------
1996
-----------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
STRYKER CORPORATION
P.O. BOX 4085, KALAMAZOO, MICHIGAN 49003-4085
ANNUAL MEETING OF STOCKHOLDERS
P APRIL 24, 1996
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STRYKER
CORPORATION
O
The undersigned, having received the Notice of Annual Meeting of
X Stockholders and Proxy Statement, each dated March 15, 1996, hereby
appoints John S. Lillard and Ronda E. Stryker, and each of them, Proxies,
Y with full power of substitution in each, to represent and to vote, as
designated below, all shares of Common Stock of Stryker Corporation which
the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on April 24, 1996, and at all adjournments thereof, as set
forth on the reverse side hereof.
<TABLE>
<S> <C>
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. ___________________________________
(If you have written in the above
space, please mark the correspond-
ing box on the reverse side of this
card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX ON THE
REVERSE SIDE. IF YOU DO NOT MARK ANY BOX, YOUR PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. THE PROXIES CANNOT SEE REVERSE
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. SIDE
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