STRYKER CORP (Form: 8-K, Received: 04/03/2018 16:41:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2018

STRYKER CORPORATION

(Exact name of registrant as specified in its charter)



Michigan	000-09165	38-1239739
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2825 Airview Boulevard Kalamazoo, Michigan		49002
(Address of principal executive offices)		(Zip Code)

	(269) 385-2600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]



ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Lonny J. Carpenter notified Stryker Corporation (the “Company”) on April 2, 2018, of his intention to retire from his role as Group President, Global Quality and Business Operations effective April 30, 2018. The Company has announced that Viju Menon will be joining the Company as Group President, Global Quality and Business Operations effective April 30, 2018.

Mr. Carpenter has entered into a letter agreement with the Company pursuant to which he will continue to be employed as Group President and Advisor to the Company’s Chief Executive Officer from April 30, 2018 through March 31, 2019 to ensure a smooth transition. Under the terms of the letter agreement, Mr. Carpenter will continue to receive base salary at his current annual rate and will be eligible for an incentive bonus opportunity.

The summary description of the letter agreement with Mr. Carpenter contained in this Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of such agreement filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.



ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS



(d)	Exhibits

	10.1	Letter Agreement between Stryker Corporation and Lonny Carpenter

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		STRYKER CORPORATION
		(Registrant)


April 3, 2018		/s/ GLENN S. BOEHNLEIN
Date		Glenn S. Boehnlein
		Vice President, Chief Financial Officer

Exhibit 10.1

Katy Fink

Vice President, Chief Human Resources Officer

2825 Airview Boulevard

Kalamazoo, MI 49002 USA

P 269 389 7721

www.stryker.com

April 2, 2018

Dear Lonny:

In connection with your decision to retire from Stryker in 2019, and to develop a plan for transitioning your roles and responsibilities prior to your retirement, it is with pleasure that I hereby confirm our offer for you to serve as our Group President and Advisor to CEO, reporting to Kevin Lobo until your retirement from Stryker on March 31, 2019.

Your effective date in the role of Group President and Advisor to CEO will be April 30, 2018. In this role, you will continue to lead the European Business Operations and Canadian Business Operations teams until we are able to transition responsibilities for those teams. You will also transition responsibilities for the Global Quality and Operations Organization to the new Group President, Global Quality and Operations. Stryker may request you provide leadership and support for other matters prior to your retirement, which will be March 31, 2019 (“Retirement Date”). The terms of your compensation and benefits will remain the same as is currently in effect:


•	Your salary will remain at the annualized amount of $545,000.


•	You will continue to be eligible for the 2018 incentive bonus in the amount of $463,250. Terms of the bonus and your objectives will remain consistent with the 2018 Bonus Plan dated February 7, 2018.


•	Your participation in Stryker’s 401(k) plan, Supplemental Executive Retirement Plan, and stock awards including stock options, RSUs and PSUs will continue to be governed by the terms of those plans. Included in these terms is the ongoing vesting of granted stock awards through the Retirement Date of March 31, 2019.

In exchange for your assistance in the transition of your roles and responsibility and agreeing to serve as Group President and Advisor to CEO through the Retirement Date, Stryker will pay you an incentive bonus in the amount of $120,000. To receive the bonus, you must remain employed by Stryker, in good standing, through the Retirement Date and continue to support the transition as outlined above. Stryker will pay the incentive bonus within fifteen (15) calendar days after your retirement. Unless agreed to otherwise between you and Stryker or the terms of the relevant plans, all salary and benefits will end as of the Retirement Date.

Other provisions of your employment relationship with Stryker will continue in effect, meaning that you agree to abide by the requirements and guidelines set forth in Stryker’s Code of Conduct and other policies, Stryker’s Employee Handbook and the terms of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement that you signed. You also acknowledge that you are aware of Stryker’s at-will employment relationship with you.

To accept this offer, please sign this letter on the space provided below and return it to me no later than April 3, 2018. If you have any questions, please feel free to contact me.

Sincerely,



/s/ KATY FINK
Katy Fink
Vice President, Chief Human Resources Officer

I accept this offer of employment with Stryker and agree to the terms and conditions outlined in this letter:



/s/ LONNY CARPENTER		4/3/2018
Lonny Carpenter		Date

c: Employee file, Kevin Lobo