STRYKER CORP (Form: 8-K, Received: 08/18/2021 16:09:41)

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): August 16, 2021

STRYKER CORPORATION

(Exact name of registrant as specified in its charter)

Michigan

001-13149

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.10 Par Value

SYK

New York Stock Exchange

1.125% Notes due 2023

SYK23

New York Stock Exchange

0.250% Notes due 2024

SYK24A

New York Stock Exchange

2.125% Notes due 2027

SYK27

New York Stock Exchange

0.750% Notes due 2029

SYK29

New York Stock Exchange

2.625% Notes due 2030

SYK30

New York Stock Exchange

1.000% Notes due 2031

SYK31

New York Stock Exchange

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.

On August 18, 2021, Stryker Corporation (the “Company”) announced that Timothy J. Scannell, President and Chief Operating Officer of the Company, has notified the Company of his intent to retire on March 31, 2023. Effective October 1, 2021, Mr. Scannell will transition from his current role of President and Chief Operating Officer to the position of Advisor to the Chief Executive Officer of the Company. Effective October 1, 2021, J. Andrew Pierce, Group President, MedSurg and Neurotechnology and Spencer S. Stiles, Group President, Orthopedics and Spine will together assume Mr. Scannell’s current responsibilities and report directly to the Chief Executive Officer of the Company. Messrs. Pierce and Stiles will both continue to serve on the Stryker Leadership Team. Effective October 1, 2021, Kevin A. Lobo, the Chair and Chief Executive Officer of the Company, will also become President of the Company.

On August 16, 2021, Mr. Scannell entered into a letter agreement with the Company pursuant to which he will be employed as Advisor to the Company’s Chief Executive Officer from October 1, 2021 through March 31, 2023 to ensure a smooth transition. Under the terms of the letter agreement, Mr. Scannell will continue to receive a 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. Scannell 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 Timothy J. Scannell
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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)


Date:	August 18, 2021	/s/ SEAN C. ETHERIDGE
		Sean C. Etheridge
		Vice President, Corporate Secretary

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

August 16, 2021

Dear Tim:

In connection with your decision to retire from Stryker in 2023 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 Advisor to the CEO, reporting to Kevin Lobo until your retirement from Stryker on March 31, 2023 (“Advisory Period”).

Your effective date in the role of Advisor to the CEO will begin as of October 1, 2021. In this role, you will transition your responsibilities as President to the CEO and as the Chief Operating Officer to the new leadership team responsible for the businesses and teams you currently lead, provide support to new leadership with strategic decisions, and provide other leadership and support as requested by Stryker for other matters prior to your retirement. Your retirement date will be March 31, 2023 (“Retirement Date”). The terms of your compensation and benefits will remain the same as is currently in effect through the Retirement Date:

•Your salary will remain at the annualized amount of $825,000. You will not be eligible for salary increases during Stryker’s regular compensation review process during the term of your Advisory Period.

•You will continue to be eligible for the 2021, 2022 and 2023 incentive bonuses with a target bonus percentage of 100% ($825,000). Terms of the bonus and your objectives will remain consistent with the applicable Bonus Plans for 2021 and 2022. Your 2023 incentive bonus opportunity will be prorated to reflect your time worked during 2023 (Q1 only) and will be calculated based upon the average of 2021 and 2022 performance levels.

•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, 2023. You will not be eligible to receive ongoing stock awards during the term of your Advisory Period.

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 (including but not limited to guidelines concerning Conflicts of Interest), 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. 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/ TIMOTHY J. SCANNELL						8/16/2021
Timothy J. Scannell						Date

c: Employee file, Kevin Lobo