You can also attend the virtual shareholder meeting as a guest by phone. The telephone number to listen to the meeting is 877-328-25021-877-328-2502 (U.S. Domestic Toll Free) or 412-317-54191-412-317-5419 (International).

Ten directors are to be elected to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. All of the nominees listed on pages 7 and 8below are currently members of our Board of Directors, other than Ms. Skeete Tatum, who is standing for initial election.Directors. The nominees have consented to serve if elected, and we have no reason to believe that any of them will be unable to serve. If any nominee becomes unavailable for any reason, proxies will be voted for the alternate candidate, if any, chosen by the Board or the number of directors constituting the full Board will be reduced to eliminate the vacancy.

The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP is in the best interest of the Company and our shareholders and, at its February 20202023 meeting, the Audit Committee appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2020,2023, subject to approval of the scope of the audit engagement and the estimated audit fees, which will be presented to the Audit Committee at its July 2020August 2023 meeting. While not required, we are submitting the appointment to the shareholders as a matter of good corporate practice to obtain their views. We expect representatives of Ernst & Young LLP to attend the annual meeting with the opportunity to make a statement if they desire to do so. If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the year 2020.2023. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Stryker and its shareholders.

As described under "Compensation Discussion and Analysis" beginning on page 18,22, our objective in setting executive compensation is to provide a total compensation package that allows us to continue to attract, motivate and retain talented executives who drive our Company's success while aligning compensation with the interests of our shareholders and the achievement of our key business objectives. Consistent with this philosophy, a significant percentage of the total compensation opportunity for each of our NEOs is based on measurable corporate and individualfinancial performance both financial and non-financial, and on the performance of our shares on a long-term basis.

Myra K. Young, who has indicated itshe is a beneficial owner of no less than $2,000 in market value of shares of the Company’sCompany's common stock, has notified the Company of itsher intention to present the following proposal at the Annual Meeting. The address of, and number of shares held by, the proponent will be furnished upon oral or written request made to the Company.

While we support the proposal’s stated objectives of transparency and accountability, we believe the proposal’s requested disclosure is designednot necessary in light of our nearly non-existent political contributions. We do not directly make contributions or expenditures to identifyparticipate or intervene in any campaign on behalf of, or in opposition to, any candidate for public office or to influence the general public with respect to the candidate for a specific election at the U.S. federal, state or local level. Further, we do not have a Company-sponsored Political Action Committee and, nominatetherefore, we do not currently make any U.S. or state campaign contributions.

We participate in certain industry trade organizations for many important reasons, including business, technical and industry standard-setting expertise. While we may not support each of the strongest director candidates from all available sources. Thisinitiatives of every association in which we participate or align with every position of every association to which we belong, we believe it is reflected by the fact that our directors collectively have senior leadership experience at major domestic and international companies, including companiesimportant to participate in the healthcare sector, as well as vital management skills,discussions these organizations have on industry-relevant topics so that important decisions that may affect our business, employees, customers and shareholders are made with our input.

Moreover, U.S. federal and all 50 state election laws require either the contributor or the recipient campaign or committee to publicly file reports disclosing such as strategiccontributions, including quarterly reporting for all U.S. federal lobbying activity and financial planning, public company financialexpenditures and semi-annual reporting compliance, risk management, leadership development,for U.S. political contributions. As already indicated, we have nothing to currently report and international business experience. Many of our directors also have experience on boards of other large public companies, giving them a broad understanding of corporate governance practices and trends, challenges and strategies.

The Company's strategy regarding political contributions and broader public policy positions is determined by senior management. Our Governance and Nominating Committee, which is comprised entirely of independent directors, oversees this strategy in the charter ofaccordance with the Governance and Nominating Committee, when seeking director candidates,Committee’s responsibility for overseeing key risks and risk management issues facing the Governance and Nominating Committee will consult with incumbent directors, management and others and will review information obtained from a variety of sources. The Governance and Nominating Committee is committed to actively identifying, recruiting and advancing diverse candidates and looks for several critical qualitiesCompany. We believe our disclosures are appropriate in screening and evaluating potential director candidates to serve our shareholders. Chief among these qualities are the background and reputation of potential candidates in terms of their character, personal and professional integrity, business and financial experience and acumen and experience in healthcare, corporate compliance or regulatory and governmental affairs. The Governance and Nominating Committee also considers how each individual would contribute to and strengthen the Board and complement the other directors in terms of expertise, diversity of viewpoint and opinion, professional experience, education and skills. This proposal would require us to deviate from our existing rigorous processes and could diminish the effectiveness of our Board.

For the foregoing reasons, the Board recommends that shareholders vote AGAINST Proposal 4.5. As with all proposals, if the proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

The following table sets forth certain information with respect to beneficial ownership of Common Stock by the only persons known by us to be the beneficial owners of more than 5% of our Common Stock.

Our Board is responsible for directing and overseeing the management of the Company's business in the best interests of the shareholders and consistent with good corporate practice. The Board oversees strategic direction and priorities for the Company, approves the selection of the senior management team and monitors the Company's risk, performance and impact on its stakeholders, including environmental, social and governance (ESG) related matters. At one meeting each year,stakeholders. On an annual basis, the Board and management focus on the Company's overall strategic plan and direction. At the meeting in December,direction and strategic risks, as well as the capital plan and budget for the next year are reviewed.year. A fundamental part of setting the Company's business strategy is the assessment of the risks the Company faces and how they are managed. The Board assesses risks both through review and discussion by the full Board and by delegating risk oversight responsibilities to the Board committees, with the risk management program and certain key risks monitored at both the Board and committee levels and presented at least annually to the full Board. The Board, the Audit Committee and the Governance and Nominating Committee meet regularly throughout the year with our Group Presidents and our Finance, Information Security, Tax, Treasury, Internal Audit, Legal and Compliance management teams to assess the financial, legal/compliance, cybersecurity and operational/strategic risks throughout our businesses and review our insurance and other risk management programs and policies to enable the Board to exercise its ultimate oversight responsibility for the Company's risk management processes.

Under the listing standards of the New York Stock Exchange ("NYSE"(the "NYSE"), a director is not independent unless the Board determines that he or she has no material relationship with Stryker, either directly or through any organization with which he or she is affiliated that has a relationship with Stryker. While the NYSE listing standards require that at least a majority of the directors be independent, our Corporate Governance Guidelines provide that at least two-thirds of the directors will be independent. The Board has determined that our new director nominee and all of our current directors other than Mr. Lobo are independent under the NYSE listing standards. That determination was based on a review of the responses of the current directors and new director nominee to questions about employment history, affiliation and family and other relationships, including in the case of Mr. Silvernail the transactions with IDEX Corporation that are discussed under "Certain Relationships and Related Party Transactions" on page 17, and on discussions with the current directors and new director nominee.directors. In the case of Ms. Stryker, the Board also considered that the Company spent $969,000$450,000 in 20192022 on functions and meetings including the 2019 annual meeting, held at hotel, restaurant and entertainment properties in Kalamazoo, Michigan (principally the Radisson Plaza Hotel) that are owned by Greenleaf Hospitality and that Stryker also reimbursed employees for hotel, restaurant and other expenses incurred by them at such properties while they were in Kalamazoo for business meetings. Management of Stryker has been advised by Greenleaf Hospitality that Greenleaf Hospitality is 100% owned by Ms. Stryker's husband. The Board has determined that the relationship with Greenleaf Hospitality is not material under the circumstances, including the modest nature of the transactions compared to the total revenues of Stryker and Greenleaf Hospitality, the ordinary course status of the transactions and the arm's length nature of the transactions, including a Stryker discounted rate from Greenleaf Hospitality.

The Board believes that it is important to retain flexibility to make the determination as to whether the interests of the Company and our shareholders are best served by having the same person serve as both Chief Executive Officer and ChairmanChair of the Board or whether the roles should be separated based on the circumstances at any given time. At different times in the past, both approaches have been used. The Board periodically reassesses the leadership structure of the Board and, after considering the pros and cons of the alternatives in light of the Company's operating and governance environment, has concluded that the most effective current leadership structure is for Mr. Lobo to serve in the combined role of ChairmanChair of the Board and Chief Executive Officer and have full responsibility for the day-to-day management of the Company. When the same person serves as Chief Executive Officer and ChairmanChair of the Board, we have a Lead Independent Director, designated by the other independent directors. That position, which is currently held by Mr. Golston,Ms. McCoy, entails significant responsibility and opportunity for independent Board leadership. In that role, Mr. GolstonMs. McCoy is responsible for coordinating the activities of the independent directors. HeShe chairs the executive sessions of the independent directors and also acts as an intermediary between the independent directors and senior management on sensitive issues, including matters considered by the non-management directors in executive session. Other matters that heshe is responsible for as the Lead Independent Director include working with Mr. Lobo and the Vice President, Corporate Secretary to set the agenda for Board meetings, assuring the adequacy of the flow of information from management to the non-management directors, setting the meeting schedules to assure there is sufficient time for discussion of all agenda items, directing the retention of consultants who report directly to the Board when deemed appropriate, participating, along with the members of the Compensation and Human Capital Committee and the fullother independent directors of the Board, in the evaluation of the Chief Executive Officer and, together with the Chair of the Compensation and Human Capital Committee or an independent director designated by the Compensation and Human Capital Committee in the event the Lead Independent Director is also the Chair of the Compensation and Human Capital Committee, meeting with the Chief Executive Officer to discuss such evaluation, consulting with the Governance and Nominating Committee concerning the members and chairpersons of Board committees and assisting management and the Board in assuring compliance with and implementation of our Corporate Governance Guidelines. HeShe also facilitates discussion among the non-management directors on key issues and concerns outside of Board meetings.

Our Corporate Governance Guidelines require the independent directors to meet in executive session at least once per year. Non-management directors meet on a regular basis in executive session in conjunction with meetings of the Board and its Committees to provide an opportunity for discussion of topics of concern without any member of management being present.

Shareholders and other interested persons may communicate directly with the Board on a confidential basis by mail to Stryker Board of Directors at 2825 Airview Boulevard, Kalamazoo, Michigan 49002. All such communications will be received directly by the Chair of the Governance and Nominating Committee and will not be screened or reviewed by any Stryker personnel.

We reflect our mission to make healthcare better in our corporate responsibility ("CR") objective: to positively impact people and Chief Executive Officerour planet through responsible, sustainable practices that create a better, healthier world. We use the term corporate responsibility to encompass our ESG, including sustainability, efforts.

The Compensation and Human Capital Committee considered the results of the advisory shareholder vote on executive compensation at our 20192022 annual meeting of shareholders at which the executive compensation program for our NEOs as disclosed in the proxy statement for that meeting was approved by 97%approximately 91% of the votes cast. The Compensation and Human Capital Committee continues to believe that our executive compensation policies, practices and programs are appropriate and, in light of the results of the advisory vote, believes our shareholders feel the same.

Individual compensation elements, along with an explanation of how we make decisions about each element, are described in detail under "2019"2022 Compensation Elements" beginning on page 20.25.

The comparison group companies used in the 20182021 benchmarking study were: 

Semler Brossy performs a similar role for the BoardCompensation and Human Capital Committee with respect to compensation recommendations for the Chief Executive Officer and the non-employee directors.