ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On November 4, 2020, the Board of Directors of Stryker Corporation (the
"Company") increased the number of authorized directors from 10 to 11 and
elected Giovanni Caforio, M.D. to fill the resulting vacancy. Dr. Caforio's
election will become effective on December 1, 2020, and he has not been
appointed to any committee of the Board at this time.
Dr. Caforio has been CEO of Bristol Myers Squibb ("BMS") since May 2015 and
assumed the role of Chairman of the BMS Board in May 2017. As CEO, Dr. Caforio
has led BMS's focus on researching and developing transformational medicines,
which includes leading portfolios in oncology, hematology, immunology and
cardiovascular disease. In 2019, he oversaw BMS's acquisition of Celgene. Dr.
Caforio joined BMS in 2000 and, with his background as a physician, has helped
to strengthen BMS's patient-focused culture. Prior to that, he spent 12 years
with Abbott Laboratories in a number of leadership positions. Dr. Caforio is the
Chairman of the Pharmaceutical Research and Manufacturers of America (PhRMA), a
trade association representing pharmaceutical companies in the United States.
Dr. Caforio will be compensated for his services consistent with the Company's
other non-employee directors, as described in the Company's proxy statement for
its 2020 annual meeting of stockholders filed with the Securities and Exchange
Commission on March 24, 2020. In connection with his appointment to the
Company's Board of Directors, the Company will enter into the form of
indemnification agreement for directors, a copy of which is filed as Exhibit
10(xxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, with Dr. Caforio.
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