8-KCorporate ChangesExhibits & Filings

STRYKER CORP 8-K Report, Bylaw Amendment (Oct 28, 2008)

Filed October 28, 2008For Securities:SYK

Summary

Stryker Corporation (SYK) filed an 8-K report on October 28, 2008, detailing an amendment to its By-Laws, effective October 22, 2008. The primary change mandates that shareholder proponents of director candidates or proposals must fully disclose their stock ownership and derivative positions, along with those of their associates, when submitting such proposals. This amendment aims to enhance transparency and provide shareholders with more comprehensive information regarding the interests of those seeking to nominate directors or introduce proposals at annual meetings. Investors should view this as a move towards greater corporate governance, allowing for a clearer understanding of potential conflicts of interest or aligned incentives from shareholder advocates.

Key Highlights

  • 1Stryker Corporation amended its By-Laws on October 22, 2008.
  • 2The amendment requires disclosure of stock ownership and derivative positions by shareholder proponents of director candidates or proposals.
  • 3This disclosure requirement applies to the proponent and their associates.
  • 4The By-Laws amendment is intended to increase transparency in shareholder proposals.
  • 5The filing includes the amended By-Laws as an exhibit.
  • 6The Vice President and Chief Financial Officer signed the report.
  • 7The earliest event reported is October 22, 2008.

Frequently Asked Questions

The main purpose of the By-Laws amendment is to enhance transparency by requiring shareholder proponents of director candidates or proposals to disclose their stock ownership and derivative positions, along with those of their associates. This provides other shareholders with more information about the interests of those submitting proposals.

Shareholder proponents who wish to nominate director candidates or bring proposals before the annual meeting of shareholders are required to provide the disclosure. This includes disclosure of their own stock ownership and derivative positions, as well as those of their associates.

The amendment to Stryker Corporation's By-Laws was adopted by the Board of Directors on October 22, 2008, and became effective on that date.

The full text of the amended By-Laws is included as Exhibit 3(ii) to this Form 8-K filing and is incorporated by reference.