8-KLeadership Changes

STRYKER CORP 8-K Report, Executive Changes (Nov 12, 2008)

Filed November 12, 2008For Securities:SYK

Summary

This 8-K filing from Stryker Corporation (SYK), filed on November 12, 2008, primarily details significant changes in the company's senior financial leadership and provides an update on an agreement related to Auction Rate Securities (ARS). Effective January 1, 2009, Group President Si Johnson will retire from his corporate officer role but remain an advisor. More notably, Vice President and CFO Dean Bergy will step down from his financial roles to pursue charitable interests, transitioning through March 31, 2009. He will be succeeded by Curt R. Hartman, who will assume the CFO role in stages starting December 1, 2008. Additionally, Tony M. McKinney will take over as Chief Accounting Officer and principal accounting officer on December 1, 2008. These executive transitions are a key focus for investors assessing leadership stability and financial oversight. Furthermore, Stryker announced on November 10, 2008, an agreement with UBS Financial Services Inc. concerning its holdings in Auction Rate Securities. Under this agreement, Stryker has been granted the right to sell its ARS at par value to UBS between June 30, 2010, and July 2, 2012. This provides some recourse for Stryker's ARS investments, a critical point given the market conditions at the time, while also releasing UBS from most claims related to the ARS sales.

Key Highlights

  • 1Significant changes in senior financial leadership including the upcoming retirement of Group President Si Johnson and the departure of CFO Dean Bergy.
  • 2Curt R. Hartman appointed as Vice President, Finance and co-principal financial officer, with a planned transition to Vice President and Chief Financial Officer by March 31, 2009.
  • 3Tony M. McKinney appointed as Vice President, Chief Accounting Officer and principal accounting officer, effective December 1, 2008.
  • 4Dean Bergy will remain CFO and co-principal financial officer until March 31, 2009, and then serve as an advisor.
  • 5Stryker entered into an Auction Rate Securities (ARS) Rights agreement with UBS Financial Services Inc.
  • 6The ARS Rights agreement allows Stryker to sell its auction rate securities at par value to UBS between June 30, 2010, and July 2, 2012.
  • 7Stryker released UBS from most claims related to ARS sales in exchange for the ARS Rights, with exceptions for direct consequential damages from marketing and sales.

Frequently Asked Questions

The key leadership changes involve the departure of Vice President and CFO Dean Bergy, who will step down from his financial roles by March 31, 2009, to pursue other interests. Curt R. Hartman will transition into the CFO role, starting as VP, Finance and co-principal financial officer on December 1, 2008, and becoming the sole CFO by March 31, 2009. Tony M. McKinney will become the Chief Accounting Officer and principal accounting officer on December 1, 2008. Additionally, Group President Si Johnson will retire from his corporate officer role.

The agreement with UBS provides Stryker with the right to sell its Auction Rate Securities at par value to UBS during a specific window from June 30, 2010, to July 2, 2012. This offers Stryker potential recourse for its ARS investments, which were a concern in the financial market environment of late 2008, by guaranteeing a sale at par value, thus mitigating potential losses.

By accepting the ARS Rights, Stryker has released UBS and its employees/agents from most claims related to the marketing and sale of ARS. The exceptions are for consequential damages directly resulting from UBS's marketing and sale of ARS. Stryker also agreed not to act as a class representative or benefit from any class action settlements concerning ARS.

Curt R. Hartman will become Vice President, Finance and co-principal financial officer on December 1, 2008, and the Vice President and Chief Financial Officer and sole principal financial officer on March 31, 2009. Tony M. McKinney will become Vice President, Chief Accounting Officer and principal accounting officer on December 1, 2008. Dean Bergy will remain CFO and co-principal financial officer until March 31, 2009.