Cisco Systems Inc.

12/17/2025 | Press release | Distributed by Public on 12/17/2025 15:42

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02.
 		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan
At the Annual Meeting of Stockholders (the "Meeting") of Cisco Systems, Inc. ("Cisco") held on December 16, 2025, Cisco's stockholders approved the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan (as amended and restated, the "Amended Stock Plan"). The Amended Stock Plan was approved by Cisco's Board of Directors (the "Board") on October 16, 2025, subject to the approval of Cisco's stockholders, and became effective with such stockholder approval on December 16, 2025.
As a result of such stockholder approval, the Amended Stock Plan was amended and modified to increase the number of shares authorized for issuance thereunder by 57,490,000 shares. The Amended Stock Plan will terminate on the date of the 2030 Annual Meeting, unless re-adopted or extended by the stockholders prior to or on such date. Except for this increase, the terms of the Amended Stock Plan remain unchanged.
A more complete description of the terms of the Amended Stock Plan and the amendments and modifications thereto can be found in "Compensation Committee Matters - Proposal No. 2 - Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan" (pages 28 through 37) in Cisco's definitive proxy statement, dated October 28, 2025, and filed with the Securities and Exchange Commission on October 28, 2025 (the "Proxy Statement"), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Amended Stock Plan, a copy of which is filed as Exhibit 10.1 to this report.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Meeting, Cisco's stockholders voted on the following five proposals and cast their votes as follows:
Proposal 1: To elect nine members of the Board:
Nominee
For
Against
Abstained
Broker Non-Votes
Michael D. Capellas
2,664,285,240 230,015,669 4,601,262 426,487,003
Mark Garrett
2,823,986,851 70,328,089 4,587,231 426,487,003
John D. Harris II
2,873,216,583 20,988,282 4,697,306 426,487,003
Dr. Kristina M. Johnson
2,808,353,781 86,251,768 4,296,622 426,487,003
Sarah Rae Murphy
2,886,367,216 8,158,091 4,376,864 426,487,003
Charles H. Robbins
2,621,419,435 262,324,202 15,158,534 426,487,003
Daniel H. Schulman
2,588,199,109 268,494,195 42,208,867 426,487,003
Marianna Tessel
2,873,756,933 20,772,294 4,372,944 426,487,003
Kevin Weil 2,884,574,714 9,760,828 4,566,629 426,487,003
Proposal 2: To approve the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan:
For
Against
Abstained
Broker Non-Votes
2,789,720,218 93,830,240 15,351,713 426,487,003
Proposal 3: To approve, on an advisory basis, executive compensation:
For
Against
Abstained
Broker Non-Votes
2,550,271,585 314,628,035 34,002,551 426,487,003
Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 25, 2026:
For
Against
Abstained
Broker Non-Votes
3,034,788,553 285,499,501 5,101,120
0
Proposal 5: A stockholder proposal to request the Board to conduct an evaluation and issue a report assessing how Cisco's inclusion programs provide positive financial value to stockholders:
For
Against
Abstained
Broker Non-Votes
30,473,075 2,826,591,726 41,837,370 426,487,003
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