Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023     CISCO SYSTEMS, INC. (Exact name of registrant as specified in its charter)       Delaware   001-39940   77-0059951 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   170 West Tasman Drive , San Jose , California   95134-1706 (Address of principal executive offices)   (Zip Code) (408) 526-4000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):     ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.001 per share   CSCO   The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       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 2005 Stock Incentive Plan At the Annual Meeting of Stockholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December 6, 2023, Cisco’s stockholders approved the amendment and restatement of the Cisco 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 5, 2023, subject to the approval of Cisco’s stockholders, and became effective with such stockholder approval on December 6, 2023. As a result of such stockholder approval, the Amended Stock Plan was materially amended and modified to increase the number of shares authorized for issuance thereunder by 80.575 million shares. The Amended Stock Plan will expire on the date of the 2030 Annual Meeting. 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 material 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 27 through 36) in Cisco’s definitive proxy statement dated October 12, 2023, and filed with the Securities and Exchange Commission on October 17, 2023 (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 six proposals and cast their votes as follows: Proposal 1: To elect nine members of Cisco’s Board:   Nominee    For      Against      Abstained      Broker Non-Votes   Wesley G. Bush      2,767,447,290        74,809,137        10,411,420        452,387,082   Michael D. Capellas      2,599,433,811        242,756,373        10,477,663        452,387,082   Mark Garrett      2,730,381,457        111,796,139        10,490,251        452,387,082   John D. Harris II      2,758,475,281        83,607,252        10,585,314        452,387,082   Dr. Kristina M. Johnson      2,685,395,636        157,182,348        10,089,863        452,387,082   Sarah Rae Murphy      2,821,114,401        21,379,886        10,173,560        452,387,082   Charles H. Robbins      2,604,156,158        226,179,566        22,332,123        452,387,082   Daniel H. Schulman      2,825,102,141        17,093,487        10,472,219        452,387,082   Marianna Tessel      2,829,782,522        12,804,280        10,081,045        452,387,082   Proposal 2: To approve the amendment and restatement of the Cisco 2005 Stock Incentive Plan:   For   Against   Abstained   Broker Non-Votes 2,678,976,678   155,326,172   18,364,997   452,387,082 Proposal 3: To approve, on an advisory basis, executive compensation:   For   Against   Abstained   Broker Non-Votes 2,123,293,848   709,240,188   20,133,811   452,387,082 Proposal 4: To determine, on a non-binding advisory basis, the frequency of holding future votes regarding executive compensation:   1 Year   2 Years   3 Years   Abstained   Broker Non-Votes 2,799,940,790   4,917,383   36,413,747   11,395,927   452,387,082 Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation. Proposal 5: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 27, 2024:   For   Against   Abstained   Broker Non-Votes 3,101,299,574   194,104,732   9,650,623   0 Proposal 6: A stockholder proposal to have Cisco’s Board issue a tax transparency report in consideration of the Global Reporting Initiative’s Tax Standard:   For   Against   Abstained   Broker Non-Votes 680,344,069   2,023,446,198   148,877,580   452,387,082   Item 9.01. Financial Statements and Exhibits. (d) Exhibits   Exhibit Number    Description of Document 10.1    Cisco Systems, Inc. 2005 Stock Incentive Plan (including related form agreements) 104    Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       CISCO SYSTEMS, INC. Dated: December 8, 2023     By:   /s/ Evan Sloves     Name:   Evan Sloves     Title:   Secretary