CISCO SYSTEMS, INC.
For the period ended Dec 16, 2025. Filed Oct 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 16, 2025 · Filed Oct 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
CISCO SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
Message from our Chairand Chief Executive Officer
Dear Cisco Stockholders:
On behalf of the Board of Directors, I would like to thank you for your investment and trust in Cisco as we focus on making strategic investments in innovation, executing with urgency to capture the opportunities ahead, and driving durable, profitable growth.
Fiscal 2025 represented a defining moment in Cisco’s history. Against the backdrop of a complex environment, we delivered strong financial results and completed the successful integration of Splunk, while delivering world-class innovation at unprecedented speed. Our teams executed with precision, further deepening relationships with customers and partners, while positioning Cisco at the heart of the most significant technology transition of our lifetime – Artificial Intelligence.
Having refreshed almost our entire product portfolio with industry-leading networking systems powered by Cisco Silicon One, AI-native security solutions, and software operating systems, I am incredibly proud of our accomplishments and more confident than ever in our ability to provide the critical infrastructure needed for the AI era.
We delivered $56.7 billion in revenue in fiscal 2025, up 5% year-over-year, and, with subscriptions making up more than half of our revenue and helping to fuel our profitability, we also delivered strong margins and earnings per share. The profitable growth of our business continues to produce strong cash flows, enabling us to return significant value to you. In fiscal 2025, we returned a total of $12.4 billion through dividends and share repurchases, representing 94% of our free cash flow(1). We also delivered solid growth in annualized recurring revenue and remaining performance obligations in fiscal 2025, providing a strong foundation for our future performance.
I invite you to read more about our financial performance in our 2025 Annual Report and to learn more about how we continue to pursue our Purpose—to Power an Inclusive Future for All—by visiting our Purpose Reporting Hub(2) on our website. We remain committed to engaging with our stockholders to gain valuable input on our strategy, compensation, sustainability, and governance practices. In fiscal 2025, we engaged with stockholders representing approximately 61% of Cisco’s shares outstanding at the end of fiscal year.
It is a tremendous honor to lead this company and serve as Chair of the Board. I look forward to your participation in our 2025 Annual Meeting of Stockholders and encourage you to vote your shares by proxy and submit your questions ahead of this meeting.
Sincerely,
Chuck Robbins
Chair and Chief Executive Officer
(1)See the Appendix for a definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP financial measure.
(2)The content of the Purpose Report, our Purpose Reporting Hub, and related supplemental information are not incorporated by reference into this proxy statement or in any other report or document we file with the SEC.
Notice of Annual Meetingof Stockholders
| Date & TimeDecember 16, 2025 8:00 a.m. Pacific TimeRecord Date October 17, 2025 | Virtual Attendance InstructionsAttend the annual meeting online, including to vote and submit questions, at: www.virtualshareholdermeeting.com/CSCO2025 | |
|---|---|---|
| Electronic DeliveryIf you would like to help reduce the costs incurred by our company in mailing proxy materials, please consent for electronic delivery of our proxy materials by signing up at www.proxyvote.com or scan the QR code. |
Items of Business
lTo elect to Cisco’s Board of Directors the following nine nominees presented by the Board: Michael D. Capellas, Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Sarah Rae Murphy, Charles H. Robbins, Daniel H. Schulman, Marianna Tessel, and Kevin Weil
lTo approve the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan
lTo vote on a non-binding advisory resolution to approve executive compensation
lTo ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 25, 2026
lTo vote upon a proposal submitted by a stockholder, if properly presented at the annual meeting
lTo act upon such other matters as may properly come before the annual meeting or any adjournments or postponements
Virtual Annual Meeting
l We are pleased to provide stockholders with the opportunity to participate in the annual meeting online to facilitate stockholder attendance and to provide a consistent experience to all stockholders regardless of location.
l To participate in the virtual-only annual meeting, including to vote or submit questions, stockholders should go to the meeting website at www.virtualshareholdermeeting.com/CSCO2025, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website.
l If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the www.virtualshareholdermeeting.com/CSCO2025 website and it does not include a 16‑digit control number, you should contact your bank, broker, or other nominee to obtain a “legal proxy” in order to be able to attend, participate in, and vote at the annual meeting.
l Additional information regarding the virtual annual meeting can be found in the “Other Important Information About the Meeting” section on page 92.
Proxy Voting
Whether or not you participate in the annual meeting, it is important that your shares be part of the voting process. Please refer to the section entitled “Other Important Information About the Meeting” on page 92 of the Proxy Statement for a detailed description of how to vote in advance of the meeting.
Mailing Address of Corporate Headquarters
170 West Tasman Drive, San Jose, California 95134
By Order of the Board of Directors
Evan Sloves
Secretary
| Proxy Summary | 1 |
|---|---|
| Governance and Board Matters | 6 |
| Corporate Governance | 6 |
| Policies, Guidelines, and Practices | 6 |
| Public Policy Engagements | 7 |
| Stockholder Engagement | 7 |
| Board of Directors | 7 |
| Board Leadership Structure | 7 |
| Board Committees and Meetings | 8 |
| Board’s Role in Strategy | 12 |
| Board’s Role in Risk Oversight | 13 |
| Director Nominee Qualifications, Skills and Attributes | 14 |
| Board Performance Evaluation Process | 14 |
| Board Refreshment | 15 |
| Stockholder Communications with the Board | 16 |
| Proposal 1: Election of Directors | 17 |
| Business Experience and Qualifications of Nominees | 18 |
| Board Composition | 23 |
| Independent Directors | 24 |
| Director Compensation | 24 |
| Compensation Committee Matters | 28 |
| Proposal 2: Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan | 28 |
| Proposal 3: Advisory Vote to Approve Executive Compensation | 38 |
| Executive Compensation | 40 |
| Compensation Discussion and Analysis | 40 |
| Compensation Committee Report | 65 |
|---|---|
| Fiscal 2025 Compensation Tables | 66 |
| Summary Compensation Table | 66 |
| Grants of Plan-Based Awards – Fiscal 2025 | 71 |
| Outstanding Equity Awards At Fiscal 2025 Year-End | 73 |
| Stock Vested – Fiscal 2025 | 75 |
| Nonqualified Deferred Compensation – Fiscal 2025 | 75 |
| Potential Payments upon Termination or Change in Control | 77 |
| CEO Pay Ratio | 79 |
| Pay Versus Performance | 80 |
| Ownership of Securities | 84 |
| Audit Committee Matters | 86 |
| Proposal 4: Ratification of Independent Registered Public Accounting Firm | 86 |
| Audit Committee Report | 88 |
| Certain Relationships and Transactions with Related Persons | 89 |
| Stockholder Proposal | 90 |
| Proposal 5: Stockholder Proposal | 90 |
| Other Important Information About the Meeting | 92 |
| Appendix | 99 |
| i | Cisco 2025 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.