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CISCO SYSTEMS, INC.

For the period ended Dec 16, 2025. Filed Oct 28, 2025.

View on SEC.gov

About this filing

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

CSCO$93.85-2.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Summary

These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of Cisco Systems, Inc., a Delaware corporation, for the Annual Meeting of Stockholders to be held on December 16, 2025, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about October 28, 2025 to stockholders entitled to vote at the annual meeting.

This summary highlights selected information about the items to be voted on at the annual meeting and information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider in deciding how to vote, and you should read the entire Proxy Statement carefully before voting. For more complete information about these topics, please review our Annual Report on Form 10-K and the entire Proxy Statement. The information contained on cisco.com or any other website referred to in this Proxy Statement is provided for reference only and is not incorporated by reference into this Proxy Statement.

Participating in the Annual Meeting

Date and TimeTuesday, December 16, 2025 8:00 a.m. Pacific TimeRecord DateOctober 17, 2025
PlaceAttend the annual meeting online at www.virtualshareholdermeeting.com/CSCO2025 using the 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form. We encourage you to join 15 minutes before the start time.VotingVote online before the annual meeting at www.proxyvote.com or attend the meeting virtually and follow the instructions on the website. For additional information regarding voting, see the section entitled “Other Important Information About the Meeting” on page 92 of this Proxy Statement.
Question and Answer SessionSubmit questions before the annual meeting at www.proxyvote.com after logging in with your Control Number or you can submit questions during the meeting.Technical DifficultiesIf you have difficulty accessing the annual meeting, please call the technical support telephone numbers referenced on the login page of www.virtualshareholdermeeting.com/CSCO2025.
Proxy Summary1

Annual Meeting Proposals

Election of Directors
The Board recommends a vote FOR each director nomineeSee page 17
Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan
The Board recommends a vote FOR the approval of the amendment and restatement of the 2005 Stock Incentive PlanSee page 28
Advisory Vote to Approve Executive Compensation
The Board recommends a vote FOR the non-binding advisory resolution to approve executive compensationSee page 38
Ratification of Independent Registered Public Accounting Firm
The Board recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the first year ending July 25, 2026See page 86
Stockholder Proposal
The Board recommends a vote AGAINST the proposal submitted by a stockholderSee page 90

Business Overview

Cisco designs and sells a broad range of technologies that help to power, secure, and draw insights from the Internet. We are incorporating artificial intelligence (AI) into our product portfolios across networking, security, collaboration and observability as well as integrating our products more tightly together. We are simplifying how our technology is delivered, managed and optimized and helping customers maximize the business value of their technology investments.

In today's digital-first world, businesses and organizations globally are deploying technology to pursue their strategic objectives, from accelerating growth to enhancing operational efficiency and fostering innovation. Our strategy is to securely connect everything to make those desired outcomes possible. Our customers have three key priorities in this dynamic environment: (i) to build modern infrastructure; (ii) to protect against the cyber threats of today and tomorrow; and (iii) to harness the power of AI and data. Cisco is at the forefront of this evolution, developing innovative solutions that leverage advanced AI to deliver more valuable outcomes for our customers.

2Cisco 2025 Proxy Statement

Governance and Board Highlights

Cisco’s Board is composed of skilled and diverse directors. The Board has established robust corporate governance practices and policies. In particular, the Board believes strongly in the value of an independent board of directors. Cisco has established a Lead Independent Director role with broad authority and responsibility, which is currently held by Mr. Capellas. See the “Governance and Board Matters” section in this Proxy Statement for more information, including:

Our corporate governance policies, guidelines, and practices and where you can find key information regarding our corporate governance initiatives;

Our balanced Board leadership structure and qualifications, including a robust Lead Independent Director role;

Our initiatives related to Cisco’s Purpose to Power an Inclusive Future for All; and

Our fiscal 2025 stockholder engagement program, where we engaged with stockholders representing approximately 61% of shares outstanding at the end of the fiscal year, including 30% of our top 30 stockholders.

Board Skills and Attributes

The below chart summarizes key qualifications, skills and attributes for our director nominees.

Proxy Summary3

Board of Directors Overview

Committees
Age · DirectorSince · Independent · Audit · Comp & Mgmt Dev · Nom & Gov · Public Policy
Wesley G. Bush*Former Chair and Chief Executive Officer, Northrop Grumman Corporation642019
Michael D. CapellasLEAD INDEPENDENT DIRECTORFounder and Chief Executive Officer, Capellas Strategic Partners712006
Mark GarrettFormer Chief Financial Officer, Adobe Systems Incorporated672018
John D. Harris IIFormer Vice President of BusinessDevelopment, Raytheon Company642021
Dr. Kristina M. JohnsonFormer President, The Ohio State University682012
Sarah Rae MurphyFormer Chief Procurement Officer and Senior Vice President of Global Sourcing, United Airlines Holdings, Inc.422022
Charles H. RobbinsCHAIR Chief Executive Officer, Cisco592015
Daniel H. SchulmanChief Executive Officer, Verizon Communications Inc.672023
Marianna TesselExecutive Vice President and General Manager, Small Business Group, Intuit Inc.572021
Kevin WeilVice President, OpenAI for Science, OpenAI422025
Key to AbbreviatedCommitteesComp & Mgmt DevCompensation and Management Development CommitteeMember
Nom & GovNomination and Governance CommitteeChair
  • In October 2025, Mr. Bush notified the Board of his decision to not stand for re-election at the 2025 Annual Meeting. Mr. Bush intends to serve on the Board until the 2025 Annual Meeting.
4Cisco 2025 Proxy Statement

Executive Compensation Highlights

Our pay practices align with our pay-for-performance philosophy and underscore our commitment to sound compensation and governance practices.

Compensation philosophy designed to attract and retain, motivate performance, and reward achievement

Performance measures aligned with stockholder interests

Majority of annual total direct compensation (“TDC”) is performance-based

No dividends paid or dividend equivalents settled on unvested awards

Independent compensation committee

Independent compensation consultant

Comprehensive annual compensation program risk assessment

Annual compensation peer group review

Caps on incentive compensation

Performance on specific initiatives considered in the variable cash incentive program for executive officers

None of our executive officers have employment, severance or change in control agreements

Stock ownership guidelines and holding requirements

Recoupment (“Clawback”) policy

Limited perquisites

No single-trigger vesting of equity award grants

No stock option repricing or cash-out of underwater equity awards

No supplemental executive retirement plan or executive defined benefit pension plan

No golden parachute tax gross-ups

Broad anti-pledging and anti-hedging policies

Proxy Summary5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.