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CISCO SYSTEMS INC

For the period ended Dec 9, 2024. Filed Oct 18, 2024.

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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 9, 2024 · Filed Oct 18, 2024

CSCO$93.85-2.0%Stored close · as of Nov 6, 2026
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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:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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CISCO SYSTEMS, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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​Message from our Chair and 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 delivering great outcomes for customers, executing consistently and driving growth.

Fiscal 2024 was a momentous year for Cisco. We delivered solid results, closed the largest acquisition in our history, introduced industry-defining innovation, and served our customers and partners in new and exciting ways. After a challenging start, we ended the year seeing steady customer demand and are entering fiscal 2025 with momentum and optimism.

We delivered $53.8 billion in revenue in fiscal 2024 and good growth in annualized recurring revenue (ARR), remaining performance obligations (RPO), and subscription revenue, boosted by our acquisition of Splunk. In addition, we returned more than $12 billion to stockholders through share repurchases and our cash dividend. I invite you to read more about our financial performance in our 2024 Annual Report.

We remain committed to engaging with our stockholders to gain valuable input on our strategy, compensation, sustainability, and governance practices. In fiscal 2024, we engaged with stockholders representing approximately 57% of Cisco’s shares outstanding at the end of fiscal year. Based on our stockholders’ feedback, we are providing more enriched content in our proxy statement and other disclosures.

Guided by our Purpose to Power an Inclusive Future for All, we have continued to innovate to help deliver on our customers’ desired outcomes and to help solve some of the most pressing issues faced by people, society, and the planet. In 2016, we set an inspired goal to positively impact one billion lives worldwide by 2025 and, thanks to the dedication of our nonprofit partners, the Cisco Foundation®, Cisco Social Innovation Investments, Cisco Networking Academy®, and our people, we exceeded the goal ahead of schedule, positively impacting approximately 1.1 billion people. Please visit our ESG Reporting Hub athttps://www.cisco.com/go/esg-hub to learn more.

It is a tremendous honor to lead this company and to serve as Chair of the Board. I look forward to your participation in our 2024 Annual Meeting of Stockholders and I encourage you to vote your shares by proxy and submit your questions ahead of this meeting.

Sincerely,

Charles H. Robbins

Chair and Chief Executive Officer

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You are cordially invited to participate in the Annual Meeting of Stockholders of Cisco Systems, Inc., which will be held online on Monday, December 9, 2024 at 8:00 a.m. Pacific Time.

Details of the business to be conducted at the annual meeting are given in the Notice of Annual Meeting of Stockholders and the Proxy Statement. You will find a Proxy Summary starting on the first page of the Proxy Statement.

If 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 below.

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​Notice of Annual Meeting of Stockholders​​​
​Date & Time​​​Virtual Attendance Instructions​​​Record Date​​​Electronic Delivery​
​December 9, 20248:00 a.m. Pacific Time​​​Attend the annual meeting online, including to vote and submit questions, at: www.virtualshareholdermeeting.com/CSCO2024​​​October 10, 2024​​​If 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

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To elect to Cisco’s Board of Directors the following nine nominees presented by the Board: Wesley G. Bush, Michael D. Capellas, Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Sarah Rae Murphy, Charles H. Robbins, Daniel H. Schulman, and Marianna Tessel.

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To vote on a non-binding advisory resolution to approve executive compensation.

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To ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 26, 2025.

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To act upon such other matters as may properly come before the annual meeting or any adjournments or postponements.

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Virtual Annual Meeting

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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.

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To participate in the virtual-only annual meeting, including to vote or submit questions, stockholders should go to the meeting website atwww.virtualshareholdermeeting.com/CSCO2024, 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.

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If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through thewww.virtualshareholdermeeting.com/CSCO2024 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.

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Additional information regarding the virtual annual meeting can be found in the “Other Important Information About the Meeting” section on page 80.

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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 80 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

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