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 9, 2024, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about October 18, 2024 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 oncisco.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 Time | | | Place | | | Record Date | |
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| | Monday,December 9, 20248:00 a.m. Pacific Time | | | Attend the annual meeting online at www.virtualshareholdermeeting.com/CSCO2024 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. | | | October 10, 2024 | |
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| | Question and Answer Session | | | Voting | | | Technical Difficulties | |
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| | Submit questions before the annual meeting at www.proxyvote.com after logging in with your Control Number or you can submit questions during the meeting. | | | Vote 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 80 of this Proxy Statement. | | | If you have difficulty accessing the annual meeting, please call the technical support telephone numbers referenced on the login page of www.virtualshareholdermeeting.com/CSCO2024. | |
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| | Cisco 2024 Proxy Statement | | | 1 | |
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Annual Meeting Proposals
| · Proposal · · · Recommendation of the Board · · · Page · · · · |
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| | Proposal No. 1 | | | Election of Directors | | | FOR each of the nominees | | | 16 | | | | |
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| | Proposal No. 2 | | | Advisory Vote to Approve Executive Compensation | | | FOR | | | 27 | | | | |
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| | Proposal No. 3 | | | Ratification of Independent Registered Public Accounting Firm | | | FOR | | | 76 | | | | |
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Business Overview
Cisco designs and sells a broad range of technologies that help to power, secure, and draw insights from the internet. We are integrating artificial intelligence (AI) into our product portfolios across networking, security, collaboration and observability to simplify how our technology is delivered, managed and optimized and to help customers maximize the business value of their technology investments and accelerate their digital transformation.
Across the globe, businesses and organizations of every size are leveraging Cisco technology to transform and drive better outcomes and experiences. We also help customers navigate emerging technological shifts. In today’s dynamic environment, our customers have three key priorities: build modern and resilient infrastructure; protect against the cyber threats of today and tomorrow; and harness the power of AI and data.
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:
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Our corporate governance policies, guidelines, and practices and where you can find key information regarding our corporate governance initiatives;
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Our balanced Board leadership structure and qualifications, including a robust Lead Independent Director role;
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Our environmental, social, and governance (“ESG”) initiatives related to Cisco’s Purpose to Power an Inclusive Future for All; and
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Our fiscal 2024 stockholder engagement program, where we engaged with stockholders representing approximately 57% of shares outstanding at the end of the fiscal year, including 43% of our top 30 stockholders.
Board of Directors Highlights
| | Cisco 2024 Proxy Statement | | | 3 | |
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Executive Compensation Highlights
Our pay practices align with our pay-for-performance philosophy and underscore our commitment to sound compensation and governance practices.
| | Our executive compensation program rewards performance | | | | We apply leading executive compensation practices | |
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| | ■ ■ 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 ■ Other than Mr. Steele, who entered into a letter agreement in connection with our acquisition of Splunk Inc. (“Splunk”), none of our executive officers have employment, severance or change in control agreements ■ Stock ownership guidelines ■ 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 | |
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