CISCO SYSTEMS, INC.
For the period ended Dec 15, 2026. Filed Oct 29, 2026.
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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 15, 2026 · Filed Oct 29, 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:
| ☐ | 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
To our stockholders:
On behalf of the Board of Directors, thank you for your continued investment and trust in Cisco. We remain focused on investing strategically in innovation, driving durable growth, and helping our customers unlock the full potential of AI.
Fiscal 2026 was a record year for us. We delivered the highest revenue, non-GAAP operating margin, and earnings per employee in 30 years. This is a testament to the excellent execution by our teams and the increasingly critical role our technology plays in the AI era.
We believe the accelerating adoption of AI is fueling a multi-year networking supercycle, and Cisco is uniquely positioned to help our customers navigate this transformational technology shift. The depth and breadth of our portfolio enable us to meet our customers wherever and however they choose to deploy AI — in the public cloud, through neo or sovereign clouds, on-premise, or at the network edge.
Put simply, secure networking is essential for successful AI deployments. This represents a significant opportunity for Cisco, and we believe it’s only just beginning.
We are incredibly proud of our strong performance and all that we accomplished this past fiscal year. We delivered a record $63.3 billion in revenue in fiscal 2026, up 12% year-over-year. We achieved this while also increasing our GAAP and non-GAAP operating margin(1) by 350 basis points and 40 basis points to 24.3% and 34.8%, respectively, demonstrating continuing operating leverage. GAAP and non-GAAP earnings per share(1) were $3.33 and $4.33, up 31% and 14%, respectively, both record results and growing faster than our double-digit top line revenue growth rate.
Because of our strong financial discipline and operational efficiency, we were able to return significant value to our stockholders. In fiscal 2026, we returned a total of $12.7 billion through dividends and share repurchases, representing 99% of our free cash flow(1).
I invite you to read more about our financial performance in our 2026 Annual Report and learn more about our Purpose 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 2026, we engaged with stockholders representing approximately 59% of Cisco’s shares outstanding at the end of the fiscal year.
It is a tremendous honor to lead this company and serve as Chair of the Board at a time of such profound technological transformation. I look forward to your participation in our 2026 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 athttps://www.cisco.com/c/m/en_us/about/purpose/reporting-hub.html, 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 15, 2026 8:00 a.m. Pacific Time | Virtual Attendance InstructionsAttend the annual meeting online, including to vote and submit questions, at: www.virtualshareholdermeeting.com/CSCO2026 |
|---|---|
| Record Date October 16, 2026 | 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 ten nominees presented by the Board: Michael D. Capellas, Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Sarah Rae Murphy, Girish D. Rishi, Charles H. Robbins, Peter A. Shimer, Marianna Tessel, and Kevin Weil
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 31, 2027
lTo vote upon two proposals submitted by stockholders, 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, which we believe facilitates attendance and provides a consistent experience for 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/CSCO2026, 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/CSCO2026 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 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 80.
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
| 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 Independence | 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: Advisory Vote to Approve Executive Compensation | 28 |
| Executive Compensation | 30 |
| Compensation Discussion and Analysis | 30 |
| Compensation Committee Report | 51 |
|---|---|
| Fiscal 2026 Compensation Tables | 52 |
| Summary Compensation Table | 52 |
| Grants of Plan-Based Awards – Fiscal 2026 | 57 |
| Outstanding Equity Awards At Fiscal 2026 Year-End | 58 |
| Stock Vested – Fiscal 2026 | 60 |
| Nonqualified Deferred Compensation – Fiscal 2026 | 60 |
| Potential Payments upon Termination or Change in Control | 62 |
| CEO Pay Ratio | 63 |
| Pay Versus Performance | 64 |
| Ownership of Securities | 68 |
| Audit Committee Matters | 70 |
| Proposal 3: Ratification of Independent Registered Public Accounting Firm | 70 |
| Audit Committee Report | 72 |
| Certain Relationships and Transactions with Related Persons | 73 |
| Stockholder Proposals | 74 |
| Proposal 4: Stockholder Proposal | 74 |
| Proposal 5: Stockholder Proposal | 77 |
| Other Important Information About the Meeting | 80 |
| Appendix | 87 |
| i | Cisco 2026 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.