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CISCO SYSTEMS, INC.

For the period ended Dec 15, 2026. Filed Oct 29, 2026.

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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 15, 2026 · Filed Oct 29, 2026

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:

☐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 TimeVirtual Attendance InstructionsAttend the annual meeting online, including to vote and submit questions, at: www.virtualshareholdermeeting.com/CSCO2026
Record Date October 16, 2026Electronic 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 Summary1
Governance and Board Matters6
Corporate Governance6
Policies, Guidelines, and Practices6
Public Policy Engagements7
Stockholder Engagement7
Board of Directors7
Board Independence7
Board Leadership Structure7
Board Committees and Meetings8
Board’s Role in Strategy12
Board’s Role in Risk Oversight13
Director Nominee Qualifications, Skills and Attributes14
Board Performance Evaluation Process14
Board Refreshment15
Stockholder Communications with the Board16
Proposal 1: Election of Directors17
Business Experience and Qualifications of Nominees18
Board Composition23
Independent Directors24
Director Compensation24
Compensation Committee Matters28
Proposal 2: Advisory Vote to Approve Executive Compensation28
Executive Compensation30
Compensation Discussion and Analysis30
Compensation Committee Report51
Fiscal 2026 Compensation Tables52
Summary Compensation Table52
Grants of Plan-Based Awards – Fiscal 202657
Outstanding Equity Awards At Fiscal 2026 Year-End58
Stock Vested – Fiscal 202660
Nonqualified Deferred Compensation – Fiscal 202660
Potential Payments upon Termination or Change in Control62
CEO Pay Ratio63
Pay Versus Performance64
Ownership of Securities68
Audit Committee Matters70
Proposal 3: Ratification of Independent Registered Public Accounting Firm70
Audit Committee Report72
Certain Relationships and Transactions with Related Persons73
Stockholder Proposals74
Proposal 4: Stockholder Proposal74
Proposal 5: Stockholder Proposal77
Other Important Information About the Meeting80
Appendix87
iCisco 2026 Proxy Statement
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.