CISCO SYSTEMS, INC. (NASDAQ:CSCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of the 2005 Stock Incentive Plan
At the Annual Meeting of Shareholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December11, 2017, Cisco’s shareholders approved the amendment and restatement of the Cisco 2005 Stock Incentive Plan (as amended and restated, the“Amended Stock Plan”). Under Section162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), shareholders must approve the material terms of the Cisco 2005 Stock Incentive Plan every five years. The amendment and restatement of the Cisco 2005 Stock Incentive Plan was approved by Cisco’s Board of Directors (the “Board”) on August9,2017, subject to the approval of Cisco’s shareholders, and became effective with such shareholder approval on December11, 2017.
As a result of such shareholder approval, the Amended Stock Plan was amended and modifiedto set a limit on the total value of equity and cash compensation that may be paid to a non-employee director during each fiscal year. Except for the addition of the limit on non-employee director compensation and providing that dividends and dividend equivalents will not be paid on unvested awards, the terms of the Amended Stock Plan remain unchanged.
A more complete description of the terms of the Amended Stock Plan and the material amendments and modifications thereto can be found in “Compensation Committee Matters — Proposal No.2 — Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan” (pages 19 through 27) in Cisco’s definitive proxy statement dated October23, 2017, and filed with the Securities and Exchange Commission on October25, 2017 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from Cisco’s Proxy Statement are qualified in their entirety by reference to the Amended Stock Plan, a copy of which is filed as Exhibit10.1 to this report.
Amendment and Restatement of the Executive Incentive Plan
At the Meeting held on December11, 2017, Cisco’s shareholders approved the amendment and restatement of the Cisco Executive Incentive Plan (as amended and restated, the“Amended EIP”). Under Section162(m), shareholders must approve the material terms of the Cisco Executive Incentive Plan every five years. The amendment and restatement of the Cisco Executive Incentive Plan was approved by the Compensation and Management Development Committee of Cisco’s Board of Directors on July26, 2017, subject to the approval of Cisco’s shareholders in accordance with Section162(m). The Amended EIP will become available for performance periods beginning in fiscal 2019 with such shareholder approval on December11, 2017.
The purpose of the Amended EIP is to motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain objective performance goals related to the performance of Cisco and its affiliates. Previously, the Cisco Executive Incentive Plan was approved by shareholders at the 2012 annual meeting. As a result of the approval by shareholders at the Meeting, the Amended EIP is substantially the same as the version of the Cisco Executive Incentive Plan approved by shareholders in 2012 except that the Amended EIP provides that the maximum amount of any awards that can be paid under the Amended EIP to any participant during any fiscal year (instead of performance period) is $10,000,000, an annual limit on cash compensation that is prevalent among the companies within Cisco’s peer group.
A more complete description of the terms of the Amended EIP can be found in “Compensation Committee Matters — Proposal No.3 — Approval of the Amendment and Restatement of the Executive Incentive Plan” (pages 28 through 30) in the Proxy Statement, which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from Cisco’s Proxy Statement are qualified in their entirety by reference to the Amended EIP, a copy of which is filed as Exhibit 10.2 to this report.
Item 5.02. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Cisco was held on December11, 2017. At the Meeting, the shareholders voted on the following seven proposals and cast their votes as follows:
Proposal 1: To elect eleven members of Cisco’s Board:
|
Nominee |
For |
Against |
Abstained |
BrokerNon-Votes |
|
Carol A. Bartz |
3,337,887,176 | 218,715,756 | 9,055,851 | 741,804,126 |
|
M. Michele Burns |
3,347,846,088 | 213,105,733 | 4,706,962 | 741,804,126 |
|
Michael D. Capellas |
3,455,174,247 | 105,544,266 | 4,940,270 | 741,804,126 |
|
Amy L. Chang |
3,554,437,961 | 6,649,825 | 4,570,997 | 741,804,126 |
|
Dr.JohnL. Hennessy |
3,438,990,904 | 121,882,540 | 4,785,339 | 741,804,126 |
|
Dr.KristinaM. Johnson |
3,554,030,848 | 7,030,241 | 4,597,694 | 741,804,126 |
|
Roderick C. McGeary |
3,426,824,852 | 133,888,012 | 4,945,919 | 741,804,126 |
|
Charles H. Robbins |
3,339,613,015 | 211,428,310 | 14,617,458 | 741,804,126 |
|
Arun Sarin |
3,533,644,038 | 27,033,953 | 4,980,792 | 741,804,126 |
|
Brenton L. Saunders |
3,551,583,214 | 8,969,167 | 5,106,402 | 741,804,126 |
|
Steven M. West |
3,368,685,233 | 191,706,365 | 5,267,185 | 741,804,126 |
Proposal 2: To approve the amendment and restatement of the Cisco 2005 Stock Incentive Plan:
|
For |
Against |
Abstained |
BrokerNon-Votes |
| 3,386,593,401 | 169,341,000 | 9,724,382 | 741,804,126 |
Proposal3: To approve the amendment and restatement of the Cisco Executive Incentive Plan:
|
For |
Against |
Abstained |
BrokerNon-Votes |
| 3,489,400,547 | 59,073,689 | 17,184,547 | 741,804,126 |
Proposal 4: To approve, on an advisory basis, executive compensation:
|
For |
Against |
Abstained |
BrokerNon-Votes |
| 3,350,216,140 | 195,002,151 | 20,440,492 | 741,804,126 |
Proposal5: To determine, on a non-binding advisory basis, the frequency of holding future votes regarding executive compensation:
|
1 Year |
2 Years |
3 Years |
Abstained |
BrokerNon-Votes |
| 3,152,072,514 | 8,677,504 | 398,273,595 | 6,635,170 | 741,804,126 |
Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.
Proposal 6: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July28, 2018:
|
For |
Against |
Abstained |
BrokerNon-Votes |
| 4,151,156,543 | 149,358,291 | 6,948,075 |
Proposal 7: A shareholder proposal to request an annual report relating to Cisco’s lobbying policies, procedures and activities.
|
For |
Against |
Abstained |
BrokerNon-Votes |
| 1,212,505,897 | 2,304,937,762 | 48,215,124 | 741,804,126 |
Item 5.02. Financial Statement and Exhibits.
CISCO SYSTEMS, INC. ExhibitEX-10.1 2 d468248dex101.htm EXHIBIT 10.1 Exhibit 10.1 Table of Contents Exhibit 10.1 CISCO SYSTEMS,…To view the full exhibit click here
About CISCO SYSTEMS, INC. (NASDAQ:CSCO)
Cisco Systems, Inc. designs and sells a range of products, provides services and delivers integrated solutions to develop and connect networks around the world. The Company operates through three geographic segments: Americas; Europe, the Middle East and Africa (EMEA), and Asia Pacific, Japan and China (APJC). The Company groups its products and technologies into various categories, such as Switching; Next-Generation Network (NGN) Routing; Collaboration; Data Center; Wireless; Service Provider Video; Security, and Other Products. In addition to its product offerings, the Company provides a range of service offerings, including technical support services and advanced services. The Company delivers its technology and services to its customers as solutions for their priorities, including cloud, video, mobility, security, collaboration and analytics. The Company serves customers, including businesses of all sizes, public institutions, governments and service providers.