Cisco : FormDEF 14A

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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 Pursuant to § 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 the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
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• Fee paid previously with preliminary materials.
• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Table of Contents

Notice of Annual Meeting of Shareholders and

Proxy

Statement

December 10, 2019 at 8:00 a.m. Pacific Time

Cisco campus in Building 9 260 East Tasman Drive, San Jose, California 95134

Table of Contents

October 18, 2019

Dear Cisco Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Cisco Systems, Inc., which will be held on the Cisco campus in Building 9 located at 260 East Tasman Drive, San Jose, California on Tuesday, December 10, 2019 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 Shareholders and the Proxy Statement. You will find a Proxy Summary starting on the first page of the Proxy Statement, and you will find a map with directions to the annual meeting on the final page of the Proxy Statement.

We are using the Internet as our primary means of furnishing proxy materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send these shareholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.

We encourage shareholders to consent to online delivery of shareholder materials via the Cisco website at investor.cisco.com . Navigate to "Resources & FAQs" via the menu at the top left-hand corner, and then to "Personal Investing". Registration is available under the heading "Electronic Enrollment". Thank you for your support of our efforts to preserve resources by reducing mail.

We look forward to seeing you at the annual meeting.

Charles H. Robbins

Chairman and Chief Executive Officer

San Jose, California

Your Vote is Important

See section entitled "Information about the Meeting - Voting via the Internet, by Telephone or by Mail" on page 64 of the Proxy Statement for detailed information regarding voting instructions.

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	Notice of Annual Meeting of Shareholders
Date	December 10, 2019
Time	8:00 a.m. Pacific Time
Place	Cisco campus in Building 9
	260 East Tasman Drive
	San Jose, California 95134
Record date	October 11, 2019
Items of business	•  To elect to Cisco's Board of Directors the following ten nominees presented by the Board of Directors: M. Michele
	Burns, Wesley G. Bush, Michael D. Capellas, Mark Garrett, Dr. Kristina M. Johnson, Roderick C. McGeary,
	Charles H. Robbins, Arun Sarin, Brenton L. Saunders and Carol B. Tomé
	•  To vote on a non-binding advisory resolution to approve executive compensation
	•  To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting
	firm for the fiscal year ending July 25, 2020
	•  To vote upon a proposal submitted by a shareholder, if properly presented at the annual meeting
	•  To act upon such other matters as may properly come before the annual meeting or any adjournments or
	postponements thereof
Proxy voting	Whether or not you plan to attend the annual meeting, please vote as soon as possible. Please refer to the section entitled
	"Information about the Meeting - Voting via the Internet, by Telephone or by Mail" on page 64 of the Proxy
	Statement for a description of how to vote in advance of the meeting. A list of shareholders entitled to vote at the annual
	meeting will be available for inspection at Cisco's principal executive office.
	By Order of the Board of Directors

Evan Sloves

Secretary

San Jose, California

October 18, 2019

Table of Contents

Proxy Statement for

2019 Annual Meeting of Shareholders

	Table of Contents
Proxy Summary		1
	Corporate Governance Policies and Practices	3
	Board Leadership Structure	3
Corporate	Board Performance Evaluation Process	4
Board Refreshment	4
Governance	Shareholder Engagement	5
Corporate Social Responsibility	5
	Public Policy Engagements	6
	Proxy Access	6
	Shareholder Communications with the Board of Directors	6
	Proposal No. 1 - Election of Directors	7
	Business Experience and Qualifications of Nominees	7
Board of Directors	Independent Directors	11
The Role of the Board of Directors in Strategy	11
	The Role of the Board of Directors in Risk Oversight	12
	Board Meetings and Committees	12
	Director Compensation	16
	Proposal No. 2 - Advisory Vote to Approve Executive Compensation	20
	Compensation Discussion and Analysis	22
	Introduction	22
	Executive Summary	22
	Compensation Philosophy	25
	Compensation Components	25
	Fiscal 2019 Compensation	25
	Fiscal 2020 Compensation Approach	38
Compensation Committee	Executive Compensation Governance Components	38
Compensation Committee Report	42
	Compensation Process	39
Matters	Compensation Committee Interlocks and Insider Participation	42
	Fiscal 2019 Compensation Tables	43
	Summary Compensation Table	43
	Grants of Plan-Based Awards - Fiscal 2019	46
	Outstanding Equity Awards At 2019 Fiscal Year-End	48
	Option Exercises and Stock Vested - Fiscal 2019	50
	Nonqualified Deferred Compensation - Fiscal 2019	50
	Potential Payments upon Termination or Change in Control	51
	Potential Payments - Accelerated Equity Awards	52
	CEO Pay Ratio	53
	Ownership of Securities	54
	Equity Compensation Plan Information	56