false000085887707/2500008588772025-08-212025-08-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2025
___________________________________
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
Delaware (State or other jurisdiction of incorporation) | 001-39940 (Commission File Number) | 77-0059951 (IRS Employer Identification No.) |
170 West Tasman Drive, San Jose, California | 95134-1706 |
(Address of principal executive offices) | (Zip Code) |
(408) 526-4000 |
(Registrant's telephone number, including area code) |
| Not Applicable |
| (Former name or former address, if changed since last report) |
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | CSCO | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| | | | | |
Item 5.03
| Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Amended and Restated Bylaws
On August 21, 2025, the Board of Directors of Cisco Systems, Inc. (“Cisco”) amended Cisco’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”), which became immediately effective. The amendments implement a cure process for certain deficiencies in director nomination notices submitted by stockholders and incorporate certain ministerial changes to provide clarification and consistency. For nomination notices received by Cisco within the time period specified in the Amended and Restated Bylaws, Cisco will notify stockholders of such deficiencies in the notice and there will be an opportunity to cure such deficiencies.
The foregoing summary of the Amended and Restated Bylaws does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference. A version of the Amended and Restated Bylaws which is marked to indicate the amendments is attached as Exhibit 3.3 to this Current Report on Form 8-K.
| | | | | |
Item 9.01
| Financial Statements and Exhibits.
|
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description of Document |
| 3.2 | | Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect |
| 3.3 | | Amended and Restated Bylaws of Cisco Systems, Inc. (marked to show changes against prior version) |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| CISCO SYSTEMS, INC. |
|
| Dated: August 25, 2025 | | By: | /s/ Jay Higdon |
| | | Name: | Jay Higdon |
| | | Title: | Assistant Secretary |
