Cisco Systems (NASDAQ: CSCO) revises bylaws on stockholder director nominations

Rhea-AI Filing Summary

Cisco Systems, Inc. reported that its Board of Directors amended the company’s Amended and Restated Bylaws, effective August 21, 2025. The changes create a formal cure process for certain deficiencies in director nomination notices submitted by stockholders. When a nomination notice is received within the required time window but contains specific deficiencies, Cisco will notify the stockholder and provide an opportunity to correct those issues.

The amendments also include ministerial updates intended to provide clarification and consistency throughout the bylaws. The full text of the updated bylaws is provided as an exhibit, along with a marked version showing changes from the prior bylaws.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What corporate change did Cisco (CSCO) disclose in this 8-K?

Cisco disclosed that its Board amended the company’s Amended and Restated Bylaws, effective August 21, 2025, and those amendments became immediately effective.

How do the Cisco (CSCO) bylaw amendments affect director nominations by stockholders?

The amendments implement a cure process for certain deficiencies in director nomination notices. If a nomination notice is timely but deficient, Cisco will notify the stockholder and allow an opportunity to cure the deficiencies.

Did Cisco (CSCO) change anything besides the nomination notice process?

Yes. In addition to creating a cure process for nomination notice deficiencies, the amendments incorporate ministerial changes to the bylaws to provide clarification and consistency.

When did Cisco’s amended bylaws become effective?

The amended Amended and Restated Bylaws of Cisco Systems, Inc. became effective on August 21, 2025, the date the Board of Directors approved the changes.

Where can investors see the full text of Cisco’s amended bylaws?

The full text of the Amended and Restated Bylaws is filed as Exhibit 3.2, and a marked version showing changes against the prior bylaws is filed as Exhibit 3.3.

Does the Cisco (CSCO) filing mention any financial impact from the bylaw changes?

The filing focuses on governance updates to Cisco’s bylaws, describing the new cure process for nomination notices and ministerial clarification changes, and does not describe financial metrics.