Cisco Systems (CSCO) boosts stock plan by 57.49M shares at 2025 meeting

Rhea-AI Filing Summary

Cisco Systems, Inc. reported results from its Annual Meeting of Stockholders held on December 16, 2025. Stockholders approved an amendment and restatement of the 2005 Stock Incentive Plan, increasing the shares authorized for issuance under the plan by 57,490,000 shares. The amended plan will run until the 2030 Annual Meeting unless stockholders re-adopt or extend it.

All nine director nominees were elected with strong support, and stockholders approved, on an advisory basis, Cisco’s executive compensation. They also ratified PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 25, 2026. A stockholder proposal requesting a Board evaluation and report on the financial value of Cisco’s inclusion programs did not receive sufficient support and was not approved.

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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): December 16, 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan

At the Annual Meeting of Stockholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December 16, 2025, Cisco’s stockholders approved the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan (as amended and restated, the “Amended Stock Plan”). The Amended Stock Plan was approved by Cisco’s Board of Directors (the “Board”) on October 16, 2025, subject to the approval of Cisco’s stockholders, and became effective with such stockholder approval on December 16, 2025.

As a result of such stockholder approval, the Amended Stock Plan was amended and modified to increase the number of shares authorized for issuance thereunder by 57,490,000 shares. The Amended Stock Plan will terminate on the date of the 2030 Annual Meeting, unless re-adopted or extended by the stockholders prior to or on such date. Except for this increase, the terms of the Amended Stock Plan remain unchanged.

A more complete description of the terms of the Amended Stock Plan and the 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 28 through 37) in Cisco’s definitive proxy statement, dated October 28, 2025, and filed with the Securities and Exchange Commission on October 28, 2025 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Amended Stock Plan, a copy of which is filed as Exhibit 10.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, Cisco’s stockholders voted on the following five proposals and cast their votes as follows:

Proposal 1: To elect nine members of the Board:

Nominee						For						Against						Abstained						Broker Non-Votes
Michael D. Capellas						2,664,285,240						230,015,669						4,601,262						426,487,003
Mark Garrett						2,823,986,851						70,328,089						4,587,231						426,487,003
John D. Harris II						2,873,216,583						20,988,282						4,697,306						426,487,003
Dr. Kristina M. Johnson						2,808,353,781						86,251,768						4,296,622						426,487,003
Sarah Rae Murphy						2,886,367,216						8,158,091						4,376,864						426,487,003
Charles H. Robbins						2,621,419,435						262,324,202						15,158,534						426,487,003
Daniel H. Schulman						2,588,199,109						268,494,195						42,208,867						426,487,003
Marianna Tessel						2,873,756,933						20,772,294						4,372,944						426,487,003
Kevin Weil						2,884,574,714						9,760,828						4,566,629						426,487,003

Proposal 2: To approve the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan:

			For						Against						Abstained						Broker Non-Votes
			2,789,720,218						93,830,240						15,351,713						426,487,003

Proposal 3: To approve, on an advisory basis, executive compensation:

			For						Against						Abstained						Broker Non-Votes
			2,550,271,585						314,628,035						34,002,551						426,487,003

Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 25, 2026:

			For						Against						Abstained						Broker Non-Votes
			3,034,788,553						285,499,501						5,101,120						0

Proposal 5: A stockholder proposal to request the Board to conduct an evaluation and issue a report assessing how Cisco's inclusion programs provide positive financial value to stockholders:

			For						Against						Abstained						Broker Non-Votes
			30,473,075						2,826,591,726						41,837,370						426,487,003

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description of Document
10.1						Cisco Systems, Inc. 2005 Stock Incentive Plan (including related form agreements)
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: December 17, 2025

By:

/s/ Jay Higdon

Name:

Jay Higdon

Title:

Assistant Secretary

FAQ

What did Cisco Systems (CSCO) stockholders approve at the 2025 annual meeting?

Stockholders of Cisco Systems, Inc. (CSCO) approved the amendment and restatement of the 2005 Stock Incentive Plan, re-elected all nine director nominees, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending July 25, 2026.

How many additional shares were authorized under Cisco’s 2005 Stock Incentive Plan?

The amended plan increases the number of shares authorized for issuance under the Cisco Systems, Inc. 2005 Stock Incentive Plan by 57,490,000 shares. All other terms of the plan remain unchanged, and the plan will terminate at the 2030 Annual Meeting unless re-adopted or extended by stockholders.

Were Cisco’s executive compensation practices supported by stockholders?

Yes. In an advisory vote on executive compensation, Cisco stockholders cast 2,550,271,585 votes for, 314,628,035 against, and 34,002,551 abstentions, with additional broker non-votes. This indicates stockholder approval of the company’s compensation programs for named executive officers.

Which auditor did Cisco Systems (CSCO) appoint for the fiscal year ending July 25, 2026?

Cisco stockholders voted to ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending July 25, 2026, with 3,034,788,553 votes for, 285,499,501 against, and 5,101,120 abstentions.

Did the stockholder proposal on inclusion program value pass at Cisco’s 2025 meeting?

No. A stockholder proposal requesting the Board to evaluate and report on how Cisco’s inclusion programs provide positive financial value to stockholders received 30,473,075 votes for, 2,826,591,726 against, and 41,837,370 abstentions, plus broker non-votes, and therefore was not approved.

When does Cisco’s amended 2005 Stock Incentive Plan expire?

The Amended Stock Plan will terminate on the date of Cisco’s 2030 Annual Meeting, unless it is re-adopted or extended by stockholders on or before that date.