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CSCO > SEC Filings for CSCO > Form 8-K on 8-Dec-2011All Recent SEC Filings

Show all filings for CISCO SYSTEMS, INC.

Form 8-K for CISCO SYSTEMS, INC.


8-Dec-2011

Change in Directors or Principal Officers, Submission of Matters to a Vote of


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 2005 Stock Incentive Plan

At the Annual Meeting of Shareholders of Cisco Systems, Inc. ("Cisco") held on December 7, 2011, Cisco's shareholders approved the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan (the "SIP"). The amendment and restatement of the SIP was approved by Cisco's Board of Directors (the "Board"), subject to the approval of Cisco's shareholders, and became effective with such shareholder approval on December 7, 2011.

As a result of such shareholder approval, the SIP was materially amended and modified as follows:

The SIP will expire on the date of the 2021 annual meeting of shareholders.

Under the SIP, the definition of "Performance Goal" includes the additional performance factors of "total shareholder return," "operating cash flow" and "operating expense" in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended.

A more complete description of the terms of the SIP and the material amendments and modifications thereto can be found in "Proposal No. 2-Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan" (pages 17 through 25) in Cisco's definitive proxy statement dated October 11, 2011, and filed with the Securities and Exchange Commission on October 18, 2011, which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from Cisco's definitive proxy statement are qualified in their entirety by reference to the SIP, 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.

The Annual Meeting of Shareholders of Cisco Systems, Inc. ("Cisco") was held on December 7, 2011. At the Annual Meeting of Shareholders, the shareholders voted on the following eight proposals and cast their votes as follows:

Proposal 1: To elect twelve members of the Board:

Nominee                                  For              Against         Abstained        Broker Non-Votes
Carol A. Bartz                       3,181,410,125        72,796,295       11,909,452            979,992,997
M. Michele Burns                     3,200,284,732        56,966,778        8,864,362            979,992,997
Michael D. Capellas                  3,188,667,973        68,564,686        8,883,213            979,992,997
Larry R. Carter                      3,201,299,580        55,829,857        8,986,435            979,992,997
John T. Chambers                     3,114,382,699       136,652,257       15,080,916            979,992,997
Brian L. Halla                       3,216,261,362        40,705,564        9,148,946            979,992,997
Dr. John L. Hennessy                 2,811,292,623       445,858,537        8,964,712            979,992,997
Richard M. Kovacevich                2,986,703,857       270,269,932        9,142,083            979,992,997
Roderick C. McGeary                  3,180,625,313        76,306,521        9,184,038            979,992,997
Arun Sarin                           3,201,808,491        55,044,804        9,262,577            979,992,997
Steven M. West                       3,171,315,488        85,576,595        9,223,789            979,992,997
Jerry Yang                           3,168,366,745        85,834,145       11,914,982            979,992,997

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

For Against Abstained Broker Non-Votes 2,868,145,325 382,616,432 15,354,115 979,992,997


Proposal 3: To approve a non-binding advisory resolution regarding executive compensation:

For Against Abstained Broker Non-Votes 3,073,284,421 134,132,875 58,698,576 979,992,997

Proposal 4: To determine, on a non-binding advisory basis, the frequency of holding future votes regarding executive compensation:

1 Year 2 Years 3 Years Abstained Broker Non-Votes 2,931,099,103 11,155,653 312,663,742 11,151,241 980,039,130

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 5: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 28, 2012:

For Against Abstained Broker Non-Votes 4,128,141,239 105,784,331 12,183,299 0

Proposal 6: A shareholder proposal to amend Cisco's Bylaws to establish a Board Committee on Environmental Sustainability:

For Against Abstained Broker Non-Votes 165,450,791 2,640,306,323 460,358,758 979,992,997

Proposal 7: A shareholder proposal requesting that the Board publish an Internet Fragmentation Report to shareholders within six months:

For Against Abstained Broker Non-Votes 1,291,808,761 1,747,246,310 227,060,801 979,992,997

Proposal 8: A shareholder proposal requesting that Cisco executives retain a significant percentage of stock until two years following termination:

For Against Abstained Broker Non-Votes 1,002,902,425 2,245,630,030 17,583,417 979,992,997



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                            Description of Document

   10.1           Cisco Systems, Inc. 2005 Stock Incentive Plan (including related
                  form agreements)


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