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CSCO > SEC Filings for CSCO > Form 8-K on 31-Jul-2014All Recent SEC Filings

Show all filings for CISCO SYSTEMS, INC.



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2014, Gregory Q. Brown, Chairman and Chief Executive Officer of Motorola Solutions, Inc. notified Cisco Systems, Inc. ("Cisco") and its Board of Directors (the "Board") of his decision to resign from the Board effective July 31, 2014 to ensure there are no interlocking directorates under Section 8 of the Clayton Antitrust Act of 1914 (the "Clayton Act"). The Board of Directors has reduced the size of the Board to eleven members effective with Mr. Brown's resignation on July 31, 2014.

At the time Mr. Brown joined Cisco's Board in January 2013 the companies' overlapping revenue was within the safe harbor provided for in the Clayton Act. Following the close of Cisco's 2013 fiscal year, Cisco determined that the overlapping revenue was no longer within the safe harbor requiring Mr. Brown to resign within one year if the companies did not fall back within the safe harbor during that time. Cisco and Motorola Solutions have concluded that the requirement will not be fulfilled within the requisite time period. On April 15, 2014, Motorola Solutions announced its intention to sell its Enterprise business to Zebra Technologies Corporation, but that transaction has not yet closed. Upon closing of that transaction, the companies' overlapping revenue would again be within the safe harbor provided for in the Clayton Act. At that time, Mr. Brown would be eligible for reappointment to the Board.

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