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CSCO > SEC Filings for CSCO > Form 8-K on 16-Nov-2012All Recent SEC Filings

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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 Executive Incentive Plan

At the Annual Meeting of Shareholders (the "Meeting") of Cisco Systems, Inc. ("Cisco") held on November 15, 2012, Cisco's shareholders approved the amendment and restatement of the Cisco Executive Incentive Plan (the "EIP"). Under
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section
162(m)"), shareholders must approve the material terms of the EIP at least every five years. The amendment and restatement of the EIP was approved by the Compensation & Management Development Committee of Cisco's Board of Directors on August 1, 2012, subject to the approval of Cisco's shareholders in accordance with Section 162(m). The amendment and restatement of the EIP became effective commencing with fiscal 2013 with such shareholder approval on November 15, 2012.

The EIP is an incentive compensation plan which motivates and rewards eligible employees, including each of Cisco's named executive officers, by making a portion of such eligible employees' cash compensation dependent on the achievement of certain objective performance goals related to the performance of Cisco and its affiliates. Previously, the EIP was approved by shareholders at the 2007 annual meeting. As a result of the approval by shareholders at the Meeting, the amended and restated EIP is substantially the same as the version approved by shareholders in 2007 with the exception of three new performance conditions (operating cash flow, operating expenses and total shareholder return).

A more complete description of the terms of the amended and restated EIP can be found in "Proposal No. 2-Approval of the Amendment and Restatement of the Executive Incentive Plan" (pages 19 through 21) in Cisco's definitive proxy statement dated September 24, 2012, and filed with the Securities and Exchange Commission on September 26, 2012, 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 EIP, 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 was held on November 15, 2012. At the Meeting, the shareholders voted on the following six proposals and cast their votes as follows:

Proposal 1: To elect thirteen members of Cisco's Board of Directors:

Nominee                                   For              Against         Abstained        Broker Non-Votes
Carol A. Bartz                        3,277,764,145        59,840,899       13,193,149            893,019,476
Marc Benioff                          3,305,989,751        34,961,193        9,847,249            893,019,476
M. Michele Burns                      3,313,358,876        24,333,878       13,105,439            893,019,476
Michael D. Capellas                   3,280,137,834        60,896,122        9,764,237            893,019,476
Larry R. Carter                       3,277,352,021        63,572,354        9,873,818            893,019,476
John T. Chambers                      3,195,990,061       143,576,998       11,231,134            893,019,476
Brian L. Halla                        3,304,498,374        36,438,139        9,861,680            893,019,476
Dr. John L. Hennessy                  2,885,823,384       455,143,531        9,831,278            893,019,476
Dr. Kristina M. Johnson               3,301,977,932        39,106,922        9,713,339            893,019,476
Richard M. Kovacevich                 3,312,526,021        24,862,841       13,409,331            893,019,476
Roderick C. McGeary                   3,300,413,117        36,985,322       13,399,754            893,019,476
Arun Sarin                            3,316,803,451        24,082,419        9,912,323            893,019,476
Steven M. West                        3,259,865,324        80,993,041        9,939,828            893,019,476

Proposal 2: To approve the amendment and restatement of the Cisco Executive Incentive Plan:

For Against Abstained Broker Non-Votes 3,204,714,452 131,636,560 14,447,181 893,019,476

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

For Against Abstained Broker Non-Votes 3,204,507,495 128,592,006 17,698,692 893,019,476

Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 27, 2013:

For Against Abstained Broker Non-Votes 4,158,346,364 70,650,655 14,820,650 0

Proposal 5: A shareholder proposal to have Cisco's Board of Directors adopt a policy to have an independent Board chairman whenever possible:

For Against Abstained Broker Non-Votes 926,622,851 2,409,480,871 14,694,471 893,019,476

Proposal 6: A shareholder proposal requesting that Cisco management prepare a report on "conflict minerals" in Cisco's supply chain:

For Against Abstained Broker Non-Votes 247,320,138 2,864,005,812 239,472,243 893,019,476

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No. Description of Document

10.1 Cisco Systems, Inc. Executive Incentive Plan

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