DEF 14A of Cisco Systems, Inc., Oct 17, 2023

DEF 14A of Cisco Systems, Inc.

Filed Oct 17, 2023 · FY20230001104659-23-109641

Open on EDGAR

  1. Director Compensation

    Director Compensation Cisco’s director compensation program is designed to attract and retain highly qualified non-employee directors and to address the time, effort, expertise, and accountability required of active board membership. In connection with reviewing and recommending compensation for non-employee directors, the Nomination and Governance Committee retained Exequity as its independent compensation consultant during fiscal 2023. The Nomination and Governance Committee makes recommendations to the Board regarding compensation for non-employee directors using a process similar to the one used by the Compensation Committee for determining compensation for Cisco’s executive officers. Generally, the Nomination and Governance Committee annually reviews the market practice for non-employee director compensation for companies in Cisco’s Peer Group (as defined in the CD&A) in consultation with its independent compensation consultant and assesses whether the total compensation of our non-employee directors and each element of our non-employee director compensation program continues to be competitive with the market for qualified directors, incorporates best practices and aligns the interests of our non-employee directors with the long-term interests of our stockholders.

  2. Director Nominations

    Director Nominations Stockholders may recommend a director nominee to Cisco’s Nomination and Governance Committee. In recommending candidates for election to the Board, the Nomination and Governance Committee considers nominees recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. The Nomination and Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. The Nomination and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. Upon selection of a qualified candidate, the Nomination and Governance Committee recommends the candidate for consideration by the full Board. For more detailed information on how to recommend a prospective nominee for the Nomination and Governance Committee’s consideration or to submit a nominee for inclusion in Cisco’s proxy materials pursuant to the proxy access provisions of Cisco’s bylaws, see the “Other Important Information About the Meeting – Stockholder Proposals and Nominations for 2024 Annual Meeting of Stockholders” section.

  3. Director Nominations

    | Acquisition Committee | Number of Meetings: 9 |

  4. Director Nominations

    | | Marianna Tessel (Chair) | | Mark Garrett | | Sarah Rae Murphy | | Dr. Lisa T. Su |

  5. Director Nominations

    Responsibilities and Duties Include: ■ Reviews acquisition strategies with management and investigates acquisition candidates ■ Recommends acquisition strategies and candidates to the Board ■ Reviews and approves certain acquisitions and investment transactions and makes recommendations to the Board

  6. Director Nominations

    | Environmental, Social, and Public Policy Committee | Number of Meetings: 2 |

  7. Director Nominations

    | | Wesley G. Bush (Chair) | | M. Michele Burns | | Michael D. Capellas | | Dr. Kristina M. Johnson | | Dr. Lisa T. Su |

  8. Director Nominations

    Responsibilities and Duties Include: ■ Reviews and discusses with management, and brings to the attention of the Board, the initiatives, policies, programs, and strategies, including related goals and commitments, relating to environmental sustainability and other CSR and public policy matters ■ Reviews and discusses with management and brings to the attention of the Board, as appropriate, the legislative, regulatory, and public policy developments and trends that could affect our business activities, performance, and reputation ■ Reviews, as necessary or appropriate, the non-financial public reporting with respect to environmental sustainability and other corporate social responsibility (“CSR”) and public policy matters, including the annual Purpose Report Reviews the outcomes of the Cisco Foundation and Cisco’s charitable giving, and reviews the policies and guidelines for Cisco’s charitable programs

  9. Director Nominations

    | Cisco 2023 Proxy Statement | 11 |

  10. Director Nominations

    Board’s Role in Strategy One of the Board’s key responsibilities is overseeing management’s formulation and execution of Cisco’s strategy. Throughout the year, our CEO, the executive leadership team, and other leaders from across the organization provide detailed business and strategy updates to the Board. During these reviews, the Board engages with the executive leadership team and other business leaders regarding various topics, including business strategy and initiatives, capital allocation, portfolio updates, the competitive landscape, talent and culture (including inclusion and diversity), other matters affecting our long-term strategy (including our environmental impact and human rights implications of Cisco product development and sales), and regulatory developments. Additionally, on an annual basis, the Board reviews and approves Cisco’s financial plan. The Lead Independent Director chairs regularly scheduled executive sessions of the independent directors, without Cisco management present, during which Cisco’s business strategy is reviewed and other topics are discussed. Board’s Role in Risk Oversight We believe that risk is inherent in innovation and the pursuit of long-term growth opportunities. Our management is responsible for day-to-day risk management activities. The Board, acting directly and through its committees, is responsible for the oversight of our risk management. With the oversight of the Board, our management team has implemented practices, processes and programs designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase stockholder value. Our management team has implemented an enterprise risk management (“ERM”) program designed to work across the organization to identify, evaluate, govern and manage risks, as well as our response to those risks. This risk assessment process considers the time horizons of identified risks, such that the management of significant risks can be prioritized, in part, based on the timeframe of such risks. Our internal audit function manages the enterprise ERM program and performs an annual risk assessment which is utilized by the ERM program, which is informed by industry trends, benchmarking and third-party professionals. The structure of the ERM program includes both an ERM operating committee that focuses on risk management-related topics, and an ERM executive committee consisting of members of management, including our Chief Legal Officer who is also our Chief Compliance Officer and reports directly to the CEO. The ERM operating committee conducts global risk reviews and provides regular updates to the ERM executive committee. The Audit Committee, which oversees our financial and risk management policies, including risk management policies and programs related to cybersecurity and data protection, currency, interest rate, equity, and insurance risk, receives regular reports on ERM from the chair of the ERM operating committee. Additionally, the Audit Committee receives regular reports on cybersecurity from senior management on a quarterly basis and receives a detailed presentation from our Chief Security and Trust Officer two or more times per year. As part of its responsibilities and duties, the Audit Committee reviews our policies and programs for addressing data protection, including both privacy and security, including with respect to (a) our products and services, (b) the servers, data centers and cloud-based solutions on which Cisco’s and third-party data is stored or processed (including servers, data centers and cloud-based solutions operated by third parties on which we rely), and (c) the cloud-based services provided to, by or enabled by Cisco. The Audit Committee provides updates to the Board on such review. The Audit Committee also oversees Cisco’s investment policy and certain other activities of our treasury function. As part of the overall risk oversight framework, other committees of the Board also oversee certain categories of risk associated with their respective areas of responsibility. For example, the Compensation Committee oversees compensation-related risk management, as discussed in the “Governance and Board Matters – Corporate Governance – Board of Directors – Board Committees and Meetings – Compensation and Management Development Committee” and “Compensation Committee Matters – Executive Compensation – CD&A” sections in this Proxy Statement. Each committee reports regularly to the full Board on its activities. In addition, the Board participates in regular discussions with our executive management on many core subjects, including strategy, operations, information systems, finance, legal and public policy matters, in which risk oversight is an inherent element. The Board believes the leadership structure described in the “Governance and Board Matters – Corporate Governance – Board of Directors – Board Leadership Structure” section facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and working through its committees, including the independent Audit Committee, to proactively participate in the oversight of management’s actions. Director Nominee Qualifications, Skills and Attributes The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate our director candidates to serve on the Board. A mark indicates a specific area of focus or experience on which the Board relies most. The lack of a mark does not mean the director nominee does not possess that qualification or skill. Each director nominee biography in “Governance and Board Matters – Proposal No. 1 – Election of Directors” below describes each nominee’s qualifications and relevant experience in more detail. Board Performance Evaluation Process The Board recognizes that a robust and constructive performance evaluation process is an essential component of Board effectiveness. As such, the Board conducts an annual performance evaluation that is intended to determine whether the Board, each of its committees, and individual Board members are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness. The Nomination and Governance Committee oversees this annual process, which is led by the Lead Independent Director. As part of this process, the Lead Independent Director, along with outside counsel, conducts one-on-one discussions with each Board member and certain members of management to obtain their assessment of the effectiveness and performance of the Board and individual Board members. A summary of the results of this process is presented to the Nomination and Governance Committee identifying any themes or issues that have emerged. The results are then reported to the full Board, which considers the results and ways in which Board processes and effectiveness may be enhanced. Each committee also conducts its own evaluation.

  11. Director Nominations

    | Cisco 2023 Proxy Statement | 13 |

  12. Director Nominations

    Board Refreshment We regularly evaluate the need for Board refreshment. The Nomination and Governance Committee and the Board are focused on identifying individuals whose skills and experiences will enable them to make meaningful contributions to the shaping of Cisco’s business strategy. In October 2023, the Board appointed Daniel H. Schulman as a director upon the recommendation of the Nomination and Governance Committee. For more information on the skills and experience of Mr. Schulman, see “Governance and Board Matters – Proposal No. 1 – Election of Directors.” As part of its consideration of director succession, the Nomination and Governance Committee from time-to-time reviews, including when considering potential candidates, the appropriate skills and characteristics required of Board members such as diversity of business experience, viewpoints and personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board. In evaluating potential candidates for the Board, the Nomination and Governance Committee considers these factors in the light of the specific needs of the Board at that time. Additionally, due to the global and complex nature of our business, the Board believes it is important to include individuals with diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences, and those factors are considered in evaluating board candidates in order to provide practical insights and diverse perspectives. Cisco’s corporate governance guidelines provide that any non-employee director who has served for a total of 20 years of service will not be re-nominated for election at the next annual meeting of stockholders, absent special circumstances. Further, the corporate governance guidelines provide that the Board will take into consideration the age of any current or prospective Board member whose age would be 72 or older when elected, re-elected, or appointed to the Board and, before nominating or appointing such Board member, the Board will make an affirmative determination that it is in the best interests of Cisco and its stockholders for that individual to serve on the Board. The average tenure of the director nominees is approximately 5.6 years. The Nomination and Governance Committee and the Board will regularly evaluate the key qualifications, skills and attributes required in order to effectively refresh the Board with engaged and dynamic leaders with a proven business track record who will bring fresh perspectives to the Board while maintaining the productive working dynamics and collegiality of the Board. The brief biographical description of each nominee set forth in the “Governance and Board Matters – Proposal No. 1 – Election of Directors – Business Experience and Qualifications of Nominees” section and the matrix set forth in “Governance and Board Matters – Corporate Governance – Board of Directors – Director Nominee Qualifications, Skills and Attributes” section above include the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of the Board at this time.

  13. Director Nominations

    | Five of our independent director nominees have joined our Board since 2019, representing 63% of our independent Board member nominees. |

  14. Director Nominations

    | Joined in 2019 | Joined in 2021 | | Joined in 2022 | Joined in 2023 | | | | | | | | Wesley G. Bush | John D. Harris II | Marianna Tessel | Sarah Rae Murphy | Daniel H. Schulman |

  15. Director Nominations

    Stockholder Communications with the Board Stockholders may communicate with our Board through Cisco’s Secretary by sending an email to bod@cisco.com, or by writing to the following address: Board of Directors c/o Evan Sloves, Secretary Cisco Systems, Inc. 170 West Tasman Drive San Jose, California 95134 Stockholders also may communicate with the Board’s Compensation Committee through Cisco’s Secretary by sending an email to compensationcommittee@cisco.com, or by writing to the following address: Compensation and Management Development Committee c/o Evan Sloves, Secretary Cisco Systems, Inc. 170 West Tasman Drive San Jose, California 95134 Cisco’s Secretary will forward all correspondence to the Board or the Compensation Committee, except for spam, junk mail, mass mailings, product or service complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. Cisco’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within Cisco for review and possible response.

  16. Director Nominations

    | Cisco 2023 Proxy Statement | 15 |

  17. Director Nominations

    Proposal No. 1 – Election of Directors The names of persons who are nominees for director and their current positions and offices with Cisco are set forth in the table below. The proxy holders intend to vote all proxies received by them for the nominees listed below unless otherwise instructed. Each of the current directors, other than M. Michele Burns, Roderick C. McGeary and Dr. Lisa T. Su, has been nominated for election by the Board upon recommendation by the Nomination and Governance Committee and has decided to stand for election. Ms. Burns, Mr. McGeary, and Dr. Su each notified Cisco and the Board of their respective decision not to stand for re-election at the 2023 Annual Meeting. Ms. Burns, Mr. McGeary and Dr. Su intend to serve on the Board of Directors through the date of the 2023 Annual Meeting. The authorized number of directors is presently twelve, and in connection with the election of directors at the annual meeting the authorized number of directors is being reduced to nine. The Board appointed Daniel H. Schulman to the Board in October 2023 upon recommendation of the Nomination and Governance Committee. Mr. Schulman was brought to the attention of the Nomination and Governance Committee as a potential candidate by a third-party search firm.

  18. Director Nominations

    | Director Nominees | Positions and Offices Held with Cisco | Age | Director Since | Other Public Company Boards | | Wesley G. Bush | Director | 62 | 2019 | 2 | | Michael D. Capellas | Lead Independent Director | 69 | 2006 | 2 | | Mark Garrett | Director | 65 | 2018 | 2 | | John D. Harris II | Director | 62 | 2021 | 3 | | Dr. Kristina M. Johnson | Director | 66 | 2012 | 1 | | Sarah Rae Murphy | Director | 40 | 2022 | – | | Charles H. Robbins | Chair and CEO | 57 | 2015 | 1 | | Daniel H. Schulman | Director | 65 | 2023 | 2 | | Marianna Tessel | Director | 55 | 2021 | – |

  19. Director Nominations

    Business Experience and Qualifications of Nominees

  20. Director Nominations

    | Wesley G. Bush Independent Director Age: 62 Director since: 2019 Committees ■ Compensation ■ Environmental, Social, and Public Policy (Chair) Other Public Company Directorships ■ Dow Inc. ■ General Motors Corporation Former Public Company Directorships in the Past Five Years ■ Norfolk Southern Corporation (ended in 2019) ■ Northrop Grumman Corporation (ended in 2019) | Business Experience Mr. Bush served as Chief Executive Officer of Northrop Grumman Corporation (“Northrop Grumman”) from January 2010 through December 2018 and served on its board from September 2009 to July 2019 and in the role of chair from July 2011 to July 2019. Prior to January 2010, he served in various leadership roles, including as Northrop Grumman’s President and Chief Operating Officer, Corporate Vice President and Chief Financial Officer, and President of its Space Technology sector. Mr. Bush also served in various leadership roles at TRW Inc. prior to its acquisition by Northrop Grumman in 2002. Mr. Bush is a member of the National Academy of Engineering. Qualifications Mr. Bush brings to the Board his extensive international business experience, including over 35 years in the aerospace and defense industry. In addition, he brings extensive financial, sales and marketing, strategic and operational experience. Mr. Bush also has experience serving as a public company outside director. |

  21. Director Nominations

    | Michael D. Capellas Lead Independent Director Age: 69 Director since: 2006 Committees ■ Nomination and Governance (Chair) ■ Environmental, Social, and Public Policy Other Public Company Directorships ■ Flex Ltd., Chair ■ The Beauty Health Company Former Public Company Directorships in the Past Five Years ■ Elliott Opportunity II Corp. (ended in 2023) ■ MuleSoft, Inc. (ended in 2018) | Business Experience Mr. Capellas has served as founder and Chief Executive Officer of Capellas Strategic Partners since November 2012. He served as Chair of the Board of VCE Company, LLC (“VCE”) from January 2011 until November 2012 and as Chief Executive Officer of VCE from May 2010 to September 2011. Mr. Capellas was the Chair and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc. (“MCI”), previously WorldCom. From November 2002 to March 2004, he was also Chair of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company (“Hewlett-Packard”) from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation (“Compaq”) in May 2002, Mr. Capellas was President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chair of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Qualifications Mr. Capellas brings to the Board experience in executive roles and a background of leading global organizations in the technology industry. Through this experience, he has developed expertise in several valued areas including strategic product development, business development, sales, marketing, and finance. Mr. Capellas also has experience serving as a public company outside director. |

  22. Director Nominations

    | Mark Garrett Independent Director Age: 65 Director since: 2018 Committees ■ Acquisition ■ Audit (Chair) ■ Nomination and Governance Other Public Company Directorships ■ GoDaddy Inc. ■ Snowflake Inc. Former Public Company Directorships in the Past Five Years ■ NightDragon Acquisition Corp. (ended in 2022) ■ Pure Storage, Inc. (ended in 2021) | Business Experience Mr. Garrett has served as a Senior Advisor at Permira since June 2021. Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated from February 2007 to April 2018. From January 2004 to February 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation (“EMC”). From August 2002 to January 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including through its acquisition by EMC in December 2003. Qualifications Mr. Garrett brings to the Board extensive history of leadership in finance and accounting in the technology industry, including experience in product and business model transition and transformation to the cloud. Mr. Garrett also has experience serving as a public company outside director. |

  23. Director Nominations

    | Cisco 2023 Proxy Statement | 17 |

  24. Director Nominations

    | John D. Harris II Independent Director Age: 62 Director since: 2021 Committees ■ Audit ■ Compensation Other Public Company Directorships ■ Exxon Mobil Corporation ■ Flex Ltd. ■ Kyndryl Holdings, Inc. | Business Experience Mr. Harris served as Vice President of Business Development of Raytheon Company (“Raytheon”) and Chief Executive Officer of Raytheon International, Inc. from September 2013 to April 2020. Mr. Harris joined Raytheon in 1983 and throughout his career at Raytheon, he held various leadership positions, including serving as General Manager of Raytheon’s Intelligence, Information and Services business, President of Raytheon Technical Services Company, Vice President of Operations and Contracts for Raytheon’s former Electronic Systems business, Vice President of Contracts for Raytheon’s government and defense businesses, and Vice President of Contracts and Supply Chain for Raytheon Company. In 2010, Mr. Harris was honored with the prestigious Black Engineer of the Year Award. Qualifications Mr. Harris brings to the Board an extensive history of leadership in sales and marketing, supply chain management, international business and government relations operations functions, including expertise in both technology and manufacturing industries. |

  25. Director Nominations

    | Dr. Kristina M. Johnson Independent Director Age: 66 Director since: 2012 Committees ■ Compensation ■ Environmental, Social, and Public Policy Other Public Company Directorships ■ DuPont de Nemours, Inc. Former Public Company Directorships in the Past Five Years ■ The AES Corporation (ended in 2019) | Business Experience Dr. Kristina M. Johnson has held leadership positions in academia, industry and government, including service as President of The Ohio State University from September 2020 to May 2023; chancellor of the State University of New York from September 2017 to August 2020; co-founder and CEO of hydropower companies, Enduring Hydro, LLC and Cube Hydro Partners, LLC from 2011 to 2017; Undersecretary of Energy at the U.S. Department of Energy from May 2009 to October 2010; senior vice president and provost at The Johns Hopkins University from 2007 to 2009; and dean of engineering at Duke University from 1999 to 2007. Dr. Johnson’s pioneering work in liquid-crystal on silicon micro-displays, polarization optics and imaging at the University of Colorado Boulder was spun off into several companies, including ColorLink, Inc., which helped create modern 3D movies such as Avatar and hundreds of others. Dr. Johnson was inducted into the National Inventors Hall of Fame, is a member of the National Academy of Engineering and the National Academy of Inventors, and has received the John Fritz Medal, widely regarded as the highest award given by the engineering societies. Dr. Johnson holds five honorary degrees, and earned her B.S., M.S. and Ph.D. degrees in electrical engineering at Stanford University. Qualifications Dr. Johnson brings to the Board an engineering background, as well as expertise in science, technology, business, education and government. In addition, she has leadership and management experience, both in an academic context as chancellor, provost and dean of nationally recognized academic institutions and in a corporate context as a board member of public companies. |

  26. Director Nominations

    | Sarah Rae Murphy Independent Director Age: 40 Director since: 2022 Committees ■ Acquisition ■ Audit | Business Experience Ms. Murphy served as Chief Procurement Officer and Senior Vice President, Global Sourcing of United Airlines Holdings, Inc. (“United Airlines”) from October 2021 to May 2022. She held other executive leadership roles at United Airlines including Senior Vice President, United Express from June 2019 to October 2021 and Vice President, Global Operations Strategy, Planning and Design from October 2016 to June 2019. At United Airlines, she previously also held various financial leadership positions including Vice President of Financial Planning and Analysis and leading investor relations. Prior to joining United Airlines in 2006, Ms. Murphy began her career at Merrill Lynch in its investment banking division. Qualifications Ms. Murphy brings to the Board broad executive leadership experience in finance, operations and commercial functions in a global business. Her enterprise experience in leading innovation and transformation to enhance customer experience adds a valuable perspective to the Board. |

  27. Director Nominations

    | Charles H. Robbins Board Chair Age: 57 Director since: 2015 Other Public Company Directorships ■ BlackRock, Inc. | Business Experience Mr. Robbins has served as CEO since July 2015, as a member of the Board since May 2015 and as Chair of the Board since December 2017. He joined Cisco in December 1997, from which time until March 2002 he held a number of managerial positions within Cisco’s sales organization. Mr. Robbins was promoted to Vice President in March 2002, assuming leadership of Cisco’s U.S. channel sales organization. Additionally, in July 2005 he assumed leadership of Cisco’s Canada channel sales organization. In December 2007, Mr. Robbins was promoted to Senior Vice President, U.S. Commercial, and in August 2009 he was appointed Senior Vice President, U.S. Enterprise, Commercial and Canada. In July 2011, Mr. Robbins was named Senior Vice President, Americas. In October 2012, Mr. Robbins was promoted to Senior Vice President, Worldwide Field Operations, in which position he served until assuming the role of CEO. Qualifications Mr. Robbins brings to the Board extensive industry, company and operational experience acquired from having served as Cisco’s CEO since 2015, and prior to that from having led Cisco’s global sales and partner teams. He has a thorough knowledge of Cisco’s segments, technology areas, geographies and competition. He has a proven track record of driving results and played a key role in leading and executing many of Cisco’s investments and strategy shifts to meet its growth initiatives. |

  28. Director Nominations

    | Cisco 2023 Proxy Statement | 19 |

  29. Director Nominations

    | Daniel H. Schulman Independent Director Age: 65 Director since: 2023 Other Public Company Directorships ■ PayPal Holdings, Inc. ■ Verizon Communications, Inc. Former Public Company Directorships in the Past Five Years ■ NortonLifeLock Inc.(formerly Symantec Corporation) (ended 2019) ■ Flex Ltd. (ended 2018) | Business Experience Mr. Schulman served as the President and Chief Executive Officer of PayPal Holdings, Inc. (“PayPal”) from July 2015 to September 2023 and as PayPal’s President and Chief Executive Officer-Designee from September 2014 to July 2015. He also has served on PayPal’s Board since July 2015. Prior to PayPal, Mr. Schulman served as Group President, Enterprise Group of American Express Company from August 2010 to August 2014. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation from November 2009 to August 2010, and also served in other executive leadership positions at Virgin Mobile USA, Inc., Priceline Group, Inc., and AT&T, Inc. Qualifications Mr. Schulman brings to the Board his strong leadership experience driving business transformation in the digital era as well as his deep experience in technology and strategic planning. Mr. Schulman also has experience serving as a public company outside director. |

  30. Director Nominations

    | Marianna Tessel Independent Director Age: 55 Director since: 2021 Committees ■ Acquisition (Chair) | Business Experience Ms. Tessel serves as Executive Vice President and General Manager, Small Business and Self-Employed Group of Intuit Inc. (“Intuit”), a financial software company. She served as Intuit’s Executive Vice President and Chief Technology Officer from January 2019 to September 2023, and Chief Product Development officer of Intuit’s Small Business & Self-Employed Group from June 2017 to December 2018. Prior to joining Intuit, Ms. Tessel served as Senior Vice President of Engineering and Executive Vice President of Strategic Development for Docker Inc., a software containerization platform. She also previously served as Vice President of Engineering with VMware Inc. Qualifications Ms. Tessel brings to the Board her deep expertise in enterprise software and a track record delivering software solutions that solve challenges for businesses. She is also a transformational leader in the software technology industry with a strong engineering background. |

  31. Director Nominations

    Board Composition Due to the global and complex nature of our business, the Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences in evaluating board candidates in order to provide practical insights and diverse perspectives. Below is an overview of our director nominee composition.

  32. Director Nominations

    | Cisco 2023 Proxy Statement | 21 |

  33. Board Diversity Matrix (As of October 12, 2023)

    * African American or Black, and Alaskan Native or Native American Cisco’s Board Diversity Matrix for fiscal 2022 was disclosed in its Proxy Statement filed with the SEC on October 18, 2022. Independent Directors Upon recommendation of the Nomination and Governance Committee, the Board has affirmatively determined that each member of the Board other than Mr. Robbins is independent under the criteria established by Nasdaq for director independence. All members of our Audit, Compensation, and Nomination and Governance committees are independent directors. In addition, upon recommendation of the Nomination and Governance Committee, the Board has determined that the members of the Audit Committee and the members of the Compensation Committee meet the additional independence criteria required for membership on those committees under applicable Nasdaq listing standards. The Nasdaq criteria includes a subjective test and various objective standards, such as the director is not an employee of Cisco. Mr. Robbins is deemed not independent because he is a Cisco employee. The subjective test under Nasdaq criteria for director independence requires that each independent director not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The subjective evaluation of director independence by the Board was made in the context of the objective standards referenced above. In making its independence determinations, the Board generally considers commercial, financial services, charitable, and other transactions, as well as other relationships between Cisco and each director and nominee and his or her family members and affiliated entities. For example, the Nomination and Governance Committee reviewed, for each independent director and nominee, transactions between Cisco and other organizations where such directors serve as executive officers or directors, none of which exceeded 1% of the recipient’s annual revenues during the relevant periods, except as described below. For each of the independent directors, the Board determined based on the recommendation of the Nomination and Governance Committee that none of the transactions or other relationships exceeded Nasdaq objective standards and none would otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board considered certain relationships that did not exceed Nasdaq objective standards but were identified by the Nomination and Governance Committee for further consideration under the subjective test. The Board determined that none of these relationships would interfere with the exercise of independent judgment by the director in carrying out their responsibilities as a director. The following is a description of the relationships in which a director serves as an outside board member of other companies and in which payments by or to Cisco exceeded 1% of the recipient’s annual revenues: ■ Mr. Capellas and Mr. Harris are members of the board of directors of Flex Ltd. (“Flex”). Cisco has ordinary course commercial relationships with Flex. Payments by Cisco to Flex exceeded 1% of the annual revenues of Flex in each of Cisco’s past three fiscal years. ■ Mr. Schulman is a member of the board of directors of Verizon Communications, Inc. (“Verizon”). Verizon has ordinary course commercial relationships with Cisco. Payments by Verizon to Cisco exceeded 1% of the annual revenues of Cisco in each of Cisco’s past two fiscal years. Director Compensation This section provides information regarding the compensation policies for non-employee directors and amounts paid and equity awards granted to these directors in fiscal 2023. Non-employee directors typically do not receive forms of remuneration or benefits other than those described below but are reimbursed for their expenses in attending meetings and other board-related activities. Cisco’s non-employee director compensation policy is designed to provide the appropriate amount and form of compensation to our non-employee directors. Director Compensation Highlights ■ Retainer fees for committee service differentiated based on workload ■ Emphasis on equity in the overall compensation mix ■ Full-value equity grants under a fixed-value annual grant policy with immediate vesting ■ Robust stock ownership guidelines set at five times the annual cash retainer to support stockholder alignment ■ Flexible deferral provisions to facilitate stock ownership ■ Governance limit of $800,000 on the total value of cash and equity compensation that may be paid or granted to a non-employee director each fiscal year allows Cisco to stay within reasonable boundaries of what the market requires ■ Each non-employee director is eligible to participate in Cisco’s charitable matching gifts program to the same extent as all Cisco employees. The maximum match amount currently under this program is $25,000 each calendar year and additional $10,000 matches are available for disaster response campaigns. Fiscal 2023 Cash Compensation Our non-employee director cash compensation during fiscal 2023 consisted of the following: ■ Annual retainer of $80,000 for each non-employee director ■ Additional annual retainer fee of $60,000 for serving as Lead Independent Director ■ Additional annual retainer fee of $30,000 for serving as chair of the Audit Committee ■ Additional annual retainer fee of $20,000 for serving as chair of the Compensation Committee or as chair of the Nomination and Governance Committee ■ Additional annual retainer fee of $15,000 for serving as chair of the Acquisition Committee or as chair of the Environmental, Social, and Public Policy Committee ■ Additional annual retainer fees for serving as a member of a Board committee: □ $32,000 for serving as a member of the Audit Committee □ $16,000 for serving as a member of the Compensation Committee, the Acquisition Committee or the Environmental, Social, and Public Policy Committee □ $12,000 for serving as a member of the Nomination and Governance Committee ■ These cash fees are paid in quarterly installments in arrears A non-employee director may, in lieu of any retainer paid in connection with service on the Board or any committee of the Board, or other cash fees, elect to receive fully vested shares of Cisco common stock, fully vested deferred stock units or a deferred cash payment under the Cisco Systems, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). Dividend equivalents accrue on fully vested deferred stock units and are subject to the same

  34. Board Diversity Matrix (As of October 12, 2023)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | M. Michele Burns | $133,318 | $244,999 | $25,000 | $403,317 | | Wesley G. Bush | $120,989(3) | $244,999 | $– | $365,988 | | Michael D. Capellas | $193,155 | $244,999 | $– | $438,154 | | Mark Garrett | $163,495 | $244,999 | $– | $408,494 | | John D. Harris II | $115,565 | $244,999 | $5,150 | $365,714 | | Dr. Kristina M. Johnson | $111,696(3) | $244,999 | $– | $356,695 | | Roderick C. McGeary | $159,565 | $244,999 | $– | $404,564 | | Sarah Rae Murphy | $114,000 | $317,110 | $– | $431,110 | | Brenton L. Saunders(4) | $63,954 | $244,999 | $– | $308,953 | | Daniel H. Schulman(5) | $— | $— | $— | $— | | Dr. Lisa T. Su | $105,652(3) | $244,999 | $– | $350,651 | | Marianna Tessel | $105,033(3) | $244,999 | $– | $350,032 |

  35. Board Diversity Matrix (As of October 12, 2023)

    (1) The amounts in the “Stock Awards” column represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”), of the shares issued pursuant to the 2005 Stock Incentive Plan. Each non-employee director who had served as a non-employee director prior to the 2022 Annual Meeting and who was elected at the 2022 Annual Meeting received 5,001 fully vested shares on December 8, 2022. Mr. Bush, Mr. Saunders, Dr. Su and Ms. Tessel each elected to receive their annual equity award in the form of fully vested deferred stock units. In connection with her appointment to the board on August 24, 2022, Ms. Murphy received an initial pro-rated equity award of 1,532 fully vested shares. None of the non-employee directors held any unvested stock awards as of July 29, 2023. No stock options were outstanding or awarded to non-employee directors in fiscal 2023. (2) Represents the non-employee director’s match under Cisco’s charitable matching gifts program. (3) Includes the value of fully vested shares of Cisco common stock received in lieu of the non-employee director’s regular cash retainer, additional retainer paid in connection with service on Board committees, or other cash fees, based on the fair market value of the shares on the date any such retainers or cash fees would otherwise have been paid. Based on their prior elections, Mr. Bush, Dr. Johnson, Dr. Su and Ms. Tessel each received deferred stock units with a value of $120,901, $30,205, $105,537 and $104,925, respectively, based on the closing share price of Cisco common stock on the date any such retainers or cash fees would otherwise have been paid. (4) Mr. Saunders resigned from the Board effective February 21, 2023. (5) Mr. Schulman was appointed to the Board after the completion of fiscal 2023 and did not receive any compensation for fiscal 2023. Non-Employee Director Stock Ownership Our corporate governance guidelines include stock ownership guidelines for non-employee directors. The stock ownership guidelines call for each non-employee director to own shares of Cisco’s common stock having a value equal to at least five times the non-employee director’s regular annual cash retainer, with a five-year period from the date of his or her appointment to attain that ownership level. To facilitate share ownership, in lieu of all or a specified portion of their regular annual cash retainer, any retainer paid in connection with service on any committee of the Board or other cash fees, non-employee directors may elect to receive fully vested shares of Cisco common stock or fully vested deferred stock units that would be settled in shares after the non-employee director leaves the Board, based on the fair market value of the shares on the date any such cash retainer or fee would otherwise be paid. Any shares (or shares subject to deferred stock units) received in lieu of any portion of a cash retainer or fee do not count against the limit on the total number of shares that may be granted to a non-employee director during any fiscal year. The shares issued are granted under the 2005 Stock Incentive Plan. For information on non-employee director elections to receive fully vested shares (or shares subject to deferred stock units) in lieu of cash with respect to fiscal 2023 cash retainers or fees, please see the table above entitled “Director Compensation” and the accompanying footnotes. Fiscal 2024 Director Compensation Using the approach described above under “Board of Directors – Board Committees and Meetings – Director Compensation,” the Nomination and Governance Committee conducted its annual review of the non-employee director compensation program for fiscal 2024 in consultation with its independent compensation consultant, Exequity. In connection with this review, the Nomination and Governance Committee, having been advised by Exequity, recommended modifications to compensation for non-employee directors in order to better align compensation with Cisco’s Peer Group and maintain the competitive positioning of overall compensation relative to the market. On May 24, 2023, upon the Nomination and Governance Committee’s recommendation, the Board of Directors approved the following changes to our non-employee director compensation program, effective on the date of the 2023 Annual Meeting: ■ The annual cash retainer fee for non-employee directors was increased from $80,000 to $105,000 ■ The additional annual retainer fee for serving as Lead Independent Director was increased from $60,000 to $75,000 There were no other significant changes to the terms of the compensation for non-employee directors, including no changes to vesting, proration and deferral.

  36. Board Diversity Matrix (As of October 12, 2023)

    under the plan by 80.575 million shares. As of July 29, 2023, there were approximately 124 million shares available for grant under the 2005 Stock Incentive Plan. The 2005 Stock Incentive Plan contains a fungible share reserve feature. Under this feature, a distinction is made between the number of shares in the reserve attributable to (i) stock options and stock appreciation rights and (ii) “full value” awards (i.e., stock grants and stock units). Currently, shares granted pursuant to full value awards are counted against authorized shares under the 2005 Stock Incentive Plan on a 1.5-to-1 ratio, the fungible share ratio. Recent annual grant levels for the preceding three fiscal years have averaged at approximately 58 million full value shares (or approximately 87 million shares counted against authorized shares) for an average annual burn rate of approximately 1.40%. The “burn rate” is the ratio of the number of shares underlying awards, including performance-based awards valued at 100% of target, granted under the 2005 Stock Incentive Plan during a fiscal year to the number of Cisco’s weighted average common shares outstanding for the corresponding fiscal year. A total of 350 million shares were originally authorized under the 2005 Stock Incentive Plan in 2005, an additional 209 million shares were authorized in 2007, an additional 135 million shares were authorized in 2013, and an additional 95.975 million shares were authorized in 2020. Set forth below is the number of shares available for issuance pursuant to outstanding and future equity awards under all stock incentive plans as of July 29, 2023:

  37. Board Diversity Matrix (As of October 12, 2023)

    | Shares subject to outstanding stock option awards | 0.4 million | | Shares subject to outstanding restricted share/unit awards (assuming outstanding performance-based stock unit awards are earned at maximum, unless performance is otherwise known) | 126 million | | Shares available for issuance pursuant to future equity awards (assuming outstanding performance-based stock unit awards are earned at maximum, unless performance is otherwise known) | 123 million | | Total shares available for future issuance | 249 million |

  38. Board Diversity Matrix (As of October 12, 2023)

    Note: As of July 29, 2023, Cisco had under the Amended Stock Plan no outstanding options, approximately 120 million shares subject to outstanding RSUs, and approximately six million shares subject to outstanding PRSUs based on an assumed maximum performance, unless performance is otherwise known. As of July 29, 2023, Cisco had under assumed stock plans 1,155 shares subject to outstanding RSUs and approximately 356 thousand shares subject to outstanding options with a weighted average exercise price of $6.48 per share and a weighted average life of 4.4 years. The above total of 249 million shares represents an overhang of approximately 6% based on outstanding common shares as of July 29, 2023. If this amendment and restatement is approved, the additional 80.575 million shares available for issuance under the Amended Stock Plan would increase the overhang to 8%. Cisco calculates “overhang” as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. As of September 1, 2023, the fair market value (as defined in the Amended Stock Plan) of a share of Cisco common stock was $57.84. When considering the number of additional shares to add to the Amended Stock Plan, the Compensation Committee reviewed, among other things, the potential dilution to Cisco’s current stockholders as measured by burn rate and overhang, projected future share usage and estimated future award forfeitures. The projected future usage of shares for long-term incentive awards under the Amended Stock Plan was reviewed under scenarios based on a variety of assumptions. Based on these assumptions, the 80.575 million shares to be added to the Amended Stock Plan pursuant to this amendment and restatement, in combination with the remaining authorized shares and shares added back to the plan from forfeitures of awards granted under the Amended Stock Plan, is expected to satisfy Cisco’s equity compensation needs through at least the 2025 Annual Meeting. However, while this forecast is based on current assumptions, there can be no guarantee that future events, including changes in future business conditions and Cisco’s stock price, will not require Cisco to grant equity awards more rapidly or slowly than currently expected. The Compensation Committee is committed to effectively managing the number of shares reserved for issuance under the Amended Stock Plan while minimizing stockholder dilution. Material Features of the Amended Stock Plan The following is a summary of the material features of the Amended Stock Plan. This summary does not purport to be a complete description of all of the provisions of the Amended Stock Plan and is qualified in its entirety by the Amended Stock Plan. A copy of the Amended Stock Plan has been filed with the SEC with this Proxy Statement and will be sent to stockholders free of charge upon written request to Cisco Systems, Inc., Attention: Investor Relations, 170 West Tasman Drive, San Jose, California 95134. Purpose of the Amended Stock Plan The purpose of the Amended Stock Plan is to promote the long-term success of Cisco and the creation of stockholder value by offering employees, consultants and board members an opportunity to share in such long-term success by acquiring a proprietary interest in Cisco. The Amended Stock Plan seeks to achieve this purpose by providing for discretionary long-term incentive awards in the form of stock units, incentive stock options or nonstatutory stock options, stock grants, and stock appreciation rights (“SARs”). Share Reserve The shares issuable under the Amended Stock Plan are authorized but unissued shares of Cisco common stock. The aggregate number of shares reserved for awards under the Amended Stock Plan must not exceed 870,550,000 shares, subject to adjustment in the event of a capitalization event as described below in “Capitalization Adjustments.” If awards issued under the Amended Stock Plan are forfeited or terminated for any reason before being exercised or settled, then the shares underlying such awards, plus the number of additional shares, if any, that counted against shares available for issuance under the Amended Stock Plan at the time of grant as a result of the application of the fungible share ratio described above, will become available again for issuance under the Amended Stock Plan. SARs will be counted in full against the number of shares available for issuance under the Amended Stock Plan regardless of the number of shares issued upon settlement of the SARs. In the event that withholding tax liabilities arising from an award other than a stock option or SAR are satisfied by the withholding of shares by Cisco, then the shares so withheld, plus the number of additional shares, if any, that counted against the shares available for issuance under the Amended Stock Plan in respect thereof at the time of grant, will again be available for issuance under the Amended Stock Plan. Shares withheld by Cisco to satisfy any tax withholding obligation with respect to a stock option or SAR will not be added to the shares available for issuance under the Amended Stock Plan. Further, shares that are exchanged by a participant or withheld by Cisco as full or partial payment in connection with the exercise or settlement of a stock option or SAR will not be available for subsequent awards under the Amended Stock Plan and shares repurchased on the open market with the proceeds of an option exercise will not be made available again for issuance under the Amended Stock Plan. The following table provides certain information regarding the share reserve of the Amended Stock Plan:

  39. Board Diversity Matrix (As of October 12, 2023)

    | Shares originally authorized under the 2005 Stock Incentive Plan on November 15, 2005 | 350 million | | Additional shares authorized under the amendment and extension of the 2005 Stock Incentive Plan in 2007 | 209 million | | Additional shares authorized under the amendment of the 2005 Stock Incentive Plan in 2013 | 135 million | | Additional shares authorized under the amendment of the 2005 Stock Incentive Plan in 2020 | 95.975 million | | Additional shares requested pursuant to this proposal | 80.575 million | | Shares granted from November 15, 2005 through July 29, 2023 from the 2005 Stock Incentive Plan, less allowable cancellations from the 2005 Stock Incentive Plan and the previous plans | (666 million) | | Total shares available for grant under the Amended Stock Plan as of July 29, 2023 (inclusive of the shares requested pursuant to this proposal) | 204.550 million |

  40. Board Diversity Matrix (As of October 12, 2023)

    Note: As of July 29, 2023, Cisco had under the Amended Stock Plan no outstanding options, approximately 120 million shares subject to outstanding RSUs and approximately six million shares subject to outstanding PRSUs based on an assumed maximum performance, unless performance is otherwise known. Plan Limits No participant in the Amended Stock Plan may be granted awards during any fiscal year in excess of any of the following limits: options covering in excess of 5,000,000 shares; SARs covering in excess of 5,000,000 shares; or stock grants or stock units in the aggregate covering in excess of 5,000,000 shares. The maximum value of stock awards granted during a single fiscal year under the Amended Stock Plan, taken together with any cash fees paid during such fiscal year for services on the Board of Directors, will not exceed $800,000 in total value for any non-employee director, calculating the value of any such awards based on the grant date fair value of such awards under applicable financial accounting standards. Such limit includes the value of any stock awards that are received in lieu of payment of all or a portion of the non-employee director’s regular annual retainer, additional retainer paid in connection with service on any committee of the Board of Directors, or other cash fees. For the avoidance of doubt, neither awards granted or compensation paid to a non-employee director for services rendered as an employee or consultant of Cisco nor any amounts paid to a non-employee director as a reimbursement of an expense will count against the foregoing limitation. Administration Under the terms of the Amended Stock Plan, the Board of Directors or a committee appointed by the Board of Directors has the authority to administer the Amended Stock Plan (the “Plan Administrator”). The Compensation Committee has been designated as the Plan Administrator. The Board of Directors may, however, at any time terminate the functions of the Compensation Committee and reassume all powers and authority previously delegated to the Compensation Committee. Subject to the terms of the Amended Stock Plan, the Plan Administrator, among other things, determines the recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of such stock awards. Notwithstanding the foregoing, only the full Board of Directors may grant and administer awards under the Amended Stock Plan to non-employee directors. Eligibility and Types of Awards under the Amended Stock Plan The Amended Stock Plan permits the granting of stock units, stock options, stock grants, and SARs by the Plan Administrator as further described below. Employees (including employee directors and executive officers) and consultants of Cisco and its subsidiaries and affiliates and non-employee directors of Cisco are eligible to participate in the Amended Stock Plan. Accordingly, each non-employee member of the Board of Directors and each executive officer has an interest in Proposal No. 2. As of July 29, 2023, approximately 84,900 employees (including executive officers) are eligible to participate in the Amended Stock Plan. All non-employee directors (11 persons) are eligible to participate in the Amended Stock Plan. ■

  41. Stock Units

    Stock Units The Plan Administrator may award stock units under the Amended Stock Plan. Participants are not required to pay any consideration to Cisco at the time of grant of a stock unit. The number of shares covered by each stock unit award will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals, or both, and/or other conditions. Unless a deferral election is made, when the participant satisfies the vesting conditions of the stock unit award, Cisco will pay the participant cash or shares of Cisco common stock or any combination of both to settle the vested stock units. Conversion of the stock units into cash may be based on the average of the fair market value of a share of Cisco common stock over a series of trading days or on other methods. The holders of stock units have no voting rights. Awards may be granted with or without dividend equivalents, which, prior to distribution, are subject to the same terms and conditions (including, without limitation, any forfeiture conditions) as the stock units to which they relate. Any dividend equivalents awarded with respect to stock units will be settled only if, when and to the extent such stock units vest and are settled. Dividend equivalents payable with respect to stock units that do not vest will be forfeited. Currently, dividend equivalents are only credited on vested deferred stock units. ■

  42. Stock Options

    Stock Options The Plan Administrator may grant nonstatutory stock options or incentive stock options under the Amended Stock Plan. However, the Plan Administrator does not have the authority to grant stock options that automatically provide for the grant of new stock options upon their exercise. The number of shares covered by each stock option granted to a participant will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals, or both, and/or other conditions. The stock option exercise price is established by the Plan Administrator and must be at least 100% of the per share fair market value (110% for incentive stock option grants to 10% stockholders) of Cisco common stock on the date of grant. Repricing of stock options is prohibited unless stockholder approval is obtained. The maximum term for stock options may not exceed ten years from the date of grant, but the Plan Administrator may provide for earlier expiration. Since fiscal 2009, the Plan Administrator has determined that stock options granted will expire seven years after the date of grant. Unless otherwise provided by the Plan Administrator, unvested stock options will expire upon termination of the participant’s service with Cisco and vested stock options will expire three months following a termination for any reason other than death, disability, or cause; eighteen months following a termination for death or disability; and immediately following a termination for cause. Stock options may not be granted with rights to dividends or dividend equivalents. Under the Amended Stock Plan, the stock option exercise price must be paid at the time the shares are purchased. Consistent with applicable laws, regulations and rules, payment of the exercise price of a stock option may be made in cash, (including by check, wire transfer or similar means), by cashless exercise, by surrendering or attesting to previously acquired shares of Cisco common stock, or by any other legal consideration. ■

  43. Stock Grants

    Stock Grants The Plan Administrator may award stock grants under the Amended Stock Plan. Except for non-employee directors, stock grants are not typically awarded to employees. At the time of the stock grant, participants may be required to pay cash or other legal consideration approved by the Plan Administrator, but the Amended Stock Plan does not establish a minimum purchase price for shares awarded as stock grants. Stock grants are comprised of shares of Cisco common stock. The number of shares associated with each stock grant will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals, or both, and/or other conditions. When the stock grant award conditions are satisfied, then the participant is vested in the shares and has complete ownership of the shares. The holder of a stock grant awarded under the Amended Stock Plan will have the same voting, dividend and other rights as Cisco’s other stockholders, except that in the case of any unvested shares, the holder will not be entitled to any dividends and other distributions paid or distributed by Cisco on the equivalent number of vested shares. Notwithstanding the foregoing, at the Plan Administrator’s discretion, the holder of unvested shares may be credited with such dividends and other distributions, provided that such dividends and other distributions will be distributed to the holder only if, when and to the extent such shares vest. The value of dividends and other distributions payable or distributable with respect to any shares that do not vest shall be forfeited. ■

  44. Stock Appreciation Rights

    Stock Appreciation Rights The Plan Administrator may grant SARs under the Amended Stock Plan. However, the Plan Administrator does not have the authority to grant SARs that automatically provide for the grant of new SARs upon their exercise. The number of shares covered by each SAR will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals and/or other conditions. The SAR exercise price is established by the Plan Administrator and must be at least 100% of the per share fair market value of Cisco common stock on the date of grant. Repricing of SARs is prohibited unless stockholder approval is obtained. SARs may not be granted with rights to dividends or dividend equivalents. The maximum term for SARs may not exceed ten years from the date of grant, but the Plan Administrator may provide for earlier expiration. Unless otherwise provided by the Plan Administrator, unvested SARs expire upon termination of the participant’s service with Cisco and vested SARs expire three months following a termination for any reason other than death, disability, or cause; eighteen months following a termination for death or disability;

  45. Stock Appreciation Rights

    and immediately following a termination for cause. Upon exercise of a SAR, the participant receives payment from Cisco in an amount determined by multiplying (a) the difference between (i) the fair market value of a share on the date of exercise and (ii) the exercise price times (b) the number of shares with respect to which the SAR is exercised. SARs may be paid in cash, shares of Cisco common stock or any combination of both, as determined by the Plan Administrator. Performance Conditions Awards under the Amended Stock Plan may be made subject to performance conditions as well as time-vesting conditions. Such performance conditions may be based on an objective formula or standard, which include one or more of the following factors, whether or not calculated in accordance with GAAP, and any objectively verifiable adjustment(s) thereto permitted and pre-established by the Plan Administrator: (i) operating income, operating cash flow and operating expense; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales; (vii) revenue; (viii) profits before interest and taxes; (ix) expenses; (x) cost of goods sold; (xi) profit/loss or profit margin; (xii) working capital; (xiii) return on capital, equity or assets; (xiv) earnings per share; (xv) economic value added; (xvi) stock price; (xvii) price/earnings ratio; (xviii) debt or debt-to-equity; (xix) accounts receivable; (xx) write-offs; (xxi) cash; (xxii) assets; (xxiii) liquidity; (xxiv) operations; (xxv) intellectual property (e.g., patents); (xxvi) product development; (xxvii) regulatory activity; (xxviii) manufacturing, production or inventory; (xxix) mergers and acquisitions or divestitures; (xxx) financings; (xxxi) customer satisfaction; (xxxii) total stockholder return; and/or (xxxiii) any other performance factor selected by the Plan Administrator, each with respect to Cisco and/or one or more of its affiliates or operating units. Capitalization Events In the event of a subdivision of the outstanding shares of Cisco common stock, a declaration of a dividend payable in shares, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the price of shares, a combination or consolidation of the outstanding shares (by reclassification or otherwise) into a lesser number of shares, a recapitalization, a spin-off or a similar occurrence, the Plan Administrator will make appropriate adjustments to the number of shares and kind of shares or securities issuable under the Amended Stock Plan (on both an aggregate and per-participant basis) and under each outstanding award, to the award limits as described above in “Plan Limits”, and to the exercise price of outstanding options and SARs. Corporate Transactions In the event that Cisco is acquired by merger or asset sale or consolidated into another entity, outstanding awards will be subject to the applicable agreement of merger, sale of assets or reorganization. Such agreement may provide, without limitation, for the assumption or substitution of outstanding options, SARs, or stock units by the surviving corporation or its parent, for the assumption of outstanding stock grants by the surviving corporation or its parent, for the replacement of outstanding options, SARs, and stock units with a cash incentive program of the surviving corporation which preserves the spread existing on the unvested portions of such outstanding awards at the time of the transaction and provides for subsequent payout in accordance with the same vesting provisions applicable to those awards, for accelerated vesting of outstanding awards, or for the cancellation of outstanding options, SARs, and stock units, with or without consideration, in all cases without the consent of the participant. Vesting Acceleration Unless otherwise provided in the applicable award agreement, outstanding stock options, SARs, and stock units will vest and, if applicable, become immediately exercisable in full in the event that Cisco is acquired by merger or asset sale or consolidated into another entity, unless such awards are assumed, substituted or replaced by the acquiring entity (or in the case of outstanding stock grants, the related stock grant agreements are assumed). The Plan Administrator may also provide, at the time of grant of such awards or any time thereafter, that such awards will vest in full and, if applicable, become immediately exercisable in the event that Cisco is acquired by merger or asset sale, or consolidated into another entity, or in the event there is a hostile takeover of Cisco, whether through a tender or exchange offer for more than 35% of Cisco’s outstanding voting securities which the Board of Directors does not recommend the stockholders accept, or a change in the majority of the members of the Board of Directors as a result of one or more contested elections for board membership. In addition, Cisco currently has a vesting acceleration policy for outstanding and unvested equity awards up to a specified limit upon the death or terminal illness of an employee. Dissolution To the extent not previously exercised or settled, stock units, options, and SARs will terminate immediately prior to the dissolution or liquidation of Cisco. Amendment and Termination The Board of Directors may amend the Amended Stock Plan at any time and for any reason, provided that any such amendment will be subject to stockholder approval to the extent stockholder approval is required by applicable laws, regulations, or rules. The Board of Directors may terminate the Amended Stock Plan at any time and for any reason, and the Amended Stock Plan will terminate at the 2030 Annual Meeting unless re-adopted or extended by the stockholders prior to or on such date. The termination or amendment of the Amended Stock Plan will not impair the rights or obligations of any participant under any award previously made under the Amended Stock Plan without the participant’s consent, unless such modification is necessary or desirable to comply with any applicable law, regulation or rule. New Plan Benefits The Amended Stock Plan does not provide for set benefits or amounts of awards and we have not approved any awards that are conditioned on stockholder approval of the Amended Stock Plan. However, as discussed in further detail in the “Director Compensation” section, each of our current non-employee directors who is a director nominee is entitled to receive a grant of fully vested shares every year on the date of our annual meeting with a grant date fair value of $245,000. As of the date of the 2023 Annual Meeting, such awards will be granted under the Amended Stock Plan if the Amended Stock Plan is approved. The following table summarizes the aggregate value of the shares that our current non-employee directors as a group, who are director nominees at the 2023 Annual Meeting, will receive if they are elected at the 2023 Annual Meeting. It also highlights the fact that none of our executive officers (including our named executive officers) or employees will receive any set benefits or awards that are conditioned upon stockholder approval of the Amended Stock Plan. All other future awards to directors, executive officers, employees and consultants of Cisco under the Amended Stock Plan are discretionary and cannot be determined at this time.

  46. Stock Appreciation Rights

    Historical Plan Benefits The following table sets forth, for each of the individuals and groups indicated, the number of shares subject to stock options granted under the 2005 Stock Incentive Plan since the 2005 Stock Incentive Plan became effective through July 29, 2023. No stock options have been granted under the 2005 Stock Incentive Plan to any associate of any of our directors (including nominees) or executive officers. No person received 5% or more of the total stock options granted under the 2005 Stock Incentive Plan since its inception.

  47. Stock Appreciation Rights

    | Name and Principal Position | Number of Shares Underlying Stock Options Granted | | Charles H. Robbins(1) Chair and Chief Executive Officer | 212,000 | | R. Scott Herren Executive Vice President and Chief Financial Officer | — | | Maria Martinez Executive Vice President and Chief Operating Officer | — | | Jeff Sharritts Executive Vice President and Chief Customer and Partner Officer | 16,500 | | Dev Stahlkopf Executive Vice President, Chief Legal Officer and Chief Compliance Officer | — | | All current executive officers as a group (5 persons) | 228,500 | | Michael D. Capellas Director Nominee | 15,000 | | All current non-employee directors as a group (11 persons) | 45,000(2) | | Non-executive officer employee group | 231,239,674 |

  48. Stock Appreciation Rights

    (1) Mr. Robbins is also a nominee for election as a director. (2) Includes historical stock options granted to two current non-employee directors who are not director nominees at the 2023 Annual Meeting. There were no historical stock options granted to any other non-employee director nominee. U.S. Federal Income Tax Consequences The following is a brief summary of the federal income tax consequences applicable to awards granted under the Amended Stock Plan based on federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A), or other tax laws other than federal income tax law. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances may vary, Cisco advises all participants to consult their own tax advisors concerning the tax implications of awards granted under the Amended Stock Plan. A recipient of a stock option or SAR will not have taxable income upon the grant of the stock option or SAR. For nonstatutory stock options and SARs, the participant will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except, possibly, for purposes of the alternative minimum tax. The gain or loss recognized by the participant on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally-required period (currently more than two years from the date of grant and more one year from the date of exercise). If the shares are not held for the legally-required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price. Any additional gain recognized on the sale generally will be a capital gain. For stock grant awards, unless vested or the participant elects under Code Section 83(b) to be taxed at the time of grant, the participant will not have taxable income upon the grant, but upon vesting will recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. A participant is not deemed to receive any taxable income at the time an award of stock units is granted. When vested stock units (and dividend equivalents, if any) are settled and distributed, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of shares received less the amount paid for such stock units (if any). At the discretion of the Plan Administrator, the Amended Stock Plan allows a participant to satisfy his or her tax withholding requirements under federal and state tax laws in connection with the exercise or receipt of an award by electing to have shares withheld, and/or by delivering or attesting to Cisco already-owned shares of Cisco common stock. If the participant is an employee or former employee, the amount the participant recognizes as ordinary income in connection with an award is subject to withholding taxes (generally not applicable to incentive stock options) and Cisco is generally allowed a tax deduction equal to the amount of ordinary income recognized by the participant. Equity Compensation Plan Information The following table provides information as of July 29, 2023 with respect to the shares of Cisco common stock that may be issued under existing equity compensation plans. The category “Equity compensation plans approved by security holders” in the table below consists of the 2005 Stock Incentive Plan and the Cisco Systems, Inc. Employee Stock Purchase Plan (the “Purchase Plan”).

  49. Stock Appreciation Rights

    (1) Excludes purchase rights accruing as of July 29, 2023 under the Purchase Plan. (2) Includes 120,303,275 shares subject to outstanding RSUs and 4,797,963 shares issuable under outstanding PRSUs based on an assumed target performance, unless performance is otherwise known. (3) Includes shares available for future issuance under the Purchase Plan. As of July 29, 2023, as reported in Cisco’s 2023 Annual Report on Form 10-K, an aggregate of 87,713,932 shares of common stock were available for future issuance under the Purchase Plan, including shares subject to purchase during the current purchase period. Under the 2005 Stock Incentive Plan, each share issued as a stock grant (or pursuant to the vesting of a stock unit) will reduce the share reserve by 1.5 shares. Further, each share issued upon the settlement of a dividend equivalent will reduce the shares reserved by 1.5 shares. Under the 2005 Stock Incentive Plan, non-employee directors may also elect to receive fully vested shares of common stock (or RSUs that would be settled in shares after the non-employee director left the Board) in lieu of all or a specified portion of their regular cash retainer, additional retainer paid in connection with service on any committee, or other cash fees based on the fair market value of the shares on the date any cash retainer or fee would otherwise be paid. (4) Excludes options, warrants and other equity rights assumed by Cisco in connection with mergers and acquisitions. As of July 29, 2023, a total of 356,464 shares of common stock were issuable upon exercise of outstanding options and 1,155 shares were issuable upon the vesting of RSUs under those other assumed arrangements. The weighted average exercise price of those outstanding options is $6.48 per share. No additional awards may be granted under those assumed arrangements. (5) As of July 29, 2023, 123,749,428 shares and 87,713,932 shares were available for future issuance under the 2005 Stock Incentive Plan and the Purchase Plan, respectively, as reported in Cisco’s 2023 Annual Report on Form 10-K.

  50. Stock Appreciation Rights

    Vote Required The affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter) is required for approval of this proposal. The Board of Directors recommends that the stockholders vote FOR the approval of the amendment and restatement of the 2005 Stock Incentive Plan. Proposal No. 3 – Advisory Vote to Approve Executive Compensation Under Section 14A of the Exchange Act, Cisco stockholders are entitled to cast an advisory vote to approve the compensation of Cisco’s named executive officers, known as a “Say on Pay” vote. The stockholder vote is an advisory vote only and is not binding on Cisco or its Board of Directors. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The core of Cisco’s executive compensation philosophy and practice continues to align real pay delivery with performance. Cisco’s executive officers are compensated in a manner consistent with Cisco’s business strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. We urge you to read the CD&A, the compensation tables, and the narrative discussion set forth on pages 40 to 79 for additional details on Cisco’s executive compensation program. Below are a few highlights of our pay-for-performance philosophy. Fiscal 2023 Pay and Performance Fiscal 2023 was a milestone year for Cisco with record performance, solid customer demand, increased market share, and innovation in key areas like AI, security, and cloud. In fiscal 2023, we delivered double-digit growth in total revenue and strong profitability in a challenging environment. We set several new records for the company including total revenue, net income, earnings per share (“EPS”), operating cash flow, annualized recurring revenue (“ARR”), and remaining performance obligations (“RPO”). We also continued to make progress in the transformation of our business model, delivering increased software and subscriptions. Our fiscal 2023 incentive plan financial results were as follows: ■ Revenue1 11% above fiscal 2022 ■ Operating Income1 11% above fiscal 2022 ■ Operating Cash Flow 50% above fiscal 2022 ■ EPS1 14% above fiscal 2022 ■ Product ARR1 10% above fiscal 2022 1 Revenue and Operating Income as determined pursuant to the EIP, EPS as determined pursuant to the fiscal 2023 PRSUs and pursuant to the Compensation Committee’s exercise of negative discretion as described in the CD&A below, and product ARR as determined pursuant to the transformational PRSUs, as set forth in the CD&A below. Long-term incentives continue to be the largest element of named executive officer compensation, consistent with market practice. For Cisco’s CEO, approximately 60% of long-term grant value is comprised of performance shares earned for achievement against rigorous goals for operating cash flow, EPS, and relative total stockholder return (“TSR”) performance measured over three years. For Cisco’s other named executive officers, approximately 50% of long-term grant value is comprised of performance shares earned for achievement against the same goals of operating cash flow, EPS, and relative TSR performance measured over the same three-year period. Our PRSUs for fiscal 2021 – 2023 were earned at 89.8% of target as operating cash flow and EPS performance were at 108.7% of target over the three-year period, while relative TSR for the three-year period was below the target performance level, reflecting the rigor applied to the Compensation Committee’s goal setting. After evaluating a range of potential long-term incentive designs and in order to incentivize the key drivers of Cisco’s business transformation, at the beginning of fiscal 2023, the Compensation Committee granted one-time PRSUs using a three-year performance period, with three annually set goals, and a new performance metric, product ARR, which is designed to drive our future growth and profitability by incentivizing product ARR growth over the performance period. The Compensation Committee determined that product ARR growth correlates with the success of Cisco’s business transformation strategy. These one-time PRSUs have three-year cliff vesting (with no vesting upon retirement or other termination except in the event of a named executive officer’s death or terminal illness) and were designed to retain our executive talent in a very competitive market to enable them to work to

  51. Strong Say-On-Pay Support

    Strong Say-On-Pay Support Last year’s say-on-pay proposal was approved by approximately 89% of stockholder votes. We continued to engage with stockholders to consider enhancements to our compensation program in fiscal 2023. Consistent with feedback we received from stockholders to increase the emphasis on operating goals that drive long-term growth, for fiscal 2023, we changed our long-term incentive program such that the financial performance goal multiplier will have an increased impact on the number of fiscal 2023 PRSUs that are earned and the relative TSR performance goal for the fiscal 2023 PRSUs will have a reduced impact, modifying the financial performance goal multiplier higher or lower by no more than 20% rather than operate as a separate multiplier as was the case for PRSUs granted in fiscal 2021 and 2022. Other than this change, as a result of our say-on-pay vote, the Compensation Committee retained its general approach to executive compensation and continued to apply the same general pay-for-performance principles and philosophy as in prior fiscal years.

  52. Annual Executive Incentive Plan

    Annual Executive Incentive Plan Our revenue and operating income under the EIP resulted in a company performance factor (“CPF”) of 1.80 for fiscal 2023, up from 0.58 in fiscal 2022, reflecting above target achievement of financial performance goals. The Compensation Committee set the fiscal 2023 targets for revenue and operating income 6% and 2% above fiscal 2022 performance, respectively, as measured under the EIP.

  53. Annual Executive Incentive Plan

    | | Performance Criteria | | | Pay for Performance Results | | | Fiscal 2023 Goals ($ billions) | | | Fiscal 2023 Results ($ billions) | | | Threshold | Target | Maximum | | | Revenue | $49.3 (90% of target) | $54.7 | $57.5 (105% of target) | $57.0 (104% of target) | | Operating Income | $15.0 (85% of target) | $17.7 | $19.4 (110% of target) | $19.1 (108% of target) |

  54. 2021-2023 PRSU Plan

    | Performance Criteria | Pay-for-Performance Results | | | | | Fiscal 2021 Grant | Cash Flow/EPS(1) | Relative TSR(2) | | Earned PRSUs = Target PRSUs x ((50% x Average Financial Goal Multiplier) + (50% x Relative TSR Multiplier)) | Fiscal 2023 | 144%(3) | 71% | | | Fiscal 2022 | 54% | | | | Fiscal 2021 | 128% | | | | Result | 108.7% | 71% | | | PRSUs Earned | 89.8% of Target | |

  55. Transformational PRSU Plan

    These one-time PRSUs have three-year cliff vesting (with no vesting upon retirement or other termination except in the event of a named executive officer’s death or terminal illness) and are designed to retain our executive talent in a very competitive market to enable them to work to deliver results against the rigorous product ARR performance goals and increase long-term stockholder value through the successful transformation of the business.

  56. Fiscal 2023 CEO Pay

    Fiscal 2023 CEO Pay For fiscal 2023, our CEO’s target TDC, when adjusted to include $5 million to reflect the annualized target value of his one-time transformational PRSU award, was $36 million. Because the transformational PRSU award was intended to address the extraordinary demands related to a unique organizational transformation and is not intended to be repeated in future years, we do not view the award as offering recurring annual pay for purposes of aligning our executives’ annual target TDC with our Peer Group. However, to ensure that total realizable pay remained within a reasonable range of peer practices, at the time of grant we did reference the comparative target TDC levels when including the annualized value of the award. When comparing our CEO’s target TDC to the CEOs in our Peer Group without including the $5 million annualized value of the transformational PRSU award, his target TDC aligned within a competitive range around the median of the CEOs in our Peer Group. When including the $5 million annualized value, our CEO’s target TDC is below the 65th percentile of the CEOs in our Peer Group.

  57. Environmental and Social Goals

    | Reward Actual Achievement | Align Interests | | Compensate for achievement of short-term and long-term company financial and operating goals, and refrain from providing special benefits, “golden parachute” excise tax gross-ups, or accelerated equity vesting except in limited circumstances. | Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value. |

  58. Listening to Our Stockholders

    Listening to Our Stockholders Our Compensation Committee relies on our regular stockholder outreach and engagement activities, as well as more formal channels to communicate with stockholders, including the opportunity for our stockholders to cast a non-binding advisory vote regarding executive compensation at Cisco’s annual meeting of stockholders. See the “Governance and Board Matters – Corporate Governance – Stockholder Engagement” section for a discussion of our fiscal 2023 stockholder outreach and engagement. See also the “Governance and Board Matters – Corporate Governance – Board of Directors – Stockholder Communications with the Board” section. The Compensation Committee is interested in the ideas and feedback of our stockholders regarding executive compensation. In fiscal 2023, we engaged with stockholders representing approximately 40% of our outstanding shares, including 79% of our 30 largest stockholders, on a variety of topics, including our executive compensation program. Consistent with feedback we received from stockholders to increase the emphasis on operating goals that drive long-term growth, for fiscal 2023, we changed our long-term incentive program such that the financial performance goal multiplier will have an increased impact on the number of fiscal 2023 PRSUs that are earned and the relative TSR performance goal for the fiscal 2023 PRSUs will have a reduced impact, modifying the financial performance goal multiplier higher or lower by no more than 20%. In evaluating our compensation practices in fiscal 2023, the Compensation Committee was mindful of the support our stockholders expressed for Cisco’s philosophy and practice of linking compensation to operational objectives and stockholder value creation. In fiscal 2023, the Compensation Committee continued to monitor our executive compensation programs to ensure compensation is aligned with company performance. As in prior years, we continue to set rigorous incentive compensation goals and align pay delivery with performance and achievement of our strategic objectives. We also continue to put executive compensation to an annual advisory stockholder vote and consider the views of our stockholders. The Compensation Committee will continue to seek out and consider stockholder feedback in the future.

  59. Our Compensation Practices Benefit our Stockholders

    | Compensation Practices | | | Independent Compensation Committee | Our Compensation Committee consists entirely of independent directors. | | Independent Compensation Consultant | Our Compensation Committee utilizes an independent compensation consultant, which is retained directly by the Compensation Committee and provides no other services to Cisco’s management. | | Risk Assessment | Our Compensation Committee performs an annual review of the risks related to our compensation programs. | | Pay for Performance | 75% of target annual TDC for the CEO was performance-based and approximately 64% of target annual TDC for the other named executive officers was performance-based. See the “Compensation Components” section for a discussion of our named executive officers’ TDC. | | Annual Cash Incentive | Payment is primarily based on Cisco’s achievement of rigorous pre-established revenue and operating income goals (weighted 80%) and secondarily based on a team performance factor scored based on the executive leadership team’s joint execution with respect to certain environmental and social goals (weighted 20%). | | Annual Long-Term Equity Incentive | Approximately 60% of our CEO’s target annual equity award value is in PRSUs and 50% of our other named executive officers’ target annual equity award value is in PRSUs. For annual PRSUs granted prior to the fiscal 2023 PRSUs, 50% of the PRSUs may be earned based on relative TSR performance measured over a three-year period. 50% of the PRSUs may be earned based on pre-established annual performance goals, namely operating cash flow and EPS, with earned values paid at the end of the full three-year performance period. For fiscal 2023 PRSUs, the PRSUs may be earned based on pre-established annual performance goals, namely operating cash flow and EPS, modified higher or lower by no more than 20% based on relative TSR performance measured over a three-year period, with earned values paid at the end of the full three-year performance period. | | Caps on Incentive Compensation | There is a limit on the maximum amount of annual cash incentives and PRSUs that may be paid. | | No SERP or Pension Plan | We do not sponsor a supplemental executive retirement plan or a defined benefit pension plan for our executive officers. | | No Employment Agreements | None of our executive officers have employment, severance or change in control agreements. | | Stock Ownership Guidelines | We have meaningful stock ownership guidelines for our executive officers and non-employee directors. | | Recoupment/Clawback Policy | We have a long-standing recoupment policy that is triggered in the event of certain financial restatements. This policy was recently updated to comply with new SEC rules, expanding its application from qualifying cash awards and PRSUs received prior to October 2, 2023 to include all qualifying cash and equity incentive awards received on or after October 2, 2023. Additionally, our equity plans provide for the forfeiture of awards if an executive officer participates in activities detrimental to Cisco or is terminated for misconduct. | | Limited Perquisites | We only provide limited perquisites as approved by the Compensation Committee. | | No Single-Trigger Change-in-Control Vesting Acceleration Provisions | No equity awards are subject to single-trigger change in control vesting. | | No Repricing | Our 2005 Stock Incentive Plan expressly prohibits repricing or repurchasing equity awards that are underwater without stockholder approval. | | No Parachute Excise Tax Gross-Ups | We do not provide tax gross-ups in connection with any “golden parachute” excise taxes. | | No Hedging | Under our insider trading policy, all employees (including officers) and members of the Board are prohibited from engaging in any speculative transactions in Cisco securities, including engaging in short sales, transactions involving put options, call options or other derivative securities, or any other forms of hedging transactions, such as collars or forward sale contracts. | | No Pledging | Executive officers and members of the Board are prohibited from pledging Cisco securities in margin accounts or as collateral for loans. | | No Dividends or Dividend Equivalents Paid or Settled on Unvested Equity Awards | We do not provide for payment of dividends or settlement of dividend equivalents on unvested awards. |

  60. Variable Cash Incentive Awards

    Variable Cash Incentive Awards The primary objectives of Cisco’s annual cash incentive program are to reward achievement of our annual financial performance (80% weighting) and our executive leadership team’s performance with respect to certain environmental and social goals (20% weighting), and to establish appropriate company performance expectations to ensure that our executives are accountable for our continued growth and profitability while striving to conduct our business in a sustainable manner. Performance measures and goals for determining our named executive officers’ fiscal 2023 annual incentive awards were pre-established under Cisco’s EIP. The pre-established performance goals were based on Cisco’s achievement of financial performance goals, expressed as the CPF,

  61. Variable Cash Incentive Awards

    | Cisco 2023 Proxy Statement | 45 |

  62. Variable Cash Incentive Awards

    and an ESG factor that is determined based on the executive leadership team’s joint execution with respect to certain environmental and social goals. The Compensation Committee established such performance measures and goals based on feedback from stockholders, an informed review of Cisco’s targeted financial performance for fiscal 2023, and the pay practices of the companies in our Peer Group.

  63. How Variable Cash Incentive Awards Work

    How Variable Cash Incentive Awards Work The financial performance metrics for awards under the EIP for fiscal 2023 continued to be based on the same financial performance metrics as were used in fiscal 2022, and the specific financial targets are the same as those used under the company-wide bonus plan. For fiscal 2023, the target bonus was based on a CPF of 1.0. Cisco’s financial performance must have exceeded its fiscal 2023 financial plan established by the Board for the CPF to exceed 1.0. For fiscal 2023, the ESG factor was scored based on the executive leadership team’s joint execution with respect to certain environmental and social goals. For each named executive officer, the fiscal 2023 EIP awards were calculated by multiplying an individual’s annual base salary for fiscal 2023 by the individual’s target award percentage, and multiplying the result by the sum of 80% of the CPF and 20% of the ESG factor, as follows:

  64. BONUS = BASE × TARGET × ((CPF × 0.80) + (ESG Factor × 0.20))

    BONUS = BASE × TARGET × ((CPF × 0.80) + (ESG Factor × 0.20)) The Compensation Committee does not have the discretion to award bonuses under the EIP if the applicable performance criteria have not been met. The fiscal 2023 cash incentive awards for each named executive officer participant were as follows:

  65. BONUS = BASE × TARGET × ((CPF × 0.80) + (ESG Factor × 0.20))

    | Named Executive Officer | Base Salary(1) | Target Award Percentage | Company Performance Factor (80%) | ESG Factor (20%) | EIP Payment | | Charles H. Robbins | $1,390,000 | 260% | 1.80 | 1.47 | $6,266,676 | | R. Scott Herren | $869,199 | 160% | 1.80 | 1.47 | $2,411,505 | | Maria Martinez | $869,199 | 160% | 1.80 | 1.47 | $2,411,505 | | Jeff Sharritts | $800,000 | 160% | 1.80 | 1.47 | $2,219,520 | | Dev Stahlkopf | $705,718 | 160% | 1.80 | 1.47 | $1,957,945 |

  66. BONUS = BASE × TARGET × ((CPF × 0.80) + (ESG Factor × 0.20))

    (1) The base salary amounts for Mr. Herren, Ms. Martinez, and Ms. Stahlkopf reflect the fiscal 2023 base salary increases in October 2022.

  67. Company Performance Factor (CPF)

    For fiscal 2023, the funding percentage for the revenue financial performance goal was: 0% for performance below threshold (90% of target); 25% for performance at threshold (90% of target); increased by 7.5% for each percentage increase in performance between threshold and target (between 90% and 100% of target); 100% for performance at target; increased by 20% for each percentage increase in performance between target and maximum (between 100% and 105% of target); and 200% for performance at or above maximum (105% of target). For fiscal 2023, the funding percentage for the operating income financial performance goal was: 0% for performance below threshold (85% of target); 25% for performance at threshold (85% of target); increased by 5% for each percentage increase in performance between threshold and target (between 85% and 100% of target); 100% for performance at target; increased by 10% for each percentage increase in performance between target and maximum (between 100% and 110% of target); and 200% for performance at or above maximum (110% of target). The revenue and operating income goals and results were calculated for purposes of the EIP in accordance with pre-established rules. Revenue was Cisco’s GAAP revenue excluding the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds. Operating income was Cisco’s GAAP operating income excluding the following: share-based compensation expense; compensation expense related to acquisitions and divestitures; changes in estimates of contingent consideration related to acquisitions; gains or losses on acquisitions and divestitures; amortization or impairment of acquired intangible assets including in-process research and development; all external acquisition and divestiture-related costs such as finder’s fees, advisory, legal, accounting, valuation, hedging or other professional or consulting fees directly associated with acquisitions; gains or losses resulting from resolving all pre-acquisition or divestiture contingencies; gains or losses resulting from the exit of our business in Russia and Belarus; and each of the following subject to pre-established thresholds: the impact of any cumulative effect of changing to newly adopted accounting principles; operating income of acquired and divested entities and their subsidiaries as reflected on the financial records thereof; losses due to impairments or gain/loss contingencies; gains or losses on the sale of fixed assets; direct losses on Cisco’s tangible assets from natural catastrophe, war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, or seizure; and restructuring charges.

  68. Long-Term, Equity-Based Incentive Awards

    Long-Term, Equity-Based Incentive Awards The primary objectives of Cisco’s equity-based incentive awards program are to align the interests of our executive officers with our stockholders and to provide our executive officers with a long-term incentive to manage Cisco from the perspective of an owner. PRSUs support the objectives of linking realized value to the achievement of critical financial and operational objectives and delivering superior long-term stockholder returns. Time-based RSUs support retention and align the interests of our executive officers with those of our stockholders since they promote stockholder value creation and a culture of ownership. The Compensation Committee determines the size of an executive officer’s equity awards according to each executive officer’s position within Cisco and sets targets at levels intended to create a meaningful opportunity for reward predicated on increasing stockholder value and delivering on key long-term financial performance objectives. In addition to considering competitive market data, the Compensation Committee considers an individual’s performance history, an individual’s potential for future advancement and promotions, the CEO’s recommendations for awards other than his own, and the value of existing vested and unvested outstanding equity awards, including the extent to which such awards provide sufficient holding power for each of our executive officers. The relative weight given to each of these factors varies among individuals at the Compensation Committee’s discretion.

  69. Fiscal 2023 Awards

    Fiscal 2023 Awards In October 2022, the Compensation Committee approved fiscal 2023 equity awards for the CEO to be comprised of approximately 60% PRSUs and 40% time-based RSUs (based on grant date target value) and for each of the other named executive officers to be comprised of approximately 50% PRSUs and 50% time-based RSUs (based on grant date target value) as set forth in the table below. After consideration by the Compensation Committee of each executive officer’s position within Cisco, performance history, and potential for future advancement and promotions, the intent to create a meaningful opportunity to reward an increase in stockholder value and delivery of key long-term financial performance objectives, competitive market data, the CEO’s recommendations for awards other than his own, and the value of existing vested and unvested outstanding equity awards, the Compensation Committee determined the following year−over−year increases in the grant date target values for the fiscal 2023 equity awards were appropriate: approximately $2.8 million for Mr. Robbins; approximately $3 million for Mr. Herren and Ms. Martinez; and approximately $2.5 million for Ms. Stahlkopf. Commencing with the equity awards granted in fiscal 2021, the Compensation Committee approved the accrual of dividend equivalents on PRSUs and time-based RSU awards granted to executive officers. Such dividend equivalents accrue on the awards as of each dividend payment date during the period between the date the award is granted and the date the award vests and are subject to the same terms and conditions (including, without limitation, any forfeiture conditions) as the awards to which they relate. Any dividend equivalents awarded with respect to the awards will be settled only if, when and to the extent such awards vest and are settled.

  70. Fiscal 2023 Awards

    | Named Executive Officer | Target PRSUs | Max. PRSUs | Target Value of PRSUs | Time- Based RSUs | Grant Value of Time-Based RSUs | Total Target Value of Fiscal 2023 Annual Equity Awards(1) | | Charles H. Robbins | 368,446 | 738,365 | $15,600,004 | 262,759 | $10,400,002 | $26,000,006 | | R. Scott Herren | 165,329 | 331,319 | $7,000,030 | 176,857 | $7,000,000 | $14,000,030 | | Maria Martinez | 153,520 | 307,654 | $6,500,037 | 164,225 | $6,500,026 | $13,000,063 | | Jeff Sharritts | 118,092 | 236,656 | $5,000,015 | 126,327 | $5,000,023 | $10,000,038 | | Dev Stahlkopf | 100,378 | 201,157 | $4,250,005 | 107,378 | $4,250,021 | $8,500,026 |

  71. EARNED FISCAL 2023 PRSUs = TARGET PRSUs × AVERAGE FINANCIAL GOAL MULTIPLIER × RELATIVE TSR MODIFIER

    EARNED FISCAL 2023 PRSUs = TARGET PRSUs × AVERAGE FINANCIAL GOAL MULTIPLIER × RELATIVE TSR MODIFIER

  72. Average Financial Goal Multiplier

    performance over the long term, as it provides effective performance goals for our named executive officers while making the final value of the fiscal 2023 PRSU grants earned contingent in part on the Average Financial Goal Multiplier over a three-year period. Operating cash flow and EPS can range from a threshold of 80% of target to a maximum of 125% of target. EPS is weighted on a 2-to-1 basis compared to operating cash flow in calculating the outcome under the Financial Goal Multiplier. Operating cash flow and EPS below the threshold levels set forth below results in a Financial Goal Multiplier of 0%. Operating cash flow and EPS at or above the maximum levels set forth below results in a Financial Goal Multiplier of 167%.

  73. 2023 Financial Results

    For fiscal 2023, the funding percentages for each of the financial performance goals was: 0% for performance below threshold (80% of target); 25% for performance at threshold (80% of target); increased by 3.75% for each percentage increase in performance between threshold and target (between 80% and 100% of target); 100% for performance at target; increased by 2.68% for each percentage increase in performance between target and maximum (between 100% and 125% of target); and 167% for performance at or above maximum (125% of target). For the fiscal 2023 PRSUs, operating cash flow is Cisco’s GAAP operating cash flow. EPS was calculated from Cisco’s GAAP diluted EPS excluding all of the items excluded from the calculation of operating income for purposes of the EIP as well as gains and losses on equity investments, while taking into account the related income tax effects and the effects of certain tax matters. The effect of planned share repurchases is included in the EPS calculation. The design of the PRSUs balances the effect, and limits any extraordinary impact, of EPS because it is averaged over a three-year period and is only one of three metrics.

  74. Relative TSR Modifier

    Relative TSR Modifier Following the completion of the three-year performance period, the Relative TSR Modifier is determined and certified by the Compensation Committee by comparing Cisco’s TSR at the end of the three-year performance period to the TSR of a pre-established group of comparator companies. In the case of the fiscal 2023 PRSU grants, the performance metric is Cisco’s TSR relative to the companies comprising the S&P 500 Index over a three-year period covering fiscal years 2023 through 2025. The Relative TSR Modifier is calculated as follows:

  75. Relative TSR Modifier

    | Relative TSR | Relative TSR Modifier(1) | | 75th Percentile or Above | 120% | | 50th Percentile | 100% | | 25th Percentile or Below | 80% |

  76. Relative TSR Modifier

    (1) To the extent Cisco’s relative TSR falls between two discrete points in the table above, linear interpolation shall be used to determine the Relative TSR Modifier.

  77. Average Transformational Financial Goal Multiplier

    Average Transformational Financial Goal Multiplier The Average Transformational Financial Goal Multiplier is based on the average of Cisco’s product ARR over a three-year period as measured against annual performance goals that are set by the Compensation Committee at the beginning of each of fiscal 2023, 2024, and 2025. Following the completion of each fiscal year, the Compensation Committee will certify the transformational financial goal multiplier that was earned for such year and following the completion of fiscal 2025, the Compensation Committee will determine the Average Transformational Financial Goal Multiplier for the three-year period. Product ARR can range from a threshold of 90% of target to a maximum of 115% of target. Product ARR below the threshold level set forth below results in a Transformational Financial Goal Multiplier of 0%. Product ARR at or above the maximum level set forth below results in a Financial Goal Multiplier of 200%.

  78. 2023 Product ARR Goals and Results

    The Company’s performance relative to the above goals resulted in a Transformational Financial Goal Multiplier for fiscal 2023 of 91%, reflecting achievement below target levels. This multiplier will be included as part of the three-year average for the transformational PRSUs. Product ARR for purposes of determining the fiscal 2023 Transformational Financial Goal Multiplier was calculated from Cisco’s product ARR excluding the effects of business combinations and divestitures subject to pre-established criteria and thresholds. For fiscal 2023, the Transformational Financial Goal Multiplier goal was: 0% for product ARR performance below threshold (90% of target); 50% for product ARR performance at threshold (90% of target); increased by 5% for each percentage increase in product ARR performance between threshold and target (between 90% and 100% of target); 100% for product ARR performance at target; increased by 6.67% for each percentage increase in product ARR performance between target and maximum (between 100% and 115% of target); and 200% for product ARR performance at or above maximum (115% of target).

  79. Earned Fiscal 2021 Awards (Fiscal 2021 – 2023)

    Earned Fiscal 2021 Awards (Fiscal 2021 – 2023) The table below summarizes the Financial Goal Multipliers for fiscal 2021, 2022, and 2023, the Average Financial Goal Multiplier, and the Relative TSR Multiplier for the PRSUs granted during fiscal 2021 and the percentage of PRSUs earned. (1) Earned PRSUs = Target PRSUs x ((50% x Average Financial Goal Multiplier) + (50% x Relative TSR Multiplier)). Based on the multipliers as set forth in the table above, the fiscal 2021 PRSUs (for which the three-year performance cycle has been completed) were earned as follows reflecting our commitment to pay for performance:

  80. Other Earned Awards to Mr. Herren

    (1) The earned PRSUs remained subject to the Compensation Committee’s discretion to further review and reduce the number of earned PRSUs until they settle on November 10, 2023. During fiscal 2021, Mr. Herren also was granted pro-rata fiscal 2021 PRSUs, which were subject to Cisco’s achievement of relative TSR goals over the 2.5-year period from the beginning of Cisco’s third quarter of fiscal 2021 through the end of fiscal 2023 and Cisco’s achievement of fiscal 2022 and fiscal 2023 operating cash flow and EPS goals. The design of these pro-rata fiscal 2021 PRSUs was consistent with the fiscal 2021 equity awards to Cisco’s other named executive officers described above. The table below summarizes the applicable Financial Goal Multipliers, Average Financial Goal Multiplier, and Relative TSR Multiplier (based on Cisco’s TSR at the end of the 2.5 year performance period at the 52nd percentile relative to the component companies of the S&P 500 Index) for Mr. Herren’s pro-rata fiscal 2021 PRSUs and the percentage earned. Based on the multipliers as set forth in the table above, the pro-rata fiscal 2021 PRSU grant was earned as follows:

  81. Vesting of RSUs and PRSUs

    Vesting of RSUs and PRSUs Consistent with typical practices among competitors for key talent in the technology sector and responsive to recruiting and retention considerations in this market, 34% of the time-based RSUs granted during fiscal 2023 will generally vest subject to a one-year cliff and then vest 8.25% in each successive quarter thereafter over the remainder of the three-year vesting period. Subject to continued employment and the Compensation Committee’s discretion to further review and reduce the number of earned PRSUs until the settlement date, any earned PRSUs will be settled following the completion of the performance period and final certification of the Compensation Committee. All outstanding unvested equity awards under the 2005 Stock Incentive Plan will vest in full (at target levels for PRSUs), and, if applicable, become immediately exercisable in the event of the named executive officer’s death, terminal illness, or if Cisco is acquired by merger or asset sale, unless the award or related agreement is assumed or replaced by the acquiring entity.

  82. Retirement

    Retirement In the event of the retirement of a named executive officer, and to the extent the named executive officer meets certain retirement eligibility criteria described in the award agreement and complies with certain post-retirement assistance requirements and covenants, all PRSUs, except for the transformational PRSUs, will continue to vest and any earned PRSUs, based on the satisfaction of the performance metrics, will be settled in Cisco shares at the end of the applicable three-year performance period. At the end of fiscal 2023, Mr. Robbins, Ms. Martinez, and Mr. Sharritts were eligible for retirement vesting. See the “Compensation Committee Matters – Fiscal 2023 Compensation Tables – Grants of Plan-Based Awards – Fiscal 2023” table for additional information regarding these equity grants to the named executive officers and the “Potential Payments upon Termination or Change in Control” section for additional information regarding these grants to the named executive officers and all other outstanding equity awards previously granted to the named executive officers.

  83. Deferred Compensation Plan

    Deferred Compensation Plan The Deferred Compensation Plan is available to all U.S. employees with the title of director or above, including the named executive officers. The Deferred Compensation Plan provides an opportunity for individual retirement savings on a tax- and cost-effective basis on compensation above the Internal Revenue Code of 1986, as amended (the “Code”), limits under the Cisco Systems, Inc. 401(k) Plan (the “401(k) Plan”). Cisco does not sponsor a supplemental executive retirement plan or a defined benefit pension plan. Cisco matches deferrals at the same percentage as matched under the 401(k) Plan. Those matching contributions are described in footnote 2 to the “Compensation Committee Matters – Fiscal 2023 Compensation Tables – Nonqualified Deferred Compensation – Fiscal 2023” table below. Fiscal 2024 Compensation Approach ■ Base Salaries – Based on performance, the relevant market data, and input from Exequity regarding competitive pay, the annual base salaries will increase from $875,000 to $896,875 for Mr. Herren and Ms. Martinez, from $800,000 to $820,000 for Mr. Sharritts, and from $715,000 to $732,875 for Ms. Stahlkopf, effective November 1, 2023. The annual base salary of Mr. Robbins for fiscal 2024 was not increased and has not increased since the beginning of fiscal 2020. ■ Variable Cash Incentive Awards – Awards under the EIP for the named executive officers are based on a prevalent additive formula in which 90% of the bonus is based on the risk and reward of Cisco’s financial performance while 10% is based on an ESG factor (reduced from 20% in fiscal 2023), which will be scored based on the executive leadership team’s joint execution with respect to certain environmental and social goals. The individual target awards remain at competitive levels of 260% of base salary for Mr. Robbins and 160% of base salary for the other named executive officers. ■ Long-Term, Equity-Based Incentive Awards – In the interest of maintaining Cisco’s intended competitive positioning among the peers, and of continuing the consistency of the overall incentive program design and operation, in September 2023, the Compensation Committee granted the following equity awards to the continuing named executive officers below (60% PRSUs/40% RSUs for the CEO and 50% PRSUs/50% RSUs for the other continuing named executive officers) and the PRSUs were granted using a three-year performance period and the same performance metrics that were used in fiscal 2023. The relative TSR performance goal for the fiscal 2024 PRSUs will modify the financial performance goal multiplier higher or lower by no more than 20% similar to the Relative TSR Modifier described above with respect to the fiscal 2023 PRSUs.

  84. Deferred Compensation Plan

    | Named Executive Officer | Performance-Based Restricted Stock Units | Time-Based Restricted Stock Units | | Charles H. Robbins | 290,795 | 208,474 | | R. Scott Herren | 122,037 | 131,234 | | Maria Martinez | 113,320 | 121,860 | | Jeff Sharritts | 87,169 | 93,739 | | Dev Stahlkopf | 74,094 | 79,678 |

  85. Peer Group

    Peer Group The Compensation Committee approved a peer group in April 2022, which was used to establish compensation targets and guide decisions through March 2023. Exequity subsequently prepared a peer group study, and based on the below objective selection criteria, an updated peer group, which includes Adobe, was approved in March 2023. As an additional point of reference, the Compensation Committee may also decide to use data accumulated by management regarding compensation practices of companies where Cisco regularly competes for talent.

  86. How the Peer Group was Selected

    How the Peer Group was Selected The members of the Peer Group are generally based on the following objective criteria, recommended by Exequity: ■ Major information technology companies with related Global Industry Classification Standard (GICS) codes 4510, 4520, 4530, and 5020; ■ A three-year rolling average market capitalization greater than $30 billion (based on the trailing 12-quarter average); and ■ Revenues greater than $10 billion (based on the trailing four-quarter averages).

  87. Peer Group Members(1)

    Peer Group Members(1)

  88. Peer Group Members(1)

    | Accenture plc (ACN) | HP Inc. (HPQ) | Qualcomm Incorporated (QCOM) | | Adobe Inc. (ADBE) | Intel Corporation (INTC) | salesforce.com, inc. (CRM) | | Alphabet Inc. (GOOG) | International Business Machines Corporation (IBM) | Visa Inc. (V) | | Apple Inc. (AAPL) | Meta Platforms, Inc. (META) | VMware, Inc. (VMW) | | Broadcom Inc. (AVGO) | Microsoft Corporation (MSFT) | | | Dell Technologies Inc. (DELL) | Oracle Corporation (ORCL) | |

  89. Peer Group Members(1)

    (1) Upon the recommendation of Exequity and effective in March 2023, Adobe was added to the Peer Group because it meets the objective criteria and is a competitor for talent.

  90. Peer Group Members(1)

    | Cisco 2023 Proxy Statement | 59 |

  91. How We Use the Peer Group

    How We Use the Peer Group The positions of Cisco’s named executive officers were compared to their counterpart positions in the Peer Group, and the compensation levels for comparable positions in the Peer Group were examined for guidance in determining: ■ base salaries; ■ variable cash incentive awards; and ■ the amount and mix of long-term, equity-based incentive awards. The Compensation Committee establishes base salaries, variable cash incentive awards, and long-term, equity-based incentive awards on a case-by-case basis for each named executive officer taking into account, among other things, company and individual performance, role expertise, experience, and the competitive market, advancement potential, recruiting needs, internal equity, retention requirements, unrealized equity gains, succession planning, and best compensation governance practices. The Compensation Committee does not tie individual compensation to specific target percentiles.

  92. How the Compensation Committee Makes Decisions and Policies

    | Name and Principal Position(1) | Fiscal Year(1) | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Charles H. Robbins Chair and Chief Executive Officer | 2023 | $1,390,000 | — | $24,108,979 | $6,266,676 | $78,053 | $31,843,708 | | | 2022 | $1,390,000 | — | $24,866,549 | $2,941,796 | $85,591 | $29,283,936 | | | 2021 | $1,416,731 | — | $19,415,798 | $4,495,816 | $118,350 | $25,446,695 | | R. Scott Herren Executive Vice President and Chief Financial Officer | 2023 | $869,231 | — | $14,201,856 | $2,411,505 | $66,417 | $17,549,009 | | | 2022 | $838,461 | — | $12,457,042 | $1,091,792 | $220,984 | $14,608,279 | | | 2021 | $495,385 | $8,000,000(6) | $10,309,617 | $962,187 | $101,526 | $19,868,715 | | Maria Martinez Executive Vice President and Chief Operating Officer | 2023 | $869,231 | — | $11,805,348 | $2,411,505 | $13,941 | $15,100,025 | | | 2022 | $838,461 | — | $10,600,066 | $1,091,792 | $17,163 | $12,547,482 | | | 2021 | $761,539 | — | $9,547,611 | $1,486,630 | $22,951 | $11,818,731 | | Jeff Sharritts Executive Vice President and Chief Customer and Partner Officer | 2023 | $800,000 | — | $8,379,189 | $2,219,520 | $15,525 | $11,414,234 | | | 2022 | $625,481 | — | $5,932,440 | $657,653 | $29,639 | $7,245,213 | | Dev Stahlkopf Executive Vice President, Chief Legal Officer and Chief Compliance Officer | 2023 | $705,769 | — | $7,564,618 | $1,957,945 | $15,525 | $10,243,857 | | | 2022 | $675,000 | $2,200,000(7) | $9,506,363 | $876,698 | $19,685 | $13,277,746 |

  93. Pay Versus Performance

    Pay Versus Performance The following table and footnotes set forth the “total compensation” earned by our CEO (referred to in the tables below and related information as our principal executive officer (“PEO”)) and the average “total compensation” earned by our named executive officers other than our CEO (“Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as the “Compensation Actually Paid,” as calculated pursuant to Item 402(v) of Regulation S-K, and certain performance measures required by the rules.

  94. Pay Versus Performance

    | Fiscal Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(1)(2)(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) (e) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ millions) (h) | EPS(5) ($) (i) | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | | | | 2023 | $31,843,708 | $74,562,431 | $13,576,781 | $28,288,977 | $123.09 | $176.00 | $12,613 | $3.80 | | 2022 | $29,283,936 | $6,127,283 | $12,122,712 | $5,217,104 | $103.83 | $138.92 | $11,812 | $3.34 | | 2021 | $25,446,695 | $32,079,813 | $10,298,861 | $12,708,231 | $123.13 | $147.03 | $10,591 | $3.21 |

  95. Pay Versus Performance

    (1) Mr. Robbins was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.

  96. Pay Versus Performance

    | 2021 | 2022 | 2023 | | R. Scott Herren | R. Scott Herren | R. Scott Herren | | Gerri Elliott | Maria Martinez | Maria Martinez | | Maria Martinez | Jeff Sharritts | Jeff Sharritts | | Kelly A. Kramer | Dev Stahlkopf | Dev Stahlkopf | | Irving Tan | Gerri Elliott | | | Mark Chandler | | |

  97. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers, including with respect to equity awards, which remain subject to forfeiture if the vesting conditions are not satisfied. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for our PEO and our Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

  98. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | $31,843,708 | $(24,108,979) | $66,827,702 | $74,562,431 | | 2022 | $29,283,936 | $(24,866,549) | $1,709,896 | $6,127,283 | | 2021 | $25,446,695 | $(19,415,798) | $26,048,916 | $32,079,813 |

  99. Pay Versus Performance

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | $13,576,781 | $(10,487,753) | $25,199,949 | $28,288,977 | | 2022 | $12,122,712 | $(9,942,041) | $3,036,433 | $5,217,104 | | 2021 | $10,298,861 | $(7,342,152) | $9,751,522 | $12,708,231 |

  100. Pay Versus Performance

    | Cisco 2023 Proxy Statement | 75 |

  101. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived as set forth in the following tables:

  102. Pay Versus Performance

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2023 | $57,762,830 | $8,727,749 | $— | $337,123 | $— | $66,827,702 | | 2022 | $16,875,440 | $(15,886,837) | $— | $721,293 | $— | $1,709,896 | | 2021 | $28,198,290 | $2,222,353 | $— | $(4,371,727) | $— | $26,048,916 |

  103. Pay Versus Performance

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | $22,072,806 | $2,932,186 | $— | $194,957 | $— | $25,199,949 | | 2022 | $7,230,448 | $(4,318,030) | $— | $124,015 | $— | $3,036,433 | | 2021 | $10,562,991 | $745,146 | $— | $(1,225,433) | $(331,182) | $9,751,522 |

  104. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the 2023 fiscal year. The comparison assumes $100 was invested for the period from July 25, 2020 through the end of our listed fiscal year and of the S&P 500 Information Technology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined EPS to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2023 and therefore selected this measure as the fiscal 2023 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. More information on EPS, including an explanation of the determination of EPS pursuant to the fiscal 2023 PRSUs and pursuant to the Compensation Committee’s exercise of negative discretion, can be found in the CD&A above. This performance measure may not have been the most important financial performance measure for years 2021 and 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Cisco’s Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.

  105. Pay Versus Performance

    | Cisco 2023 Proxy Statement | 77 |

  106. Pay Versus Performance

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EPS The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and EPS, our “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K, during the three most recently completed fiscal years. Relationship Between Cisco’s Cumulative TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P 500 Information Technology Index over the same period. Financial Performance Measures As described in greater detail in the CD&A above, our executive compensation program reflects Cisco’s pay-for-performance compensation philosophy. The following table presents the financial performance measures, each as further described in the CD&A above, that we consider to have been the most important in linking Compensation Actually Paid to our PEO and other named executive officers for fiscal 2023 to our performance.

  107. Pay Versus Performance

    | Revenue Operating Income Operating Cash Flow EPS Relative TSR Product ARR |

  108. Pay Versus Performance

    | Cisco 2023 Proxy Statement | 79 |

  109. Pay Versus Performance

    Ownership of Securities The following table sets forth information known to Cisco with respect to beneficial ownership of Cisco common stock as of September 1, 2023, after giving effect to the appointment of Daniel H. Schulman as a director on October 10, 2023 and as adjusted to reflect subsequent grants of deferred stock units and accruals of dividend equivalents, for (i) each director and nominee, (ii) each holder of 5.0% or greater of Cisco common stock, (iii) Cisco’s CEO, CFO, and the other named executive officers listed in the “Summary Compensation Table” section, and (iv) all executive officers and directors as a group. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to Cisco’s knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned. The number of shares beneficially owned by each person or group as of September 1, 2023 includes shares of common stock that such person or group had the right to acquire on or within 60 days after September 1, 2023, including, but not limited to, upon the exercise of options or the vesting of RSUs. References to RSUs in the footnotes of the table below include only RSUs outstanding as of September 1, 2023 that would vest or could settle on or within 60 days after September 1, 2023. References to accrued dividend equivalents on fully vested deferred RSUs in the footnotes of the table below also include dividend equivalents that will accrue on or within 60 days after September 1, 2023. Since these future dividend equivalents amounts are not currently determinable, they have been estimated using the closing price of Cisco common stock on September 1, 2023 of $57.84. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 4,054,857,783 shares of common stock outstanding on September 1, 2023 plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after September 1, 2023.

  110. Pay Versus Performance

    | Name | Number of Shares Beneficially Owned | Percent Owned | | The Vanguard Group(1) | 380,520,233 | 9.4% | | BlackRock, Inc.(2) | 343,386,618 | 8.5% | | M. Michele Burns(3) | 79,558 | * | | Wesley G. Bush(4) | 42,959 | * | | Michael D. Capellas | 160,595 | * | | Mark Garrett(5) | 28,535 | * | | John D. Harris II | 15,542 | * | | R. Scott Herren(6) | 1,503 | * | | Dr. Kristina M. Johnson(7) | 66,522 | * | | Maria Martinez(8) | 145,998 | * | | Roderick C. McGeary(9) | 103,992 | * | | Sarah Rae Murphy(10) | 6,533 | * | | Charles H. Robbins(11) | 587 | * | | Daniel H. Schulman(12) | 718 | * | | Jeff Sharritts(13) | 11,339 | * | | Dev Stahlkopf(14) | 4,222 | * | | Dr. Lisa T. Su(15) | 33,354 | * | | Marianna Tessel(16) | 18,916 | * | | All executive officers, directors and nominees as a group (16 Persons)(17) | 720,873 | * |

  111. Pay Versus Performance

    * Less than one percent. (1) Based on information set forth in a Schedule 13G filed with the SEC on February 9, 2023 by The Vanguard Group and certain related entities. The Vanguard Group reported that it has sole voting power with respect to 0 shares of common stock, sole dispositive power with respect to 363,070,808 shares of common stock, shared voting power with respect to 5,748,486 shares of common stock, and shared dispositive power with respect to 17,449,425 shares of common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (2) Based on information set forth in a Schedule 13G filed with the SEC on February 3, 2023 by BlackRock, Inc. and certain related entities. BlackRock, Inc. reported that it has sole voting power with respect to 310,683,730 shares of common stock and sole dispositive power with respect to all shares beneficially owned. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. (3) Includes 6,904 shares subject to fully vested deferred stock units. (4) Represents 10,000 shares held by a trust, 30,404 shares subject to fully vested deferred stock units and 2,555 accrued dividend equivalents on such fully vested deferred restricted stock units. (5) Represents 27,636 held by a trust and 899 shares held by family limited partnerships. (6) Excludes 25,832 shares subject to fully vested deferred stock units and 1,832 accrued dividend equivalents on such fully vested deferred restricted stock units that will not settle on or within 60 days after September 1, 2023. (7) Includes 41,906 shares subject to fully vested deferred stock units and 7,000 accrued dividend equivalents on such fully vested deferred restricted stock units. (8) Includes 1,276 shares held by a trust. (9) Includes 49,460 shares subject to fully vested deferred stock units. (10) Represents 6,533 shares held by a trust. (11) Excludes 243,000 shares subject to fully vested deferred stock units and 32,350 accrued dividend equivalents on such fully vested deferred restricted stock units that will not settle on or within 60 days after September 1, 2023. (12) Represents 714 shares subject to fully vested deferred stock units and 4 accrued dividend equivalents on such fully vested deferred restricted stock units. (13) Includes 4,236 shares subject to RSUs and 175 dividend equivalents accrued on certain RSUs. (14) Represents 3,971 shares subject to RSUs and 251 dividend equivalents accrued on certain RSUs. (15) Represents 6,000 shares held by spouse, 25,477 shares subject to fully vested deferred stock units and 1,877 accrued dividend equivalents on such fully vested deferred restricted stock units. (16) Represents 17,950 shares subject to fully vested deferred stock units and 966 accrued dividend equivalents on such fully vested deferred restricted stock units. (17) Includes 172,815 shares subject to fully vested deferred stock units, 12,402 accrued dividend equivalents on fully vested deferred restricted stock units, 8,207 shares subject to RSUs and 426 dividend equivalents accrued on certain RSUs.

  112. Pay Versus Performance

    | Cisco 2023 Proxy Statement | 81 |

  113. Pay Versus Performance

    | Audit Committee Matters |

  114. Pay Versus Performance

    Proposal No. 5 – Ratification of Independent Registered Public Accounting Firm Cisco is asking the stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as Cisco’s independent registered public accounting firm for the fiscal year ending July 27, 2024. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in Cisco’s and its stockholders’ best interests. The Audit Committee is directly responsible for the appointment, determination of the compensation for, retention and oversight of the work of the independent registered public accounting firm retained to audit Cisco’s consolidated financial statements. The Audit Committee has appointed PwC as Cisco’s independent registered public accounting firm for fiscal 2024 and is responsible for pre-approving all audit and permissible non-audit services to be provided by PwC. PwC has audited Cisco’s consolidated financial statements annually since fiscal 1988. In order to ensure continuing auditor independence, the Audit Committee considers non-audit fees and services when assessing auditor independence and periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the committee chair and other members of the Audit Committee are directly involved in the selection of PwC’s new lead engagement partner, including the most recent selection of PwC’s lead engagement partner for the period of service beginning with fiscal 2024. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as Cisco’s independent registered public accounting firm is in the best interests of Cisco and its stockholders. Representatives of PwC are expected to be present at the annual meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions. Principal Accountant Fees and Services The following is a summary of the fees billed to Cisco by PwC for professional services rendered for the fiscal years ended July 29, 2023 and July 30, 2022:

  115. Pay Versus Performance

    | Fee Category | Fiscal 2023 Fees | Fiscal 2022 Fees | | Audit Fees | $23,864,000 | $22,883,000 | | Audit-Related Fees | 2,599,000 | 866,000 | | Tax Fees | 3,486,000 | 2,957,000 | | All Other Fees | 20,000 | 18,000 | | Total Fees | $29,969,000 | $26,724,000 |

  116. Pay Versus Performance

    Audit Fees Consists of fees billed for professional services rendered for the integrated audit of Cisco’s consolidated financial statements and of its internal control over financial reporting, for review of the interim consolidated financial statements included in quarterly reports and for services that are normally provided by PwC, in its role as Cisco’s principal accountant, in connection with statutory and regulatory filings or engagements. Audit-Related Fees Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Cisco’s consolidated financial statements and are not reported under “Audit Fees”. These services include independent assessments for service organization control reports, employee benefit plan audits, accounting consultations in connection with transactions, merger and acquisition due diligence, attest services that may or may not be required by statute or regulation, and consultations concerning new financial accounting and reporting standards. Tax Fees Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, assistance with tax reporting requirements and audit compliance, assistance with customs and duties compliance, value-added tax compliance, mergers and acquisitions tax compliance, and tax advice on international, federal and state tax matters. None of these services were provided under contingent fee arrangements. Tax compliance fees were $3,486,000 and $2,957,000 in fiscal 2023 and fiscal 2022, respectively. All Other Fees Consists of fees for professional services other than the services reported above, including permissible business process advisory and consulting services, fees for software licenses, and the translation of filings. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. Vote Required The ratification of the appointment of PwC to serve as Cisco’s independent registered public accounting firm for fiscal 2024 requires the affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter). The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of PwC to serve as Cisco’s independent registered public accounting firm for the fiscal year ending July 27, 2024.

  117. Pay Versus Performance

    | Cisco 2023 Proxy Statement | 83 |

  118. Pay Versus Performance

    Audit Committee Report The information contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that Cisco specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Audit Committee has reviewed and discussed with Cisco’s management and PricewaterhouseCoopers LLP the audited consolidated financial statements of Cisco contained in Cisco’s Annual Report on Form 10-K for the 2023 fiscal year. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from Cisco. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Cisco’s Annual Report on Form 10-K for its 2023 fiscal year for filing with the SEC. Submitted by the Audit Committee

  119. Pay Versus Performance

    | | Mark Garrett (Chair) | | M. Michele Burns | | John D. Harris II | | Roderick C. McGeary | | Sarah Rae Murphy |

  120. Pay Versus Performance

    Certain Relationships and Transactions with Related Persons Cisco’s Board has adopted a written related person transactions policy. The Audit Committee (or other committee designated by the Nomination and Governance Committee) reviews transactions that may be “related-person transactions,” which are transactions between Cisco and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of the policy, a related person is a director, executive officer, nominee for director, or a greater than 5% beneficial owner of Cisco’s common stock, in each case since the beginning of the last fiscal year, and their immediate family members. This policy provides that, barring special facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions: ■ employment-related compensation to executive officers that is determined by the Compensation Committee; ■ compensation to non-employee directors that is reported in Cisco’s proxy statement; ■ transactions with another company at which: □ the related person’s only relationship is as a beneficial owner of less than 10% of that company’s shares or as a limited partner holding interests of less than 10% in such partnership; □ the related person is an employee (other than an executive officer) and/or a director, if the aggregate amount involved in a Cisco fiscal year does not exceed the greater of $1 million or 2% of that company’s total annual revenues; or □ the related person is the beneficial owner of less than a majority interest in that company (if the related person is solely related to Cisco because of its beneficial ownership of greater than 5% of Cisco’s common stock); ■ charitable contributions, grants or endowments to the Cisco Foundation or by Cisco or the Cisco Foundation to a charitable organization, foundation, or university at which the related person’s only relationship is as an employee (or at which the related person is a trustee, director or executive officer if the aggregate amount involved in a Cisco fiscal year does not exceed $300,000), or any non-discretionary matching contribution, grant, or endowment made pursuant to a matching gift program; ■ transactions where the related person’s interest arises solely from the ownership of publicly traded securities issued by Cisco and all holders of such securities receive proportional benefits; ■ transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; ■ transactions where the rates or charges involved are determined by competitive bids; ■ transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; ■ ordinary course business travel and expenses, advances and reimbursements; and ■ payments made pursuant to (i) directors and officers insurance policies, (ii) Cisco’s certificate of incorporation or bylaws, and/or (iii) any policy, agreement or instrument previously approved by Cisco’s Board, such as indemnification agreements. When transactions involving related persons do not fall into one of the above categories, they are reviewed by Cisco’s disclosure committee. The disclosure committee determines whether a related person could have a significant interest in such a transaction, and any such transaction is referred to the Audit Committee (or other designated committee). Transactions may also be identified through Cisco’s COBC or other policies and procedures and reported to the Audit Committee (or other designated committee). That committee reviews the material facts of all related-person transactions and either approves, ratifies, rescinds, or takes other appropriate action (in its discretion) with respect to the transaction. There are no related person transactions to report.

  121. Pay Versus Performance

    | Cisco 2023 Proxy Statement | 85 |

  122. Pay Versus Performance

    | Stockholder Proposal |

  123. Pay Versus Performance

    Proposal No. 6 – Stockholder Proposal Fondo Etica Azionario fund (Etica Sgr S.p.A.), as lead filer, and other co-filers have notified us that the lead filer or a designee intend to present the following proposal at the meeting: