Cisco Systems Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten Board nominees: Michael D. Capellas, Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Sarah Rae Murphy, Girish D. Rishi, Charles H. Robbins, Peter A. Shimer, Marianna Tessel, and Kevin Weil.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Cisco’s named executive officers as disclosed in the CD&A, compensation tables, and related narrative.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Cisco’s named executive officers. It is the company’s annual Say on Pay vote required under Section 14A of the Exchange Act. The vote covers the compensation discussion and analysis, compensation tables, and related narrative disclosure. Cisco emphasizes that its program is designed around pay for performance, with significant compensation tied to financial results, long-term equity incentives, and stockholder value creation. For fiscal 2026, the company reported strong revenue, profit-before-tax, operating-income, and total shareholder return performance, which supported above-target incentive outcomes. The company also highlights governance safeguards including an independent compensation committee, an independent compensation consultant, incentive caps, stock ownership requirements, clawback provisions, and restrictions on hedging and pledging. Cisco states that prior Say on Pay support increased to approximately 89% and that stockholder engagement during fiscal 2026 produced broad support for the current program. The Board recommends voting FOR because it believes the compensation structure appropriately aligns executive rewards with company performance and long-term stockholder interests. Although advisory and non-binding, the vote will be considered by the Board and Compensation Committee in future compensation decisions.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 31, 2027.

4. 4

   Report on Discrimination in Charitable Support

   Shareholder — The Bahnsen Family TrustBoard: AGAINST

   Request that Cisco evaluate and report on the benefits, costs, and legal, reputational, competitive, and other risks of its charitable support, excluding proprietary and confidential information.

   More detail

   The Bahnsen Family Trust argues that Cisco’s charitable support and relationships with advocacy organizations can be perceived as taking sides on contentious issues involving gender, sexuality, diversity, and healthcare. It contends that such support may alienate employees, customers, and shareholders with differing viewpoints and expose Cisco to legal, reputational, market, and competitive risks. The proponent specifically points to Cisco’s perfect Human Rights Campaign Corporate Equality Index score and infers that Cisco may support controversial transgender-related healthcare policies. It also frames the issue as a brand-value concern, citing Cisco’s large estimated brand value and broader corporate backlash against DEI-related activism. The requested action is a report within one year, or disclosure of an existing analysis, evaluating the benefits, costs, and legal, reputational, competitive, and other relevant risks of Cisco’s charitable support. Cisco opposes the proposal, stating that its charitable programs are community-focused and intended to advance inclusion and digital access rather than partisan or sectarian objectives. The company says its donation policies prohibit discrimination, restrict lobbying and political activity, and bar support for organizations tied to religious coercion, violence, or terrorism. Cisco further argues that its Social Council, Board oversight, enterprise risk-management processes, Purpose Report, and website disclosures already provide governance and transparency on charitable giving. The Board therefore concludes that the requested report would duplicate existing processes and recommends voting AGAINST Proposal No. 4.

5. 5

   Human Rights Impact Assessment

   Shareholder — Azzad Asset Management, as lead filer, and other co-filersBoard: AGAINST

   Request that Cisco commission and oversee an independent third-party Human Rights Impact Assessment covering severe and foreseeable human-rights risks associated with high-risk customers, end users, and business relationships, and publish a summary report.

   More detail

   Azzad Asset Management, as lead filer, and its co-filers argue that Cisco’s products and commercial relationships with governments, military, intelligence, immigration, law-enforcement, and other sensitive customers may create severe and foreseeable human-rights risks. They contend that Cisco’s existing disclosures do not explain how it identifies, prevents, mitigates, or remedies impacts associated with high-risk end uses. The proponents cite reported relationships involving Israel, China, and U.S. Department of Homeland Security agencies, while acknowledging that these matters involve allegations and public concerns. They request an independent third-party Human Rights Impact Assessment covering high-risk customers, end users, and business relationships, including surveillance, military, intelligence, immigration enforcement, border security, and related applications. The requested report would summarize the assessment’s methodology, findings, and responsive actions while omitting proprietary or legally privileged information. Cisco opposes the proposal, asserting that it already conducts risk-based human-rights due diligence and impact assessments using internationally recognized standards and both internal and external expertise. The company says its assessments consider geopolitical conditions, high-risk sectors, end users, product misuse, surveillance, lawful intercept, and other product capabilities that may affect human rights. Cisco also points to its Global Human Rights Policy, UNGP alignment, Responsible AI Framework, Public Policy Committee oversight, stakeholder engagement, employee training, EthicsLine, and annual Purpose Report. The Board concludes that another mandated report would provide little incremental value because Cisco already has the requested governance and assessment processes, and recommends voting AGAINST Proposal No. 5.

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When is the Cisco Systems Inc 2026 annual meeting?

Cisco Systems Inc (CSCO) holds its 2026 annual shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the Cisco Systems Inc 2026 meeting?

The record date for the Cisco Systems Inc 2026 meeting is Friday, October 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cisco Systems Inc's 2026 meeting?

The board is presenting 10 director nominees at the Cisco Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cisco Systems Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Cisco Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.