Sector: Information Technology
CISCO SYSTEMS INC · Meeting: December 16, 2025
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Harris currently serves on three other public company boards (Exxon Mobil, Flex Ltd., and Kyndryl Holdings) in addition to his Cisco seat, bringing his total to four public company board seats, which meets the overboarding threshold of four or more seats under our voting policy and raises concerns about his ability to devote sufficient time and attention to each board.
For Analysis
Long-tenured Lead Independent Director with strong technology and executive leadership credentials; CSCO's 3-year TSR of +157% outperforms the peer group median by +53.7pp, well below the 65pp threshold needed to trigger a No vote under the strong-positive TSR tier, and no overboarding or attendance issues were identified.
Former CFO of Adobe with deep finance and technology expertise; serves on two other public company boards (GoDaddy and Snowflake), within the four-board limit; TSR trigger does not apply given strong company outperformance versus peers.
Experienced director with engineering and academic leadership background; serves on two other public company boards (DuPont and Minerals Technologies), within acceptable limits; no TSR, attendance, or qualification concerns identified.
Joined the board in 2022 and brings broad operational and financial expertise from United Airlines; holds no other public company board seats and the TSR trigger does not apply given strong company outperformance versus peers.
CEO and Chair with deep company knowledge; holds one outside public board seat (BlackRock), which is within the one-seat limit for sitting CEOs; CSCO's strong TSR performance versus peers does not trigger a director-level No vote.
Joined the board in 2023 and brings extensive digital transformation and financial services leadership experience; serves on two other public company boards (Lazard and Verizon), but as a newly appointed CEO of Verizon (October 2025), his outside board count warrants monitoring — currently he holds the Cisco seat plus Lazard as an outside board member while serving as Verizon CEO, which equals two outside seats, meeting but not exceeding the two-seat limit for sitting CEOs; no trigger fires at this time.
Brings deep enterprise software and technology expertise from Intuit; holds no other public company board seats and no policy triggers apply.
Appointed to the board in May 2025 and is exempt from the TSR trigger under our policy's 24-month new director exemption; brings highly relevant AI and product expertise from OpenAI that is well-suited to Cisco's strategic direction.
The nine-nominee slate is generally strong, with CSCO's 3-year TSR of +157% outperforming the company-disclosed peer group median by +53.7pp — well below the 65pp underperformance threshold required to trigger a No vote under the strong-positive absolute TSR tier. A FOR vote is warranted for eight nominees. One exception: John D. Harris II currently holds seats on three other public company boards (Exxon Mobil, Flex Ltd., and Kyndryl Holdings) in addition to Cisco, reaching the four-board overboarding threshold under our policy, warranting an AGAINST vote. Daniel Schulman's new CEO role at Verizon will require monitoring at next year's annual meeting to confirm his outside board count remains within policy limits.
CEO
Charles H. Robbins
Total Comp
$39,202,654
Prior Support
77%%
CEO total compensation of approximately $39.2 million is positioned at the peer group median per the proxy's own disclosure, and the pay mix is heavily performance-weighted — approximately 62% of the CEO's target annual total compensation is variable and performance-based, satisfying the 50-60% minimum threshold under our policy. The incentive structure is sound: performance stock awards use a rigorous three-year operating income goal with a relative TSR modifier benchmarked against the S&P 500, the 2023-2025 performance stock award plan paid out at 138% of target reflecting genuine above-target financial and TSR results, and annual cash bonuses are tied to pre-established revenue and profit-before-taxes goals that resulted in a 1.44x company performance factor. Prior year Say on Pay support was approximately 77%, above the 70% threshold, and the company made meaningful program improvements in response to prior shareholder feedback including the shift to multi-year performance goals and the introduction of a TSR cap for negative absolute returns.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$30,570,000
Non-Audit Fees
$6,387,000
Non-audit fees (audit-related fees of $3,072,000 plus tax fees of $3,308,000 plus other fees of $7,000, totaling approximately $6,387,000) represent about 20.9% of audit fees ($30,570,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Cisco's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, though this absence of disclosure is noted as a minor negative factor.
1 proposal submitted by shareholders
Proposal 5
The National Center for Public Policy Research (NCPPR) is a well-known conservative political advocacy organization whose proposals are designed to advance ideological goals rather than serve the financial interests of shareholders — it falls squarely in the 'ideological filer — conservative' category under our voting policy, which requires a vote AGAINST regardless of how the proposal is framed. While the proposal is dressed up as a request for a financial risk-and-return assessment, the supporting statement's citations to conservative media outlets, the 1792 Exchange's 'Corporate Bias Ratings,' and criticism of Cisco's Human Rights Campaign score make clear that the primary motivation is political rather than fiduciary. Under our symmetry rule, ideological motivation from either direction disqualifies a proposal, and this proposal fails that test.
8-K filed December 17, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Sarah Rae Murphy | 99.7% | 2.9B | 8.2M | ✓ Elected |
| Kevin Weil | 99.7% | 2.9B | 9.8M | ✓ Elected |
| Marianna Tessel | 99.3% | 2.9B | 20.8M | ✓ Elected |
| John D. Harris II | 99.3% | 2.9B | 21.0M | ✓ Elected |
| Mark Garrett | 97.6% | 2.8B | 70.3M | ✓ Elected |
| Dr. Kristina M. Johnson | 97.0% | 2.8B | 86.3M | ✓ Elected |
| Michael D. Capellas | 92.0% | 2.7B | 230.0M | ✓ Elected |
| Charles H. Robbins | 90.9% | 2.6B | 262.3M | ✓ Elected |
| Daniel H. Schulman | 90.6% | 2.6B | 268.5M | ✓ Elected |
Say on Pay
For 2.6B · Against 314.6M · Abstain 34.0M
Auditor Ratification
For 3.0B · Against 285.5M · Abstain 5.1M
Other Proposals
Proposal 2
To approve the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan
Proposal 5
A stockholder proposal to request the Board to conduct an evaluation and issue a report assessing how Cisco's inclusion programs provide positive financial value to stockholders
Cisco's 2025 annual meeting ballot is largely uncontroversial: the company's strong stock performance versus its disclosed peer group (3-year TSR of +157%, outperforming the peer median by +53.7pp) means the TSR trigger does not fire for any long-tenured directors, the auditor fee ratio is well within acceptable bounds, and the CEO pay program is soundly structured with a meaningful performance orientation and peer-median pay level. The primary exceptions are an AGAINST vote on director John D. Harris II due to overboarding (four total public company board seats) and an AGAINST vote on the NCPPR's ideological stockholder proposal regarding DEI programs, which fails our symmetry test for ideological filers regardless of how it is framed.
10 companies disclosed in 2025 proxy filing
