Cisco Systems proxy statement for December 15, 2026 annual meeting; includes board elections, say-on-pay vote, and auditor ratification
Cisco Systems has filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders scheduled for December 15, 2026 at 8:00 a.m. Pacific Time via virtual attendance. Stockholders of record as of October 16, 2026 will vote on election of ten director nominees, a non-binding advisory resolution to approve executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2027. Two stockholder proposals are also presented for voting—one requesting a report on cha...
Key takeaways
Meeting: Virtual annual meeting scheduled for December 15, 2026 at 8:00 a.m. PT; record date October 16, 2026
Board elections: Ten director nominees including Michael D. Capellas (Lead Independent Director), Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Sarah Rae Murphy, Girish D. Rishi, Charles H. Robbins (Chair and CEO), Peter A. Shimer, Marianna Tessel, and Kevin Weil
Say-on-pay: Non-binding advisory vote to approve executive compensation; last year received approximately 89% approval
Auditor ratification: Board recommends ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2027
Stockholder proposals: Two proposals recommended for rejection—one requesting a report on charitable support discrimination and one requesting a report on AI policies
Board composition: Six of ten independent director nominees have joined since 2021; average tenure approximately 6.8 years
Governance: No poison pill, majority voting for uncontested director elections, stockholders may call special meetings with 10% ownership
Key metrics
Disclosure changes
- Director nominations
Two new directors appointed to Board: Peter A. Shimer (April 2026) with background as former COO of Deloitte, and Girish D. Rishi (October 2026) as CEO of Cognite LLC
Board refreshment bringing new expertise in enterprise transformation, digital innovation, and AI/data - Director nominee qualifications matrix
Board published comprehensive skills matrix showing expertise areas: Leadership, Technology, Financial Experience, Global Business, Sales and Marketing, Academia, Public Company Board Experience
Provides transparency on director expertise relevant to company strategy - Executive compensation structure
CEO target total direct compensation of $36.8 million (12% increase YoY), delivered entirely in long-term equity incentives; approximately 60% in PRSUs and 40% in RSUs
No material change to compensation philosophy or structure - CEO pay ratio
CEO pay ratio of 217:1 based on CEO compensation of $48,527,813 and median employee compensation of $223,675
Disclosure of relative compensation between CEO and median employee - Stockholder engagement
Engaged with stockholders representing approximately 59% of shares outstanding at end of fiscal 2026, including 70% of top 30 stockholders
Demonstrates continued commitment to investor relations
Primary source
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