Cisco Systems (CSCO) Proxy filing summary

Executive summary

• FY2026 revenue reached $63.3B, up 12% YoY; GAAP and non-GAAP operating margins were 24.3% and 34.8%, while GAAP and non-GAAP EPS were $3.33 and $4.33.

• Returned $12.7B through dividends and repurchases, equal to 99% of free cash flow; FY2026 stockholder outreach covered 59% of shares outstanding.

Voting matters and shareholder proposals

• Annual meeting scheduled for Dec. 15, 2026; Board recommends FOR all 10 director nominees, say-on-pay, and PwC auditor ratification for FY2027.

• Two proposals seek a charitable-support risk report and an independent human-rights impact assessment; Board recommends AGAINST both, citing existing oversight, disclosure, policies, and due diligence.

• Each proposal requires a majority of votes cast; director nominees are elected under majority voting in uncontested elections.

Board of directors and corporate governance

• Ten nominees include new directors Girish D. Rishi and Peter A. Shimer; all nominees except CEO Charles Robbins are independent, and Michael Capellas serves as Lead Independent Director.

• Board chair and CEO roles are combined; the Lead Independent Director has authority over independent-director meetings, Board evaluations, agendas, and shareholder consultation.

• Six independent nominees joined since 2021; nominees are 30% women, with average tenure of 6.8 years.

• Governance includes annual director elections, majority voting, proxy access, written-consent rights, special-meeting rights for holders of 10% of shares, and no poison pill.