Cisco : FY24 Proxy Statement

Message from our Chair and

Chief Executive Officer

Dear

Stockholders:

On behalfCiscof the

of

I would like

thank you for your investment and trust in Cisco

we focus on delivering great outcomes for custom rs, executing consistently anddriving growth.

Fiscal

2024 wasBoard

Directors,

acquisition

in our history,

introduced industry-defining innovation, and served our customers nd

mome

us year for Cisco. W

delivered solid results, closed the

partners in

ew and

exciting

ways. After

challenging start,

e

the year seeing largest

We deliv red $53.8

2

growth ended

revenue

demand and are entering f scal 20 5 with momentum and optimism.

ste dy

customer

obligafiscal

billi

revenue

024 and good

annualized recurring

through share

acquisition of Splunk. In addit on, we re urned mo

than $12

illion to stockhold boosted

our

repurchases and

ur cash dividend. I invite you to read

subscript

er

by

(ARR),

maining performance

o

(RPO), and

ion revenue,

We remain committ

engaging with our st

more a out our financial

formance in

to gain v

ble

input

our strategy,

2024 Annual Rep

rt.

ockholders representing app oximately 57% of Cis

's shares outstanding at

h

of fiscal

year.

ation, our

stockhold

rs' feedback, we ckholders

enriched

contentngaged

Guid

Based

and

governance

pra tices. In fisc

we

innovate

with

compen

su tainability,

lu 2024,

statement and other disclosures.

are pr

viding more

our proxy

by

P

rpose

Power

I lusive Future for All,

welv

have

ntinued to

to help

deliv

r on our cust mers' desired outcomes and to help s

me f the

most

pre sing issues

faced by people, society, and theplanet.

2016, we set an inspired goal

billion liv

worldwide by 2025 and, thanks to the dedication of our

nonprtofit

partners, the Cisco

posi ively impact one

Foundation®, Cisco Social Innovation Investments, Cisco Ne working Academy®, and our

,

It is

tremendous honor to lead this company and

serve as Chair of the Board. I look forward to

we

exc

eded the goal ahead of schedule, positively impacting approximately 1.1 billion

people.

visit our ESG

Hub at htt

s://www.cisco.com/go/esg-hubto learn more.

Pl

ase

Stockhold

participation in Reporting

rs and I encourage you to vote your

your

2024 Annual Meeting of

by proxy and submit your questions ahead of this meeting.

sha

Sinc

rely,

rles H. Robbins

Chair and Chief Executive Officer

October 18, 2024

YouparticipateMonday,eetingare cordiallyof Stockholdin theinvitedAnnualers toof Ciscowill beSystems,Decemberheld Inconlin.9,which2024on atDetails8:00 of. arethe. PacificbusinessTimeto. be conductedmeetingNoticeckholdersAnnualatgiventheMeartingeannualfindgthof StatementPr xy Summary. Youandswilltth Proxyona the first page. of he Ifreduceouryoucompanythewouldcostslikeincurredtomailinghelpby proxymaterialsconsdeliv prorynt matexyvoteoffo ials,lowurelectronicpleaseproxy wwwthe QR. codbeybsigning.com. orupscanat

Notice of Annual Meeting of Stockholders

Date & Time

Virtual Attendance Instructions

Record Date

Electronic Delive y

Dece ber 9, 2024

the

nnual

onl ne, including

October 10, 2024

If you wo

ld like to help reducethe

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vote and sub

it questi

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eeting.com/CSCO2024

mailing

please consent

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up

by

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Items of Business

scan the QR code.

◾

To elect to Cisco's Board

f

the following

ine nominees presented by the Board: W

ley G. Bush, Michael D

Capellas,

G

. Harris II, Dr. Kristin M. Johnson, Sarah Rae Murphy, Charles

H. Robbins, Daniel H.

rett, JohnDirectors

approve

Schulman,

nd Marianna Tessel.

executive compensation.

◾

non-binding advisory resolution to

vote onMark

◾

ratify the appointment of PricewaterhouseC

opers LLP as Cisco's independent registered public accounting firm

the fiscal year ending July 26, 2025.

◾ To

act upon

uch other matters as

may properly come before the annual

meeting

or any adjournments or

p

stponement .

for

s

Virtual Annual Meeting

◾

We are pl

ased to provide

ckhol

rs with

to p

rticipate in the annual meeting online to facilitate

stockhold

and

provi

consist

experience to

all

stockholders regardless of location.

the opportunity

◾ To participate

the

-only annual meeting, including to vote or submit questions, st

ckholders should go to the

meeting

website

www.

.com/CSCO2024, enter the 16-digit c

ntrol number found your

attendancevirtual rtualshareholdermeeting

o

proxy card, voting

form, or Notice Regarding the Availability of Proxy Materials, a

follow the

on the website.

form or No ice Regarding

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f Proxy Materials does not

that y may vo e

◾

If your voting instr

instruction

eting.com/CSCO2024 website and it d

instructions

those shares thro

gh the www.

es not include a 16-digit

xy"

order to be able to

control number, you should contact your bank, brokther, or other nominee to obtain a "legal prindicate

attend, parti ipate in, and vote at the annu meeting.

Important

Information About the

◾

Additional

regarding

he

annual meeting can be found in the "Other

virtualshareholderm

Meeting" sectioninformationpage 80.

Proxy Voting

Whether or not you participate in the annu

l meeting,

is imp rtant that your shares be part

t

voting process.

for

refer to

ction entitled "Other Important Informaition About the Meeting" on page 80 of the

Proxy StatementPlease

detailedthed scripti

n of how to vote in advance of the meeting.

Mailing Address of Corporate Headquarters

170 West Tasman Drive, San Jose,

alifornia 95134

BY ORDER OF THE BOARD OF DIRECTORS

EvanSecretarySloves

October 18, 2024

Table of Contents

ProxyGovernanceSummandry .Board. . . . . .Matters. . . . . . . . . . . . . .

CorporatePolicies, GuGovernanceidelines, and Practices. . . . . . . . . . . . . .

InsiderOur PurposeTrad EngagementstoArrangemePower Inclusivets and PoliciesFuture for PublicAll . Policy. . . . . . . . . . . . . . .

StockholderBoard of DiLeadctorsrship. Strategy. . . .ructure. . . . . . . .

Board'sCommitteesRole Riskand Meetings. . .

DirectorAttributesNom. . .in.ee. . Qualifications,. .Oversight Skills and StockholderBoard PR rformancefreshment Evaluation. . . . . . . .Process. . .

. . . . .Communications. . . . . . with the ProposalBoardusiness ExperienceNo. 1 - El ctionand Qualificatiof Directonsrs of CompensationNomineesCompositi. . . . . . . .

IndependentDirector CompensationDirectorsCommittee. . . . . . . . . .Matters. . . . . . . . . .

ProposalExecutiveNo.Compensation2 - Advis ry Vote. . . . to. . Approve. . . . . . . . . .

1

5

6

78

2

534

162

3

27

CompensationExecutive CompensationDiscussion and. . . .Analysis. . FiscalSummary2024 Commit ee ReportTables.

OutstandingYearEquity-EndAwards At

GrantsFiscal 2024of Plan. -.Based. . . . . Awards. . . . . -

StockNonqualifiedVestedPaymentsD- Fiscalferred2024CompensTermination -

FiscalPotential2024 . . . . . uponor CEOChangePay Ratioin Control. . . . . . . .

PayOwnershipVersus Performanceof Securities . . . . . . . . . . .

AuditEq ity CompensationCommitteePlanMattersInfo mation . . . . . . .

ProposalRegisteredNo. 3Public- RatificationAccountingofFirmIndependent AuditCertainCommitteeMeetingRelatiImportantshipsReportand Transactions with

OtheRelatedr P rsons . .Information. . . . . . . . . . . . .About. . . . . . . .

Cisco 2024 Proxy Statement

293

58

143

668

93

5

6

798

80

i

Proxy Summary

These proxy

ls

provided in c

with the solicitation of proxies by the Board of Dir

of Cisco

Del ware rporation, fornnectionthe An ual M

of Stockh

lders to be held on Decemb

ctors9, 2024, and

Systems, Inc.materi,

of such me

. These proxy materials were first

sent

on

about

at any

adjournments or

eting

October 18, 2024 to stockholdpostponements

e

information

compl

ab

ut th se

ease review our Annual Report on Form 10-K and the

rs

titled to vote at

annual m

eting.

This summary highli hts select

d information about the

tems to be voted

nnual eting and

tained elsewhere in this Proxy

Statement. This summary does not contain all the information

that you should

n

in

how to vot

, and you should

ad

he entire Proxy

Statemethecarefully before voting. For

re

Participating in the Annual Meeting

sider

rmation

topics, porated

entire Pr

xy

St tementinformatidecidi o

contai

ed on cisco.com or any other web ite referred to in

this Proxy Statement is

. The

provid

for reference

ly and is not

cor

by reference into this Proxy Statement.

ate and Time

Place

Record Date

DecemberMonday,

Attend

he annual

online at

October 10, 2024

9, 2024

www.virtualshareholdermeeting.com/

8:00 .

. Pacific Time

CSCO2024 using the 16-digit

instruction form. We encouragecontrol

number

on

your

Noti

of

Internet

Availab lity,

proxy

card

or

v

ting

y

u to

join 15 minutes before the start time.

Question and Answer

oting

Technical Difficulties

ession

Submit questions before

Vote online bef

the annu

meeting

If you

have

acc

ssing

the annual

at

at www.proxyvotre.com or

attend

annual

meeting,

please

c ll

the

www.

.com

meeting virtually and follow the

lepho

e numbers

t chnical supportdifficulty

during the meeting.

Important

Information

"Othe

virtualshareholdermeeting

Controlproxyvote

instructions

the

website.

of

after

gging

with your

referenced on th

logi

page

Nu b

or you

additional

information

regarding

www.

.com/

can submit qu

stions

voting, see the section entitled

For

CSCO2024.

About

Meeting" on page 80 of this Proxy

Statement.

Cisco 2024 Proxy Statement

1

Annual Meeting Proposals

Recommen ation

of the Board

Page

1

Electi n of

each of the nominees

16

Business Overview

2

Ad iso y VoteDirectors

27

A

prove Executive Compensation

Proposal No. 3

Ratification of Independent Registered Public Accounting Firm

FOR

76

designs

sells

broad range of technologies that help to

secure, and draw insights from the

Cisco

re

observabil ty to

simplify

how our technology is deliverepower,managed and optimized and to help

and

internet. We

integ ating artific al intelligence (AI) into our product portfolios across networking, security,

ollaboration a and

business

accel

rate their digital

.

Acr

ss

globe,

Governance and

Board Highlights

ustom rs

ximize the

v lue of

technology inv stments

better outcomes

business

and

rganiz

tions of every

size

are leveraging Cisco

gy to trans

and drive

and experiences. We

their

technolo

transformation

lso

lp custom

rs navigate emerging

logical shi ts. In today's

dynamic

viro ment, our customers have three key p iorities: build modern

resilient infrastructure; protect

against the cyber threats of today and tomorrow; and

arness the power of AI anddata.

's Board

of skilled and diverse

. T e Board has established robust corp

rate governa ce

Lead Independent Director role with broad authority and responsibility, which is currently

Cisco has establishcomposed

directors

independent

more

held by Mr. Capellas. See the "Governance and

pra

tices

and

olici

. In

rticular, the Bo rd believes strongly in the value of

b

ard of directors.

◾

governance

Boa

Matters" section in this Proxy Statem

information,

ding:

policies, guidelines, and practices and where you can find key information regarding

incl

our corporateg

initiatives;

◾

balanced B

rd leadership structure and qualificat ons, including a robust Lead Independent Di ector role;

◾

Our

environment

l, social, and governance ("ESG") initiatives related to Cisco's Purpose

Power an Inclusive

◾

fiscal 2024 stockholder engagement program, where we engaged with stockholders

representing

Future for Al ; and

approximately 57% of shares outstanding at the end of the fiscal year, including 43% of our top 30 stockholders.

2

Board of Directors Highlights

	Director
Name	Since Principal Occupation	Independent

Wesley G. Bush	2019	Former Chair and CEO,
Northrop Grumman Corporation
Michael D. Capellas	2006	Founder and CEO,
Capellas Strategic Partners
Mark Garrett	2018	Former Chief Financial Ocer,
Adobe Systems Incorporated
		Former Vice President of
John D. Harris II	2021	Business Development,
		Raytheon Company
Dr. Kristina M. Johnson	2012	Chief Executive Ocer,
Johnson Energy Holdings, LLC
		Former Chief Procurement Ocer and
Sarah Rae Murphy	2022	Senior Vice President of Global Sourcing,
		United Airlines Holdings, Inc.
Charles H. Robbins	2015	Chair and Chief Executive Ocer,
Cisco
		Former President and Chief
Daniel H. Schulman	2023	Executive Ocer, PayPal
		Holdings, Inc.
Ekta Singh-Bushell	2024	Former Deputy to the First Vice President,
Chief Operating Ocer, Executive Oce,
		Federal Reserve Bank of New York
Marianna Tessel	2021	Executive Vice President and
General Manager, Global Business
		Solutions Group, Intuit Inc.

Board chair Lead Independent Director Committee Chair Member

Audit

Compensation

Nomination and Governance

Acquisition

Environmental, Social,

and Public Policy

Cisco 2024 Proxy Statement

3

Executive Compensation Highlights

Our pay practices align with our pay-for-performance philosophy and underscore our commitment to sound

compensation and governance practices.

Our executive compensation program rewards

We apply leading executive compensation

perf rmance

practices

◾

Compensation

philosophy designed to attract

◾

mmittee

◾

Independ

compensation

nsultant

◾

Performance measures aligned with stockholder

◾

Compreh

sive annual compensation program

risk assessment

retain,

mo ivate

performance,

and rewarand

achievemen

interests

Annual compensation peer group review

◾ Majority

of annual

total direct

compensa ion

◾

Caps on incentive compensation

("TDC") is

-based

settled

◾

No dividenperformance

Performance on specific initiatives c nsid

red in

◾

s paid

dividend equivalents

◾

on unvested awards

variable cash incentive program for executive

◾

Other

Mr. Ste

le, who entered into

letter

officers have

ployment, severance or

agre methan

in

connection with ur

acquisition

of

in control agreements

our executive

Splunk Inc. ("Splunk"), none of

chang

◾

Stock ownership guidelines

◾

Recoupment ("Clawback") policy

◾

Limited perquisites

◾

single-

trigger

vesting of equity award grants

stock

repricing

or

cash-out

f

◾

opt on

◾

suppleme

tal executive

retirement

plan

or

underwater equ ty awards

executive defined b

nefit pen ion plan

◾

No golden parachute tax gross-ups

◾

Broad anti-pledging and anti-hedging policies

4

Governance and Board Matters

Corporate Governance

Policies,

Guidelines,

and Practices

can

. The Board of Direct rs has adop ed

information

Cis

is committed to stockholder-friendly

rp r te polici

that promote excel ence incorporategovernance. We have

do ted policies, guidelines,clear

compliance

with the

r les

and

our

d

pra

tices that ar consist

nt with

commitment to transp

rency and

est-in-cl

practices, as well as to ensure

requireme ts of The Nasdaq St ck Market LLC ("Nasdaq"),

nd applicable corp

te

rna ce requirements. Key

Relations website at investorp.cisco.com which also includes

ur corporate governance

guidelines, ourCode

of

regarding o r c

ra

gove nance initiatives

be found in the

Gover

ance sect on of

Invest

r

Business Conduct ("COBC"), and the charter for each Board

ommittee.

Key Corporate Governance Policies,

Guidelines, and Practices

◾ Annual elections of directors since our initial public

◾

Charters of each Board committee clearly establi

the

◾

voting for uncontested el cti ns of directors

◾

We have a clear COBC

is monitor

d by our ethics

A robust Lead Independent Director role with broad

ethics

office hasthat

responsibilities

offering

committees' respective roles and

◾ Majority of our Board is independent of Cisco

office and is annually

ffirmed by our employ

◾

Independent

responsibility

◾

employees

hotline

availabl

to

all

authority and

◾

embers of the

Board

meet regularly

◾

Our

Audit Committee has procedur

in place for the

m

rec mme d

ccounting, int rn

l accounting controls, or auditing

without the presence

f

our

Governamanagement

nonymous submission of employee complaints on

◾

director nominee to

matters

Stockholders owning 10% of the ou s anding shar s of

over

officer

r candidates

ce Committee

ubmit dir

ct

for election our proxmay

princip l xecutive officer and all members of our

◾

Nomination

ligibility requirements

◾

finance

adopted

incl

ding the principal financial

that meet

We have

a code of ethics that applies to

◾

consent

have the right to

action by

fficer and princ pal a co

nting

ugh our proxy access bylaw provision

tatement thr

partment,function

our common stock have the

take

written

Our

◾

internal audi

mainta

critical oversight

◾

righ

to call a sp cial

processes

nd controls, a d

reports

directly to our

the

key areas

of

our

busin

s and

financial

◾

No poison pill

◾

A compensation recoupment

("clawback") policy that

meeting

Committee

udit Committ

members

directors and executiveofficers

◾

ll

"),

of key c

of our Bo rd - the

applies to our

Audit Co

and

the

Nominapensationmittees

and Management

◾

Stock ownership

guidelines

for our

non-employee

mi tee, the

( he

"Compens tion

Develop

nt

Committee - are independent

Govern nce

Cisco 2024 Proxy Statement

5

Insider Trading Arrangements and Policies

We are committed to prom

ting high standards of

t

ical

siness conduct and

with applicable laws,

inrules andsecuregulationsities our. Asdirectors,part of thisemploy

es, contrwe hctors,ave ad

ptednsultants and

ther personnellicy governingprovi ingtransactionsservices to

we b

lieve is reasonably d

signed to promotecompliance with insider trading

Cisco, as well as by C sco itself, thatcommitment,

laws, rules and regula i

ns and Nasd

q listi

g st

ndards. A copy of our InsiderTradingPolicy was filed as Exhibit 19.1

Our

to Power an Inclusive Future for All

Cisco hPurpose

to our Annual Report on Form 10-K for the fisca year ended July 27, 2024.

been evolving and expanding the way it positively impacts people and he pl

et, driv

by our Purpose

Power an

Inclusive Future for All. Cisco

beli

ves

that

echnology, when thoughtfully and strat

gically ap

ied,

address inequities; br ng positive, lasti

change to peopl 's lives and communities; and

the planet. Tto

positive impact

c

mmunities

and for the planet. We know we can achieve so muchbenefit

can

help fulf ll our Purp

se, Cisco leverages its technology and catalyzes its networks, partners, and p ople to

Our Purpose reporting

scribes our

goals, progress, and

for ESG topics that are

make

ificant to

in partnership with those align worldwide

and Purpose.

mor

when we work

with

ur valu

Cisco and our stak holders. Today, commitments,

to our Purpose startsimpact the top wi h our Board a

our

d senior

and it is

mbedded througho

the organization. Our Purpose governan

struct

e is designed this way

help ensure we prioritize the right issues as

company,

nd that we stay on track with our commitments.

Our Peo

, Policy, and Purpose orga

ization leads our soci l

a

d ch

pions our commitment

stakeh lders, lea

ESG assessments for

organizationinvestment programsreporting

leadership

formance and transparency. Within this

is

co e

team which engages with

to ESG

align

with standards

set by the Global Reporti

Initiative,

Sustainability Accounting Standards Board, the Task

voluntary

reporting,

wa ds

activities. Our reporting is

Force on Climate-related Fi

ancial

Sust inable

pr ctic

s,

nsation

Disclosures,

iting,

Board

oversees

d the UN

Development Go ls.

The

and Public Policy

ainabili

ee

Cis

o's initiativ

s, policies, programs,

and

c

Social,envir

nmental

other

c

Environmental,

g

Commit

over ees

ial responsibility and public pol cy

ncer

sus

y and

key corporate so

ma strategistrategies, practic

full

focus on

the

Purpose

capital

safety, and

Comp

policies

updates

tters. Th

C

mmittee of

he Board

ev lopment and impl

mentation of Cisco's

d

used for recr

managi

g, an

d veloping employees

(i. ., human

nag

ment). Thes

s, strategies, and po icies

div

rsity and

w

rkplace environment and

cultur . In addition, the

Board receives

Cisco's overall

stra egy,

inclusion,

including ESG matters, from management.

Each year,

corporate

we

port progress toward Cisco's enterprise goals in our annual Cisco Purpose R

port. Cisco set its first

greenhouse

("GHG") missi

duction goal in 2006, and since then,

continued

set

goals to

engage empl yees, red

environme tal impacts in our supply chain, and benwefit communities. Ftor m

other

relating

to

C

's

Purpose

and

to

review

progr

ss on

our

goals, have

Policy

Engagements

information

http ://www.gas

com/go/e

se

our

ESG

Rep

ting

Hub

ci .

-hub. The latest P

rpose Report is available on our

Relations website

investor. isco.com. Our websit

, ESG Reporting ourHb and related supplemental informationInvestor

Public

a e not incorporated by

ref ren

e into this Proxy St

tement.

Information about our

policy engagement approach, including our policy

our limitations

g to

policy- elated act vities,

the

in which we disclose

ur public

licy efforts (includingrelatinnu l

payments to trade assocpublications

and politic

l action

committee contributions), is priorities,discl

sed on our public website at

tps://www.cisco.com/c/en/us/about/government-affairs.html.In part as a result of proactive engagement with our

stockholders, we regularly review and

manner

upd te this web page.

6