Current Report Filing (8-k)
May 22 2019 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2019
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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California
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0-18225
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77-0059951
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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170 West Tasman Drive, San Jose, California
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95134-1706
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(Address of principal executive offices)
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(Zip Code)
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(408)
526-4000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CSCO
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On May 21, 2019, Cisco Systems, Inc. (Cisco)
appointed Wesley G. Bush, Chairman, Northrop Grumman Corporation, to its Board of Directors (the Board). It has not yet been determined on which Board committees, if any, Mr. Bush will serve.
In connection with his service as a director, Mr. Bush will receive Ciscos standard
non-employee
director cash and equity compensation. Mr. Bush will receive a pro rata portion of the $80,000 annual retainer for his service through the remaining portion of the year ending at Ciscos
2019 annual meeting of shareholders.
Non-employee
directors may instead elect to receive the annual cash retainer in fully vested shares of Cisco common stock, fully vested deferred stock units that would be
settled in shares after the
non-employee
director leaves the Board, or a deferred cash payment under the Cisco Systems, Inc. Deferred Compensation Plan. If appointed to serve on any committees of the Board, he
also would receive fees of $2,000 per committee meeting attended. Upon his appointment, pursuant to the Boards equity grant policy for
non-employee
directors, Mr. Bush automatically received a fully
vested initial
non-employee
director equity award under the 2005 Stock Incentive Plan with a grant date fair value equal to a pro rata portion of $225,000 based on the portion of the year of his board service.
Non-employee
directors may elect to defer receipt of the equity award such that the award would be settled in shares after the
non-employee
director leaves the Board.
In connection with his appointment, Mr. Bush entered into Ciscos standard form of director Indemnification Agreement with
Cisco. Pursuant to this agreement, subject to the exceptions and limitations provided therein, Cisco has agreed to hold harmless and indemnify Mr. Bush to the fullest extent authorized by Ciscos articles of incorporation and California
law, and against any and all expenses, judgments, fines and settlement amounts actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding arising out of his services as director. The
foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.8 to Ciscos Form
10-K
filed on September
20, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CISCO
SYSTEMS, INC.
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Dated: May 22, 2019
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By:
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/s/ Evan Sloves
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Name:
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Evan Sloves
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Title:
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Secretary
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