Executive Change · Shareholder Vote

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): December 16, 2025 ___________________________________ CISCO SYSTEMS, INC. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of incorporation) 001-39940 (Commission File Number) 77-0059951 (IRS Employer Identification No.) 170 West Tasman Drive , San Jose , California 95134-1706 (Address of principal executive offices) (Zip Code) ( 408 ) 526-4000 (Registrant's 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): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share CSCO The Nasdaq Stock Market LLC 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment and Restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan At the Annual Meeting of Stockholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December 16, 2025, Cisco’s stockholders approved the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan (as amended and restated, the “Amended Stock Plan”). The Amended Stock Plan was approved by Cisco’s Board of Directors (the “Board”) on October 16, 2025, subject to the approval of Cisco’s stockholders, and became effective with such stockholder approval on December 16, 2025. As a result of such stockholder approval, the Amended Stock Plan was amended and modified to increase the number of shares authorized for issuance thereunder by 57,490,000 shares. The Amended Stock Plan will terminate on the date of the 2030 Annual Meeting, unless re-adopted or extended by the stockholders prior to or on such date. Except for this increase, the terms of the Amended Stock Plan remain unchanged. A more complete description of the terms of the Amended Stock Plan and the amendments and modifications thereto can be found in “Compensation Committee Matters — Proposal No. 2 — Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan” (pages 28 through 37) in Cisco’s definitive proxy statement, dated October 28, 2025, and filed with the Securities and Exchange Commission on October 28, 2025 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Amended Stock Plan, a copy of which is filed as Exhibit 10.1 to this report. Item 5.07. Submission of Matters to a Vote of Security Holders. At the Meeting, Cisco’s stockholders voted on the following five proposals and cast their votes as follows: Proposal 1: To elect nine members of the Board: Nominee For Against Abstained Broker Non-Votes Michael D. Capellas 2,664,285,240 230,015,669 4,601,262 426,487,003 Mark Garrett 2,823,986,851 70,328,089 4,587,231 426,487,003 John D. Harris II 2,873,216,583 20,988,282 4,697,306 426,487,003 Dr. Kristina M. Johnson 2,808,353,781 86,251,768 4,296,622 426,487,003 Sarah Rae Murphy 2,886,367,216 8,158,091 4,376,864 426,487,003 Charles H. Robbins 2,621,419,435 262,324,202 15,158,534 426,487,003 Daniel H. Schulman 2,588,199,109 268,494,195 42,208,867 426,487,003 Marianna Tessel 2,873,756,933 20,772,294 4,372,944 426,487,003 Kevin Weil 2,884,574,714 9,760,828 4,566,629 426,487,003 Proposal 2: To approve the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan: For Against Abstained Broker Non-Votes 2,789,720,218 93,830,240 15,351,713 426,487,003 Proposal 3: To approve, on an advisory basis, executive compensation: For Against Abstained Broker Non-Votes 2,550,271,585 314,628,035 34,002,551 426,487,003 Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 25, 2026: For Against Abstained Broker Non-Votes 3,034,788,553 285,499,501 5,101,120 0 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: For Against Abstained Broker Non-Votes 30,473,075 2,826,591,726 41,837,370 426,487,003 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Document 10.1 Cisco Systems, Inc. 2005 Stock Incentive Plan (including related form agreements) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. CISCO SYSTEMS, INC. Dated: December 17, 2025 By: /s/ Jay Higdon Name: Jay Higdon Title: Assistant Secretary