Cisco Systems Inc. filed SEC Form 8-K: Leadership Update
$CSCO
Computer Communications Equipment
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2026
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Departure of Director
On March 31, 2026, in light of the increased time and focus required of his new role as Chief Executive Officer of Verizon Communications Inc., Daniel H. Schulman notified Cisco Systems, Inc. (“Cisco”) of his decision to resign from the Board of Directors ("Board") of Cisco effective May 21, 2026.
Appointment of Director
On April 4, 2026, the Board of Cisco appointed Peter A. Shimer as a member of the Board effective April 6, 2026. In connection with his appointment, the Board determined that Mr. Shimer is “independent” under the applicable listing standards of The Nasdaq Stock Market LLC. The Board has also appointed Mr. Shimer to serve as a member of the Audit Committee of the Board.
In connection with his service as a director, Mr. Shimer will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Shimer will receive a pro rata portion of the $105,000 annual cash retainer, paid quarterly in arrears, for his service through the remaining portion of the year ending at Cisco's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). Mr. Shimer will also receive a pro rata portion of the Audit Committee member annual cash retainer fees, paid quarterly in arrears, for service on such committee through the remaining portion of the year ending at the 2026 Annual Meeting. Non-employee directors may instead elect to receive the annual cash retainer, committee cash retainer fees or other cash fees 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. Upon his appointment, pursuant to the Board’s equity grant policy for non-employee directors, Mr. Shimer automatically received a fully vested initial non-employee director equity award under Cisco’s 2005 Stock Incentive Plan with a grant date fair value equal to a pro rata portion of $270,000 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. Non-employee directors are also eligible to participate in Cisco’s charitable matching gifts program (for calendar year 2026, the maximum match amount is $25,000 for Cisco's non-employee directors).
In connection with his appointment, Mr. Shimer has entered into Cisco’s standard form of Indemnity Agreement with Cisco which provides for indemnification of an indemnitee to the fullest extent permitted by law. The foregoing description of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Indemnity Agreement, which was filed with the Securities and Exchange Commission on January 25, 2021 as Exhibit 10.1 to Cisco’s Current Report on Form 8-K.
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: April 6, 2026 | By: | /s/ Jay Higdon | ||||||||||||
Name: | Jay Higdon | |||||||||||||
Title: | Assistant Secretary | |||||||||||||