Cisco

Departure of Directors On October 4, 2023, M. Michele Burns, Roderick C. McGeary, and Dr. Lisa T. Su each notified Cisco Systems, Inc. ("Cisco") of their respective decision not to stand for re-election at Cisco's 2023 annual meeting of stockholders (the "2023 Annual Meeting"). Ms. Burns, Mr. McGeary, and Dr. Su will continue to serve as directors until the 2023 Annual Meeting. Appointment of Director On October 5, 2023, the Board of Directors (the “Board”) of Cisco appointed Daniel H. Schulman, former President and Chief Executive Officer of PayPal Holdings, Inc., as a member of the Board effective October 10, 2023. It has not yet been determined on which Board committees, if any, Mr. Schulman will serve. In connection with his service as a director, Mr. Schulman will receive Cisco’s standard non-employee director cash and equity compensation. Mr.

Appointment of Certain Officer On July 18, 2023, the Board of Directors of Cisco Systems, Inc. (“Cisco”) appointed M. Victoria Wong, 56, as Senior Vice President and Chief Accounting Officer of Cisco effective July 30, 2023. Ms. Wong will succeed Prat Bhatt. Prior to her appointment, Ms. Wong most recently served as Cisco's Senior Vice President and Deputy Chief Accounting Officer since February 2023, Vice President and Corporate Controller from June 2021 to February 2023, Vice President and Assistant Corporate Controller from October 2014 to June 2021, and has held a number of other leadership positions within Cisco's Finance organization from 2007 to 2021. Prior to joining Cisco, Ms. Wong was a partner with KPMG LLP from 2002 to 2007. In connection with her appointment, Ms.

Departure of Directors or Certain Officers On February 21, 2023, in connection with the announcement of his appointment as Chair and Chief Executive Officer of Bausch + Lomb Corporation, Brenton L. Saunders notified Cisco Systems, Inc. (“Cisco”) of his decision to resign from Cisco’s Board of Directors effective February 21, 2023.

Departure of Directors or Certain Officers On November 15, 2022, Prat Bhatt notified Cisco Systems, Inc. (“Cisco”) of his decision to retire as Senior Vice President and Chief Accounting Officer of Cisco, effective July 29, 2023. Cisco expects to appoint M. Victoria Wong to succeed Mr. Bhatt. Ms. Wong currently serves as Vice President and Corporate Controller of Cisco.

Appointment of Director On August 24, 2022, the Board of Directors (the “Board”) of Cisco Systems, Inc. (“Cisco”) appointed Sarah Rae Murphy, former Chief Procurement Officer and Senior Vice President of Global Sourcing of United Airlines Holdings, Inc., as a member of the Board effective August 24, 2022. Ms. Murphy was also appointed to serve as a member of the Audit Committee of the Board. In connection with her service as a director, Ms. Murphy will receive Cisco’s standard non-employee director cash and equity compensation. Ms. Murphy will receive a pro rata portion of the $80,000 annual cash retainer, paid quarterly in arrears, for her service through the remaining portion of the year ending at Cisco’s 2022 annual meeting of stockholders (“2022 Annual Meeting”).

Departure of Directors or Certain Officers. On February 10, 2022, Irving Tan, former Executive Vice President and Chief of Operations of Cisco Systems, Inc. (“Cisco”), notified Cisco of his decision to resign from Cisco effective February 28, 2022.

Departure of Directors or Certain Officers. On January 26, 2022, Gerri Elliott, Executive Vice President and Chief Customer and Partner Officer of Cisco Systems, Inc. (“Cisco”), notified Cisco of her intention to retire from Cisco. Ms. Elliott has agreed to continue to serve in her current role until May 1, 2022. Jeff Sharritts, currently Senior Vice President of the Americas organization, will succeed Ms. Elliott upon her retirement from her current role.

Appointment of Certain Officer On March 4, 2021, the Board of Directors (the “Board”) of Cisco Systems, Inc. (“Cisco”) appointed Maria Martinez as Chief Operating Officer of Cisco. Ms. Martinez, 63, joined Cisco in April 2018 as Executive Vice President and Chief Customer Experience Officer, and in December 2020, Ms. Martinez took on an expanded role to lead certain operations functions in addition to customer experience as one, united team, including supply chain, IT, security and trust, data and analytics, customer and partner services, and strategy and business acceleration. Prior to joining Cisco, Ms. Martinez served in a variety of senior executive roles at salesforce.com, inc.

Compensatory Arrangements of Certain Officers As previously disclosed in a Form 8-K filing, on December 11, 2020, Irving Tan, former Executive Vice President and Chief of Operations of Cisco Systems, Inc. (“Cisco”) notified Cisco of his decision to return to Singapore and stepped down from his position as Executive Vice President and Chief of Operations of Cisco effective December 14, 2020. On February 22, 2021, Cisco entered into a Letter of Transfer Agreement – International Transfer (the “Transfer Agreement”) with Mr. Tan, in connection with his relocation from San Jose, California to Singapore. Consistent with Cisco’s International Transfer Policy for Vice Presidents and above, under the Transfer Agreement, Mr.

On January 7, 2021, Cisco Systems, Inc. (“Cisco”) appointed John D. Harris II, former Vice President of Business Development of Raytheon Company and former Chief Executive Officer of Raytheon International, Inc., to its Board of Directors (the “Board”) effective January 7, 2021. It has not yet been determined on which Board committees, if any, Mr. Harris will serve. In connection with his service as a director, Mr. Harris will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Harris will receive a pro rata portion of the $80,000 annual retainer for his service through the remaining portion of the year ending at Cisco’s 2021 annual meeting of shareholders.

Departure of Directors or Certain Officers. On December 11, 2020, Irving Tan, Executive Vice President and Chief of Operations of Cisco Systems, Inc. (“Cisco”) notified Cisco of his decision to return to Singapore and will therefore step down from his current position effective December 14, 2020. Thereafter, Mr. Tan is expected to serve the Company to help with special projects in Asia Pacific, Japan, and China. On December 14, 2020, in connection with Mr. Tan stepping down from his role, Maria Martinez, Cisco’s Executive Vice President and Chief Customer Experience Officer, is taking on an expanded role to lead certain operations functions in addition to customer experience as one, united team, including supply chain, IT, security and trust, data and analytics, customer and partner services, and strategy and business acceleration.

Amendment and Restatement of the 2005 Stock Incentive Plan At the Annual Meeting of Shareholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December 10, 2020, Cisco’s shareholders approved the amendment and restatement of the Cisco 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 7, 2020, subject to the approval of Cisco’s shareholders, and became effective with such shareholder approval on December 10, 2020. As a result of such shareholder approval, the Amended Stock Plan was materially amended and modified to add 95.975 million shares and to extend the term of the Amended Stock Plan for nine more years. The Amended Stock Plan will expire on the date of the 2030 Annual Meeting.

Departure of Directors or Certain Officers. On November 27, 2020, Arun Sarin notified Cisco Systems, Inc. (“Cisco”) and its Board of Directors (the “Board”) of his decision to resign from the Board effective November 27, 2020. The Board has reduced the size of the Board to nine members effective with Mr. Sarin’s resignation.

On November 12, 2020, Cisco Systems, Inc. (“Cisco”) announced the appointment of R. Scott Herren as Executive Vice President and Chief Financial Officer of Cisco effective December 18, 2020. Kelly A. Kramer is resigning from that position effective upon Mr. Herren’s start date. Mr. Herren, 59, will join Cisco as Executive Vice President and Chief Financial Officer effective December 18, 2020. Mr. Herren serves as Senior Vice President and Chief Financial Officer of Autodesk, Inc. (“Autodesk”) since November 2014. Prior to joining Autodesk, Mr. Herren served as Senior Vice President of Finance at Citrix Systems, Inc. (“Citrix”) from September 2011 to October 2014, and in a variety of other leadership roles after joining Citrix in March 2000, including Vice President and Managing Director for EMEA and Vice President and General Manager of the company’s virtualization systems group.

Departure of Directors or Certain Officers. On August 12, 2020, Kelly A. Kramer, Executive Vice President and Chief Financial Officer of Cisco Systems, Inc. (“Cisco”) notified Cisco of her decision to resign from Cisco. Ms. Kramer will continue to serve in her role until such time as a replacement Chief Financial Officer is appointed.

Departure of Directors or Certain Officers. On March 11, 2020, in connection with the announcement of her appointment as Chief Executive Officer of United Parcel Service, Inc., Carol B. Tomé notified Cisco Systems, Inc. (“Cisco”) of her decision to resign from Cisco’s Board of Directors effective March 12, 2020.

Departure of Directors or Certain Officers. On March 4, 2020, David Goeckeler, Executive Vice President and General Manager, Networking and Security Business of Cisco Systems, Inc. (“Cisco”) notified Cisco of his decision to resign from Cisco effective March 8, 2020.

On January 24, 2020, Cisco Systems, Inc. (“Cisco”) appointed Dr. Lisa T. Su, President and Chief Executive Officer of Advanced Micro Devices, Inc., to its Board of Directors (the “Board”) effective January 27, 2020. It has not yet been determined on which Board committees, if any, Dr. Su will serve. In connection with her service as a director, Dr. Su will receive Cisco’s standard non-employee director cash and equity compensation. Dr. Su will receive a pro rata portion of the $80,000 annual retainer for her service through the remaining portion of the year ending at Cisco’s 2020 annual meeting of shareholders.

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 Cisco’s 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 Cisco’s 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.

Amendment and Restatement of the Employee Stock Purchase Plan At the Annual Meeting of Shareholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December 12, 2018, Cisco’s shareholders approved the amendment and restatement of the Cisco Employee Stock Purchase Plan (the “Purchase Plan”). The amendment and restatement of the Purchase Plan was approved by Cisco’s Board of Directors (the “Board”) on October 3, 2018, subject to the approval of Cisco’s shareholders, and became effective with such shareholder approval on December 12, 2018. As a result of such shareholder approval, the Purchase Plan was materially amended and modified to (i) extend the term by ten years and (ii) increase the maximum number of shares of common stock authorized for issuance over the term of the Purchase Plan by 100 million shares.

Departure of Directors or Certain Officers. On October 15, 2018, Dr. John L. Hennessy notified Cisco Systems, Inc. (“Cisco”) of his decision not to stand for re-election at the 2018 Annual Meeting of Shareholders. Following Dr. Hennessy’s notification to Cisco, the Board of Directors (the “Board”), upon recommendation by the Nomination and Governance Committee, has nominated each of the other current directors for election (other than Carol A. Bartz who was not eligible to be renominated for election under Cisco’s age limit policy), and each has decided to stand for election at the 2018 Annual Meeting of Shareholders. The Board has reduced the size of the Board to nine members effective at the time of the 2018 Annual Meeting of Shareholders. Dr. Hennessy and Ms. Bartz will continue to serve as directors until Cisco’s 2018 Annual Meeting of Shareholders to be held on December 12, 2018.

On September 7, 2018, Rebecca Jacoby, former Senior Vice President and Chief of Operations of Cisco Systems, Inc. (“Cisco”), entered into a Separation Agreement (the “Separation Agreement”) in connection with her termination of employment as an executive advisor effective September 21, 2018. The Separation Agreement provides that Ms. Jacoby will be entitled to accelerated vesting of the time-based restricted stock unit awards which are scheduled to vest between November 10, 2018 and February 10, 2020. Ms. Jacoby will also be entitled to a cash payment in the amount of $2,116,968.18, which is equal to eighteen months of her annual base salary, 150% of her target bonus award and 17 months of COBRA premiums. In consideration for such benefits, Ms.

On May 1, 2018, in conjunction with Cisco Systems, Inc.’s (“Cisco”) intention to acquire Accompany, Inc. (“Accompany”), Amy L. Chang, Chief Executive Officer and Founder of Accompany notified Cisco and its Board of Directors (the “Board”) of her decision to resign from Cisco’s Board effective immediately.

On April 12, 2018, Cisco Systems, Inc. (“Cisco”) appointed Mark Garrett, former Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, to its Board of Directors (the “Board”). Mr. Garrett is also expected to be appointed to serve as a member of the Audit Committee of the Board. In connection with his service as a director, Mr. Garrett will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Garrett will receive a pro rata portion of the $75,000 annual retainer for his service through the remaining portion of the year ending at Cisco’s 2018 annual meeting of shareholders. 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 Board’s equity grant policy for non-employee directors, Mr.

Departure of Directors or Certain Officers. Having assisted Cisco Systems, Inc. (“Cisco”) in the transition of its business model to increased software and subscriptions, and in light of the progress in that regard, on December 11, 2017, Chris Dedicoat (Executive Vice President, Worldwide Sales & Field Operations) notified Cisco of his intention to resign his current role effective July 28, 2018, the end of fiscal 2018, and take on a role thereafter as senior advisor to the Chief Executive Officer, and Rebecca Jacoby (Senior Vice President and Chief of Operations) notified Cisco of her intention to retire from Cisco. Ms. Jacoby has agreed to continue to serve in her position until January 27, 2018, the end of the second quarter of fiscal 2018, and to continue as an advisor to her successor through May 31, 2018.

Amendment and Restatement of the 2005 Stock Incentive Plan At the Annual Meeting of Shareholders (the “Meeting”) of Cisco Systems, Inc. (“Cisco”) held on December 11, 2017, Cisco’s shareholders approved the amendment and restatement of the Cisco 2005 Stock Incentive Plan (as amended and restated, the “Amended Stock Plan”). Under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), shareholders must approve the material terms of the Cisco 2005 Stock Incentive Plan every five years. The amendment and restatement of the Cisco 2005 Stock Incentive Plan was approved by Cisco’s Board of Directors (the “Board”) on August 9, 2017, subject to the approval of Cisco’s shareholders, and became effective with such shareholder approval on December 11, 2017.

Departure of Directors or Certain Officers. (b) On September 13, 2017, John T. Chambers, Executive Chairman of Cisco Systems, Inc. (“Cisco”) notified Cisco and its Board of Directors (the “Board”) of his decision not to stand for re-election at the 2017 Annual Meeting of Shareholders. The Board is expected to reduce the size of the Board to eleven members effective at the time of the 2017 Annual Meeting of Shareholders. Mr. Chambers will continue to serve as Executive Chairman until Cisco’s 2017 Annual Meeting of Shareholders to be held on December 11, 2017. The Board plans to appoint Chuck Robbins, Chief Executive Officer of Cisco, to also serve as Chairman of the Board when Mr. Chambers’ term expires. A copy of Mr. Chambers’ notification letter is attached as Exhibit 99.1 to this report.

On March 13, 2017, Cisco Systems, Inc. (“Cisco”) appointed Brenton L. Saunders, Chairman, Chief Executive Officer and President of Allergan plc, to its Board of Directors (the “Board”). It has not yet been determined on which Board committees, if any, Mr. Saunders will serve. In connection with his service as a director, Mr. Saunders will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Saunders will receive a pro rata portion of the $75,000 annual retainer for his service through the remaining portion of the year ending at Cisco’s 2017 annual meeting of shareholders. 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 Board’s equity grant policy for non-employee directors, Mr.

On October 28, 2016, Pankaj Patel, former Executive Vice President and Chief Development Officer, Global Engineering of Cisco Systems, Inc. (“Cisco”) entered into a Separation Agreement dated October 28, 2016 (the “Separation Agreement”). Subject to the terms and conditions of the Separation Agreement, Mr. Patel will be entitled to the following benefits: (i) accelerated vesting of the time-based restricted stock unit awards which would have vested between now and September 30, 2017; and (ii) cash payments equal to $2,551,758 paid in various installments by April 2017. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this report.

On October 17, 2016, Cisco Systems, Inc. (“Cisco”) appointed Amy L. Chang, Chief Executive Officer and Founder of Accompany, Inc., to its Board of Directors (the “Board”). It has not yet been determined on which Board committees, if any, Ms. Chang will serve. In connection with her service as a director, Ms. Chang will receive Cisco’s standard non-employee director cash and equity compensation. Ms. Chang will receive a pro rata portion of the $75,000 annual retainer for her service through the remaining portion of the year ending at Cisco’s 2016 annual meeting of shareholders. If appointed to serve on any committees of the Board, she also would receive fees of $2,000 per committee meeting attended. Upon her appointment, pursuant to the Board’s equity grant policy for non-employee directors, Ms.

On June 2, 2016, the Board of Directors of Cisco Systems, Inc. ( “Cisco”) approved an amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”) to revise the definition of “Re-Price” to explicitly prohibit the repurchase for cash of any outstanding options or stock appreciation rights when the exercise price is greater than the fair market value of the underlying shares. The foregoing description is qualified in its entirety by reference to the 2005 Stock Incentive Plan, a copy of which is filed as Exhibit 10.1 to this report.

Departure of Directors or Certain Officers. On January 25, 2016, Pankaj Patel, Executive Vice President and Chief Development Officer, Global Engineering of Cisco Systems, Inc. (“Cisco”) notified Cisco of his decision to step down from his current position during the second half of calendar year 2016.