8-KLeadership ChangesCorporate ChangesExhibits & Filings

CISCO SYSTEMS, INC. 8-K Report, Executive Changes (Oct 4, 2012)

Filed October 4, 2012For Securities:CSCO

Summary

This Form 8-K filing by Cisco Systems, Inc. (CSCO) reports significant changes in its executive leadership and corporate governance. On October 3, 2012, the Board of Directors appointed Robert W. Lloyd as President, Development and Sales, and Gary B. Moore as President and Chief Operating Officer. These appointments reflect a strategic restructuring within the company's senior management. In conjunction with these promotions, both Mr. Lloyd and Mr. Moore received substantial grants of restricted stock units (RSUs) and performance-based restricted stock units (PRSUs), aligning their compensation with the company's future performance. Furthermore, Cisco's Bylaws were amended to permit the existence of multiple Presidents. This governance change, approved by the Board, supports the new executive structure and indicates flexibility in how leadership roles are defined within the organization. The filing also discloses a minor related-party transaction involving a relative of Robert W. Lloyd, which was below $10 million in fiscal 2012 and involved no direct involvement from Mr. Lloyd.

Key Highlights

  • 1Robert W. Lloyd appointed President, Development and Sales.
  • 2Gary B. Moore appointed President and Chief Operating Officer.
  • 3Both new Presidents received grants of restricted stock units (RSUs) and target performance restricted stock units (PRSUs).
  • 4Cisco's Bylaws were amended to allow for multiple Presidents, effective October 3, 2012.
  • 5The appointments and bylaw amendments signify a potential shift in Cisco's operational and leadership structure.
  • 6A related-party transaction involving Robert W. Lloyd's brother was disclosed, with amounts under $10 million for fiscal 2012.

Frequently Asked Questions

The key executive changes are the appointment of Robert W. Lloyd as President, Development and Sales, and Gary B. Moore as President and Chief Operating Officer, both effective October 3, 2012. This also includes amendments to Cisco's Bylaws to allow for multiple Presidents.

Both Robert W. Lloyd and Gary B. Moore were granted 282,500 restricted stock units (RSUs) and 265,900 target performance restricted stock units (PRSUs). These awards are subject to standard terms and conditions.

Yes, a related-party transaction was disclosed involving a brother of Robert W. Lloyd who is employed by IBM. The transactions in which his brother had an interest for fiscal 2012 were under $10 million. Robert W. Lloyd had no direct involvement in these transactions.

Amending the Bylaws to permit multiple Presidents suggests Cisco is adapting its corporate governance structure to accommodate a broader or more specialized executive leadership team, potentially supporting the new roles assigned to Mr. Lloyd and Mr. Moore.