8-KLeadership Changes

CISCO SYSTEMS, INC. 8-K Report, Executive Changes (Feb 1, 2013)

Filed February 1, 2013For Securities:CSCO

Summary

Cisco Systems, Inc. (CSCO) filed a Form 8-K on February 1, 2013, to announce a significant addition to its Board of Directors. Gregory Q. Brown, Chairman and CEO of Motorola Solutions, Inc., was appointed to the Board, effective January 31, 2013. This appointment signifies a strategic move by Cisco to leverage Mr. Brown's extensive leadership experience in the technology sector. Mr. Brown's compensation as a director aligns with Cisco's standard practices for non-employee directors, including an annual retainer and a restricted stock unit award. The equity award vests upon the 2013 annual shareholder meeting, with provisions for accelerated vesting under specific circumstances like a change in control or death/disability. Cisco has also entered into a standard director indemnification agreement with Mr. Brown, providing him with protection against potential liabilities arising from his service.

Key Highlights

  • 1Cisco Systems, Inc. appointed Gregory Q. Brown, CEO of Motorola Solutions, Inc., to its Board of Directors on January 31, 2013.
  • 2Mr. Brown's appointment adds significant industry experience to Cisco's board.
  • 3As a new director, Mr. Brown will receive standard compensation, including a pro rata annual retainer and equity awards.
  • 4An initial restricted stock unit award covering 7,309 shares was granted, with pro rata fair market value based on the remaining year until the 2013 annual meeting.
  • 5The restricted stock units vest fully upon the 2013 annual shareholder meeting, with immediate vesting upon change in control, death, or disability.
  • 6Cisco has entered into a standard director indemnification agreement with Mr. Brown.
  • 7The filing was made on February 1, 2013, covering events from January 31, 2013.

Frequently Asked Questions

Gregory Q. Brown is the Chairman and Chief Executive Officer of Motorola Solutions, Inc. His appointment to Cisco's Board of Directors is likely a strategic decision to enhance the board's expertise and leadership in the technology sector, leveraging his extensive experience in the industry.

Mr. Brown will receive Cisco's standard compensation for non-employee directors. This includes a pro rata annual retainer of $75,000 for the remainder of the year until the 2013 annual shareholder meeting. He will also receive fees for committee meetings if appointed. Additionally, he was granted an initial restricted stock unit award covering 7,309 shares.

The restricted stock units granted to Mr. Brown will vest fully upon Cisco's 2013 annual meeting of shareholders. However, they will vest immediately in full upon certain events, including a change in control or ownership of Cisco, or upon his death or disability while serving as a director.

The director indemnification agreement is a standard legal document that protects Mr. Brown from personal liability. It ensures that Cisco will indemnify him to the fullest extent permitted by law against expenses, judgments, fines, and settlements incurred in connection with his service as a director.