8-KLeadership Changes

CISCO SYSTEMS, INC. 8-K Report, Executive Changes (Oct 17, 2016)

Filed October 17, 2016For Securities:CSCO

Summary

Cisco Systems, Inc. (CSCO) filed an 8-K on October 17, 2016, announcing a key addition to its Board of Directors. The company appointed Amy L. Chang, CEO and Founder of Accompany, Inc., to its Board. This appointment brings new leadership and expertise to Cisco's governance, which is a significant event for investors to note as it may influence strategic direction and oversight. Ms. Chang's compensation as a director aligns with Cisco's standard policy for non-employee directors, including annual retainers and equity awards. Specifically, she will receive a pro rata portion of a $75,000 annual retainer and a restricted stock unit award valued at a pro rata portion of $215,000, with vesting tied to the 2016 annual shareholder meeting and subject to change-of-control provisions. The appointment also includes a standard director indemnification agreement, ensuring legal protection for her service.

Key Highlights

  • 1Cisco Systems, Inc. appointed Amy L. Chang, CEO and Founder of Accompany, Inc., to its Board of Directors.
  • 2Ms. Chang's appointment is effective as of October 17, 2016.
  • 3She will receive standard non-employee director compensation, including a pro rata annual retainer of $75,000.
  • 4An initial restricted stock unit award of 1,024 shares, with a grant date fair value of a pro rata portion of $215,000, was granted to Ms. Chang.
  • 5The restricted stock units vest fully at the 2016 annual shareholder meeting, or immediately upon certain change-in-control events, death, or disability.
  • 6Ms. Chang entered into Cisco's standard director indemnification agreement for legal protection during her service.
  • 7The specific Board committees Ms. Chang will serve on have not yet been determined.

Frequently Asked Questions

Amy L. Chang is the CEO and Founder of Accompany, Inc. While the filing does not explicitly state the exact reasons for her appointment, typically, such appointments are made to bring diverse expertise, industry knowledge, and fresh perspectives to the board's strategic decision-making and oversight.

Ms. Chang will receive Cisco's standard compensation for non-employee directors. This includes a pro rata portion of a $75,000 annual retainer and a pro rata portion of a $215,000 restricted stock unit award (covering 1,024 shares). She may also receive committee meeting fees if appointed to any board committees.

The restricted stock units granted to Ms. Chang will vest fully at Cisco's 2016 annual meeting of shareholders. However, they will vest immediately in full upon certain events such as a change in control or ownership of Cisco, or in the event of her death or disability while serving as a director.

The director indemnification agreement is a standard legal protection for directors. It means Cisco will indemnify and hold harmless Ms. Chang against certain expenses and liabilities incurred as a result of her service as a director, to the extent permitted by law and Cisco's governing documents.