8-KLeadership Changes

CISCO SYSTEMS, INC. 8-K Report, Executive Changes (May 22, 2019)

Filed May 22, 2019For Securities:CSCO

Summary

Cisco Systems, Inc. (CSCO) announced on May 21, 2019, a significant addition to its Board of Directors with the appointment of Wesley G. Bush, Chairman of Northrop Grumman Corporation. This strategic move brings experienced leadership to Cisco's governance structure. While specific committee assignments are pending, Mr. Bush's compensation will align with the company's standard practices for non-employee directors, including an annual retainer, potential committee fees, and an initial equity award. Investors should note that Mr. Bush's compensation is structured to align his interests with those of shareholders through a combination of cash and equity. The equity award vests immediately, although directors have the option to defer settlement. The appointment also includes a standard indemnification agreement, a common practice to protect directors serving the company. This addition of a seasoned executive like Mr. Bush signals a continued focus on strong corporate governance and strategic oversight for Cisco.

Key Highlights

  • 1Cisco Systems, Inc. appointed Wesley G. Bush, Chairman of Northrop Grumman Corporation, to its Board of Directors.
  • 2Mr. Bush's appointment is effective as of May 21, 2019.
  • 3Compensation for Mr. Bush will follow Cisco's standard non-employee director package, including an $80,000 annual retainer (pro-rated for his tenure).
  • 4Non-employee directors have flexibility in how they receive their annual cash retainer (cash, stock, or deferred compensation).
  • 5Mr. Bush received an immediate, fully vested equity award valued at a pro-rata portion of $225,000.
  • 6Directors can elect to defer the settlement of their equity awards.
  • 7Mr. Bush entered into a standard director indemnification agreement with Cisco.

Frequently Asked Questions

Wesley G. Bush is the Chairman of Northrop Grumman Corporation. His appointment to Cisco's Board of Directors brings significant experience in leadership and corporate governance from a major industrial company, which can provide valuable strategic oversight and guidance to Cisco.

Mr. Bush will receive Cisco's standard compensation for non-employee directors. This includes a pro-rated annual retainer of $80,000, potential fees for committee meetings he may attend, and an initial equity award with a grant date fair value of a pro-rata portion of $225,000, which vests immediately. Directors have options to defer cash and equity compensation.

The director indemnification agreement is a standard legal protection. It ensures that Cisco will hold harmless and indemnify Mr. Bush against certain legal expenses and liabilities that may arise from his service as a director, provided he acted in good faith and in the best interest of the company, as permitted by Cisco's articles of incorporation and California law.

This filing primarily concerns a change in board composition. While a new director can bring fresh perspectives, this announcement itself does not directly signal immediate shifts in Cisco's business strategy or operational plans. Such changes are typically communicated through other means or subsequent filings.