On October 7, 2026, the Board of Directors of Cisco Systems, Inc. appointed Girish D. Rishi, CEO of Cognite Holding B.V., as a director effective October 9, 2026; the Board determined he is independent under Nasdaq listing standards, and no Board committee assignments have yet been determined. Mr. Rishi will receive Cisco’s standard non-employee director cash and equity compensation, including a pro rata portion of the $105,000 annual cash retainer paid quarterly in arrears for service through the 2026 annual meeting and an initial fully vested equity award under Cisco’s 2005 Stock Incentive Plan with a grant date fair value equal to a pro rata portion of $270,000 based on his partial year of board service. Non-employee directors may elect to receive cash fees in fully vested Cisco common stock, deferred stock units, or deferred cash under the Deferred Compensation Plan, may defer equity awards, and are eligible for Cisco’s charitable matching gifts program, with a 2026 maximum match of $25,000 for non-employee directors. Mr. Rishi entered into Cisco’s standard form of Indemnity Agreement, filed with the SEC on January 25, 2021 as Exhibit 10.1, and the report was signed October 9, 2026 by Assistant Secretary Jay Higdon.
Original SEC Filing Text expand_more
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director On October 7, 2026, the Board of Directors ( Board ) of Cisco Systems, Inc. ( Cisco ) appointed Girish D. Rishi, CEO of Cognite Holding B.V., as a member of the Board effective October 9, 2026. In connection with his appointment, the Board determined that Mr. Rishi is independent under the applicable listing standards of The Nasdaq Stock Market LLC. It has not yet been determined on which Board committees, if any, Mr. Rishi will serve. In connection with his service as a director, Mr. Rishi will receive Cisco s standard non-employee director cash and equity compensation. Mr. Rishi will receive a pro rata portion of the $105,000 annual cash retainer, paid quarterly in arrears, for his service through the remaining portion of the year ending at Cisco's 2026 annual meeting of stockholders. Non-employee directors may instead elect to receive the annual cash retainer, committee cash retainer fees or other cash fees 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. Upon his appointment, pursuant to the Board s equity grant policy for non-employee directors, Mr. Rishi automatically received a fully vested initial non-employee director equity award under Cisco s 2005 Stock Incentive Plan with a grant date fair value equal to a pro rata portion of $270,000 based on the portion of the year of his board service. Non-employee directors may elect to defer receipt of the equity award such that the award would be settled in shares after the non-employee director leaves the Board. Non-employee directors are also eligible to participate in Cisco s charitable matching gifts program (for calendar year 2026, the maximum match amount is $25,000 for Cisco's non-employee directors). In connection with his appointment, Mr. Rishi has entered into Cisco s standard form of Indemnity Agreement with Cisco which provides for indemnification of an indemnitee to the fullest extent permitted by law. The foregoing description of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Indemnity Agreement, which was filed with the Securities and Exchange Commission on January 25, 2021 as Exhibit 10.1 to Cisco s Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CISCO SYSTEMS, INC. Dated: October 9, 2026 By: /s/ Jay Higdon Name: Jay Higdon Title: Assistant Secretary
