Amended Current Report Filing (8-k/a)
July 29 2015 - 04:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2015
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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California |
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0-18225 |
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77-0059951 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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170 West Tasman Drive, San Jose, California |
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95134-1706 |
(Address of principal executive offices) |
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(Zip Code) |
(408) 526-4000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On May 4, 2015, Cisco Systems, Inc. (Cisco) filed a Current Report on Form 8-K under Item 5.02 to report the appointment
of Charles H. Robbins as Chief Executive Officer of Cisco and John T. Chambers notification of his decision to step down as Chief Executive Officer and assumption of the role of Executive Chairman of Cisco, each effective July 26, 2015.
Cisco is filing this Form 8-K/A as an amendment (Amendment No. 1) to the aforementioned Form 8-K to disclose details of Mr. Robbins compensation that was expected to be approved in connection with such appointments but was not
determined at the time of the initial filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2015, in connection with Mr. Robbins
appointment as Chief Executive Officer and Mr. Chambers appointment as Executive Chairman, the Compensation and Management Development Committee (the Committee) of the Board of Directors of Cisco approved an increase in
Mr. Robbins annual base salary to $1,150,000 effective July 26, 2015, an increase of Mr. Robbins target award percentage under the Cisco Systems, Inc. Executive Incentive Plan (the EIP) for fiscal year 2016 to
225% of his annual base salary and a reduction in Mr. Chambers annual base salary to $1,000,000 effective July 26, 2015. Further, Mr. Chambers will not be eligible for a cash incentive award under the EIP for fiscal year 2016.
The Committee also approved target values for long-term, equity-based grants, expected to be made in the future, to Mr. Robbins and Mr. Chambers of $13 million and $7 million, respectively, and determined to allocate 75% of the target
value to performance-based restricted stock units and the remainder to time-based restricted stock units.
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.
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CISCO SYSTEMS, INC. |
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Dated: July 29, 2015 |
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By: |
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/s/ Evan Sloves |
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Name: |
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Evan Sloves |
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Title: |
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Assistant Secretary |
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