Cisco Systems, Inc. (CSCO)

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Cisco Systems, Inc. (CSCO)

December 07, 2011 1:00 pm ET


John T. Chambers - Executive Chairman, Chief Executive Officer and Member of Acquisition Committee

Frank A. Calderoni - Chief Financial Officer and Executive Vice President

Unknown Executive -


Unknown Executive

Ladies and gentlemen, please welcome Cisco Chairman and Chief Executive Officer, John Chambers.

John T. Chambers

Good morning. It's a pleasure to see so many faces that I've recognized over the years. It's also a pleasure to see a number of young students who are attending, learning more about business. It is now shortly after 10:00, and this 2011 Annual Meeting of the Shareholders of Cisco Systems will please come to order. I am John Chambers, Chairman of the Board and Chief Executive Officer of the company, and I will chair this meeting. On behalf of all of us at Cisco, I want to welcome you and thank you for your attendance.

Before proceeding to the business portion of the meeting, I would like to introduce the other directors and executives of the company present today. As I call your name, please stand for a moment. The directors are in alphabetical order: Carol Bartz; Michele Burns, participating by webcast; Michael Capellas; Larry Carter; Brian Halla; Dr. John Hennessy; Richard Kovacevich; Rod McGeary; Arun Sarin; Steve West; and Jerry Yang, also participating by webcast.

I would also like to acknowledge the following Cisco executives who're here today. Frank Calderoni, our Executive Vice President and Chief Financial Officer; Mark Chandler, our Senior Vice President, Legal Services, General Counsel and Secretary; Prat Bhatt, our Vice President and Corporate Controller; Blair Christie, our Senior Vice President, Chief Marketing and Communications Officer, Government Affairs. It's a long title, Blair, we ought to pay you by the size of the title; Wim Elfrink, our Executive Vice President, Emerging Solutions and Chief Globalization Officer; Rob Lloyd, our Executive Vice President, Worldwide Operations; and Gary Moore, our Executive Vice President and Chief Operating Officer. Also present to assist this meeting are Stephen D'Arcy of PricewaterhouseCoopers, the company's independent registered public accounting firm. Stephen?

And now I would like to turn the meeting over to Frank Calderoni to lead the business portion of this meeting. Frank?

Frank A. Calderoni

Thank you, John. First, I will give the report on the notice of the meeting and the presence of a quorum and make several announcements. The Board of Directors has fixed the close of business on October 10, 2011, as the record date for the determination of shareholders entitled to vote at this meeting. Notice of this meeting was duly given to all shareholders of record on or about October 18, 2011. IVS Associates has been appointed as the inspector of election for this meeting. Mr. Creig Dunlop, who is representing IVS Associates, has informed me that shareholders owning a majority of the outstanding shares of common stock are present, in person or represented by proxy, and as a result, there is a quorum of shareholders for this meeting. Therefore, this meeting is now open to proceed with this business.

As you can see in the agenda and the rules of the meeting that we distributed, after I have completed the introductory matters, I will turn to the business portion of the meeting. After the formal business meeting, we will have a business review presented by John Chambers, followed by a question-and-answer session. If you have a question you would like to ask, please write your question on the cards that were provided and pass it to the aisle. Representatives will then collect your questions, and similar to what we do in our company and other meetings that we have, during our question-and-answer session, we will focus on the most frequently asked questions in the time allotted. To expedite the flow of business during the meeting, I will first propose each item of business for discussion in the order listed in the proxy statement, and then you will vote on each of the discussed items. Please refer to the Agenda and the Rules of the Meeting handout for more detailed information regarding the order of business and the rulers of the conduct for this meeting.

We will now proceed to the items of business set forth in the agenda. The first matter to be considered is the election of the directors of the company. The following individuals have been nominated by the Board of Directors upon the recommendation of the Nomination and Governance Committee of the board to serve as directors until the next Annual Meeting of Shareholders and until their successors are elected and qualified: Carol Bartz; Michele Burns; Michael Capellas; Larry Carter; John Chambers; Brian Halla; Dr. John Hennessy; Richard Kovacevich; Rod McGeary; Arun Sarin; Steve West; and Jerry Yang. No other nominations were received by July 30, 2011, the deadline specified in last year's proxy statement for nominations. Therefore, the nominations are closed. The Board of Directors recommends that the shareholders vote for the election of each of the nominees. We will vote on the election of directors momentarily.

The next matter to be considered is the approval of the amendment and restatement of Cisco Systems, Inc. 2005 Stock Incentive Plan, including an extension of the plan until the 2021 Annual Meeting of Shareholders, and certain other amendments relating to the determination of performance-based equity awards, all as described in the proxy statement. The 2005 Stock Incentive Plan, as amended and restated, is designed to give Cisco the flexibility to responsibly address its future equity compensation needs. The Board of Directors recommends that the shareholders vote for this proposal. We will vote on this proposal momentarily.

The next matter to be considered is the advisory resolution on executive compensation. This is a nonbinding resolution that the shareholders approve the compensation of Cisco's named executive officers as disclosed, pursuant to the SEC's compensation disclosure rules, including the compensation discussion and analysis session of the proxy statement, the compensation tables and the narrative discussion. The Board of Directors recommends that the shareholders vote for this proposal. Again, we will vote on this proposal momentarily.

The next matter to be considered is whether the frequency of future voting to approve the compensation of our named executive officers should be every 1 year, 2 years or 3 years. The Board of Directors recommends a vote for every 1 year for the frequency of holding future voting regarding executive compensation. We will vote on this proposal momentarily.

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