P R O X Y P A P E R Cisco Systems, Inc. NASDAQ: CSCO Industry: Communications Equipment Meeting Date: December 7, 2011 Record Date: October 10, 2011 Publish Date: November 17, 2011 Lead Analysts: Jack Ferdon, [email protected]Courteney Keatinge, [email protected]2011 ANNUAL MEETING Proposal Issue Board GL&Co. 1.00 Election of Directors For Split 1.01 Elect Carol Bartz For For 1.02 Elect M. Michele Burns For For 1.03 Elect Michael Capellas For For 1.04 Elect Larry Carter For For 1.05 Elect John Chambers For For 1.06 Elect Brian Halla For For 1.07 Elect John Hennessy For Against 1.08 Elect Richard Kovacevich For Against 1.09 Elect Roderick McGeary For For 1.10 Elect Arun Sarin For For 1.11 Elect Steven West For For 1.12 Elect Jerry Yang For For 2.00 Amendment to the 2005 Stock Incentive Plan For For 3.00 Advisory Vote on Executive Compensation For For 4.00 Frequency of Advisory Vote on Executive Compensation 1 Year 1 Year 5.00 Ratification of Auditor For For 6.00 Shareholder Proposal Regarding Formation of Environmental Sustainability Committee Against Against 7.00 Shareholder Proposal Regarding Report on Internet Fragmentation Against For 8.00 Shareholder Proposal Regarding the Retention of Shares After Retirement Against Against NOTE Cisco Systems, Inc. 2011 Annual Meeting 1 Glass, Lewis & Co., LLC
Transcript
P R O X Y P A P E R
Cisco Systems, Inc.NASDAQ: CSCOIndustry: Communications EquipmentMeeting Date: December 7, 2011Record Date: October 10, 2011Publish Date: November 17, 2011 Lead Analysts: Jack Ferdon, [email protected]
2.00 Amendment to the 2005 Stock Incentive Plan For For
3.00 Advisory Vote on Executive Compensation For For
4.00 Frequency of Advisory Vote on Executive Compensation 1 Year 1 Year
5.00 Ratification of Auditor For For
6.00 Shareholder Proposal Regarding Formation of Environmental Sustainability Committee Against Against
7.00 Shareholder Proposal Regarding Report on Internet Fragmentation Against For
8.00 Shareholder Proposal Regarding the Retention of Shares After Retirement Against Against
NOTE
Cisco Systems, Inc. 2011 Annual Meeting 1 Glass, Lewis & Co., LLC
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Cisco Systems, Inc. 2011 Annual Meeting 2 Glass, Lewis & Co., LLC
Company Profile ADDRESS170 West Tasman DriveSan Jose, CA 95134 www.cisco.com Phone: +1 (408) 5264000 Fax: Employees: 71,825
COMPANY DESCRIPTIONCisco Systems, Inc. designs,manufactures, and sells Internetprotocol (IP)-based networking andother products related to thecommunications and informationtechnology (IT) industry and provideservices associated with these productsand their use. The Company provides aline of products for transporting data,voice, and video within buildings. Itsproducts are designed to transform howpeople connect, communicate, andcollaborate. Its products are installed atenterprise businesses, publicinstitutions, telecommunicationscompanies, commercial businesses, andpersonal residences. It has fivesegments: United States and Canada,European Markets, Emerging Markets,Asia Pacific, and Japan. The EmergingMarkets theater consists of EasternEurope, Latin America, the Middle Eastand Africa, and Russia and theCommonwealth of Independent States.In September 2010, the Companyacquired Arch Rock Corporation. In April2011, it acquired newScale Inc.
Source: FactSet
TOTAL SHAREHOLDER RETURNS
1 Year 3 Year 5 YearCSCO -3.1% 4.6% -6.2%S&P 500 5.0% 12.3% -2.1%Industry Peers 5.2% 20.1% 1.2%* Annualized shareholder returns. Peers are basedon the Industry segmentation of the Global IndustrialClassification System (GICS).
ENVIRONMENTAL AND SOCIAL RISK PROFILE
Sustainability ReportUN Global CompactGreenhouse Gas TargetILO Reference in Human Rights Policy StatementUN PRI SignatorySexual Orientation Non-Discrimination PolicyGlobal Sullivan Principles
Source: IW Financial; = applies
TOP 20 HOLDERS Holder % Owned
1. The Vanguard Group, Inc. 4.03% 2. State Street Global Advisors 3.93% 3. BlackRock Fund Advisors 3.82% 4. Wellington Management Co. LLP 1.88% 5. Grantham, Mayo, Van Otterloo Co. LLC 1.54% 6. Fidelity Management & Research Co. 1.50% 7. Northern Trust Investments 1.31% 8. T. Rowe Price Associates, Inc. 1.19% 9. MFS Investment Management, Inc. 1.09%
10. Invesco PowerShares Capital Management LLC 0.98% 11. Orbis Investment Management Ltd. 0.92% 12. JPMorgan Asset Management, Inc. 0.88% 13. BlackRock Advisors LLC 0.83% 14. TIAA-CREF Asset Management LLC 0.76% 15. First Eagle Investment Management LLC 0.75% 16. Norges Bank Investment Management 0.74% 17. Templeton Global Advisors Ltd. 0.72% 18. Geode Capital Management LLC 0.71% 19. Yacktman Asset Management Co., Inc. 0.60% 20. Bank of New York Mellon Asset Management 0.55%
INDEXED STOCK PRICE
Cisco Systems, Inc. 2011 Annual Meeting 3 Glass, Lewis & Co., LLC
Valuation Multiples (LTM) P/E Ratio 16.2x 9.4x 24.4x 6.4x TEV/Revenue 1.7x 2.4x 2.3x 0.5x TEV/EBIT 8.5x 6.1x 13.9x 5.5x Margins Analysis (LTM) Gross Profit Margin 59.8% 77.2% 65.4% 22.8% Operating Income Margin 19.5% 38.3% 16.4% 9.9% Net Income Margin 14.5% 33.0% 11.5% 7.3% Liquidity/Risk Current Ratio 3.3x 2.9x 3.0x 1.2x Debt-Equity Ratio 0.36x 0.20x 0.14x 0.66x Auditor Data3 Year 2011 2011 2010 2010 Auditor PricewaterhouseCoopers Deloitte & Touche Ernst & Young Ernst & Young Auditor Fees $ 15,505,000 $ 20,200,000 $ 3,718,643 $ 30,800,000 Audit Related Fees $ 1,385,000 $ 5,700,000 $ 287,480 $ 14,900,000 Tax + All Other Fees $ 7,435,000 $ 200,000 - - Executive Compensation4 Year of Data 2011 2011 2010 2010 Chief Executive Officer $11,526,675 $1,376,915 $11,170,559 $30,931,491 Other Named Executives $36,084,560 $27,306,402 $12,646,627 $42,847,737
Source: FactSet Research Systems, Reuters, Thomson Financial, and Glass, Lewis & Co. LLC1.) Peers shown on this page do not necessarily represent peers used in our pay-for-performance analysis. 2.) Growth rates are calculated based on linear leastsquare fitting method. 3.) Auditor data as disclosed by the Company and its peers in their most recent proxy filings. 4.) Compensation as calculated by Glass Lewisbased on information disclosed by the Company and its peers in their proxy filings.
Cisco Systems, Inc. 2011 Annual Meeting 4 Glass, Lewis & Co., LLC
Pay-For-Performance
Cisco Systems' executive compensation received a C grade in our proprietary pay-for-performance model, which uses 36measurement points. The Company paid: about the same compensation to its top officers (as disclosed by the Company) asthe median compensation for 33 similarly sized companies with a median enterprise value of $127 billion; more than a sectorgroup of 3 large information technology companies with a median enterprise value of $59.7 billion; and more than asub-industry group of 16 communications equipment companies. The CEO was paid about the same as the median CEO inthese peer groups. Overall, the Company paid moderately less than its peers, but performed worse than its peers.
FY 2011 Compensation Committee Grade
A B C D F
Historical Compensation Score
Fiscal Year 2009 2010 2011Grade C D C
Company Compared with Median
CEO Compared with Median
Shareholder Wealth and Business Performance
Note: Compensation analysis for period ending 07/2011. Performance measures based on weighted average of annualized 1, 2, and 3 year data.
Cisco Systems, Inc. 2011 Annual Meeting 5 Glass, Lewis & Co., LLC
Voting Results from Last Annual Meeting (November 18, 2010) Source: 8-K dated November 19, 2010
ELECTION OF DIRECTORS
No. Proposal Votes Withheld GLC Rec
1 Elect Carol Bartz 2.44% For
2 Elect M. Michele Burns 0.79% For
3 Elect Michael Capellas 1.26% For
4 Elect Larry Carter 0.92% For
5 Elect John Chambers 2.51% For
6 Elect Brian Halla 1.11% For
7 Elect John Hennessy 17.28% Against
8 Elect Richard Kovacevich 0.48% For
9 Elect Roderick McGeary 0.99% For
10 Elect Michael Powell 1.30% For
11 Elect Arun Sarin 0.41% For
12 Elect Steven West 1.22% For
13 Elect Jerry Yang 0.88% For
Cisco Systems, Inc. 2011 Annual Meeting 6 Glass, Lewis & Co., LLC
Voting Results from Last Annual Meeting (November 18,2010) Source: 8-K dated November 19, 2010 and Form NP-X
OTHER ITEMS
No. Proposal
Votes
GLC RecFor Against AbstainBroker
Non-Votes
2 Advisory Vote on Executive Compensation 3,167,930,479 523,947,104 18,217,456 875,966,660 Against
3 Ratification of Auditor 4,518,945,041 60,257,629 6,859,029 N/A For
Steven M. West 56 Independent Independent C 1996 2011 15 Yes
Jerry Yang * 42 Independent Independent 2000 2011 11 Yes
% Independent 67% 100% 100% 67% 67%
C = Chair, * = Public Company Executive
Lead independent director. 1.Chairman and former CEO (until September 2011) of VCE Company, a joint venture between EMC Corporation and the Company. 2.Former senior vice president, office of the chairman and CEO (until November 2008). 3.Chairman and CEO. 4.President of Stanford University, which maintains various business and charitable dealings with the Company that represent less than 0.1% of StanfordUniversity's annual revenue.
5.
Director of Aricent Inc., from which the Company has procured technology licenses and services in exchange for payments representing approximately5% of Aricent’s annual revenues.
6.
Additional Public Company DirectorshipsM. Michele Burns: (1) Wal-Mart Stores Inc.John L. Hennessy: (1) Google Inc.Arun Sarin: (2) Charles Schwab Corporation; Safeway Inc.Steven M. West: (1) Autodesk, Inc.Jerry Yang: (1) Yahoo! Inc.
The board has nominated twelve candidates to serve a one-year term each. If elected, their terms wouldexpire at the Company's 2012 annual meeting of shareholders.
We believe shareholders should be mindful of the following issues:
Implementation of Dividend
In March 2011, for the first time in its history, the Company initiated a quarterly dividend. TheCompany paid dividends of $658 million during fiscal 2011. In addition, the Company repurchasedapproximately 351 million shares of common stock at an average price of $19.36 per share for anaggregate purchase price of $6.8 billion. As of the end of fiscal 2011, the Company had cash on hand on
Cisco Systems, Inc. 2011 Annual Meeting 8 Glass, Lewis & Co., LLC
of $44.6 billion and $10.2 billion in purchases remained under the stock buyback program.
Restructuring Activities
In April 2011 the Company announced that it would shutter its Flip Video camera business, which ithad purchased in 2009 for approximately $600 million in stock. In addition, in July 2011 theCompany announced a deal sell its set-top box business as well as plans to decrease itsemployee count by 6,500 (Zachary Tracer. "Cisco Will Cut 6,500 Workers, Record $1.3 Billion inCosts ." Bloomberg.com. July 18, 2011). As a result, the Company expects to post more than $1.4 billionin costs connected with these activities, $923 million of which was recorded in fiscal 2011.The Company aims to remove $1 billion in annual costs through the restructuring.
Legal and Regulatory Risk: Low
The Company and certain Company executives face two lawsuits filed in 2011, one by members of theChinese dissident group Falun Gong and another by three political writers. The lawsuits generallyclaim that the Company provided Chinese officials with technology and training to access privateInternet communications, identify anonymous Internet users and censor protected speech, leading tothe detentions of the plaintiffs. One of the suits claims that the Company marketed its productsspecifically for these purposes. The lawsuits seek damages under the Alien Tort Claims Act, whichallows U.S. courts to uphold international law. A Company spokesman has stated that there is no basisfor the allegations and that the Company intends to vigorously defend against them. Experts suggest theproceedings could last several years and may ultimately be decided by the US Supreme Court (Sui-LeeWee. "Cisco suits on China rights abuses to test legal reach." Reuters. September 8, 2011). For morediscussion of this topic, please refer to Proposal 7 and our analysis of a shareholder proposal asking theCompany to produce a report on potential effects of its business on human rights.
In March and April of 2011, the Company and certain executives and directors were named in twopurported shareholder class actions and several purported shareholder derivative actions. The actionsgenerally allege violations of federal securities laws, unjust enrichment and breaches of fiduciary dutiesin connection with the Company's February 2011 earnings release and conference call, in whichCompany executives announced that its profit margins were down significantly. The results differedsharply from the Company's most recent earnings guidance and the Company's stock price declined onthe news (Jesse Emspak. " Tiny Shareholder Takes on Cisco in Stock Fraud Suit." InternationalBusiness Times. April 7, 2011). The Company does not believe there is a legal basis for its liability inthe matter.
In our view, although legal disputes are common to many companies, shareholders should be concernedwith any type of lawsuit or regulatory investigation involving the Company, as such matters couldpotentially expand in scope and prove to dampen shareholder value. As such, in the event that membersof management or the board are implicated in any such legal proceedings, we may considerrecommending that shareholders vote against certain directors on that basis. However, due to theongoing nature of the lawsuits, we do not feel that any such action is necessary at this time. We willcontinue to monitor the proceedings going forward.
We recommend voting against the following nominees up for election this year based on the followingissues:
Nominee KOVACEVICH serves as the chairman of the Company's nominating and governancecommittee, which is charged with reviewing the Company's corporate governance policies and withrecommending candidates for election to the board. We believe shareholders should be concerned withthe performance of this committee in light of the governance issues posed by the continued presence on
Cisco Systems, Inc. 2011 Annual Meeting 9 Glass, Lewis & Co., LLC
the performance of this committee in light of the governance issues posed by the continued presence onthe board of Carol Bartz and Jerry Yang.
Director Bartz served as CEO of Yahoo until September 2011, when the Yahoo board fired her. In anexpletive-filled interview with Fortune following her firing, Ms. Bartz called the Yahoo directors"doofuses." Director Yang, a founder and director of Yahoo, reportedly had a key role in the decision toremove Ms. Bartz (Kara Swisher. " Carol Bartz Out at Yahoo; CFO Tim Morse Named Interim CEO." AllThingsD.com. September 6, 2011).
Given the apparent acrimony between Ms. Bartz and Mr. Yang, as well as their evident inability toco-exist at Yahoo, we question whether their dual presence on the Company's board is in the bestinterests of shareholders. While we respect the individual qualifications of directors Bartz and Yang forservice on the Company's board (although Mr. Yang's rejection of Microsoft's 2009 takeover bidand Ms. Bartz' inability to increase shareholder value during her tenure as CEO may cause shareholdersto question whether their performance at Yahoo), recent events raise the possibility that whateverpositive working relationship they may once have had is now irreparably damaged, which could havea corrosive effect on the collegiality of the board.
We believe the board should have addressed this issue in advance of the upcoming annual meeting. Wenote that the Company's Corporate Governance Policies call for any director who changes his or herprincipal occupation "to tender his/her resignation to the nomination and governance committee, so thatthere is an opportunity for the board, through the nomination and governance committee, to review thecontinued appropriateness of board membership under the new circumstances." We believe that,pursuant to this policy, Ms. Bartz should have tendered her resignation to the Company's boardfollowing her dismissal from Yahoo and that the nominating and governance committee should havemet to consider her membership and reported to shareholders its reasons for retaining her as adirector. To the best of our knowledge, none of these actions occurred. As a result, we believe a voteagainst Mr. Kovacevich, as chairman of the nominating and governance committee, is justified.
Nominee HENNESSY is the president of Stanford University ("Stanford"), which maintains variousbusiness and charitable dealings with the Company that represent less than 0.1% of Stanford's annualrevenue. The Company states in its most recent proxy statement that a board member also serves on theStanford board of trustees. The University's website indicates that as of October 2011, director JerryYang is a member of the Stanford board of trustees. Generally, we question the need for the Companyto engage in charitable relationships with foundations or universities that employ the Company'sdirectors. We view such relationships as potentially creating conflicts for directors, as they may beforced to weigh their own interests in relation to shareholder interests when making board decisions.
As discussed in previous Proxy Papers, we note that the Company has failed to provide clear disclosureof the aggregate dollar value of the transactions in question, which include, among others, researchgrants, charitable donations by Company executives, matching donations by the Cisco Foundation, andlicensing agreements. However, we note that Stanford recorded total revenue of approximately $3.5billion for the year ended August 31, 2010, as disclosed in Stanford's 2010 Annual Report. As such,barring more substantive disclosure from the Company, we can infer that the value of the foregoingtransactions amounted to no more than $3.5 million.
We believe that Stanford's dealings with the Company call into question Mr. Hennessy's independentjudgment. In our view, the Company should fully disclose the amount and nature of transactions thatmight reasonably impair a director's ability to act in shareholders' best interests.
In addition, Mr. Hennessy is a member of the nomination and governance committee, and in that role,
Cisco Systems, Inc. 2011 Annual Meeting 10 Glass, Lewis & Co., LLC
should set an example for conflict-free service. Further, we believe this committee should consist solelyof independent directors.
We do not believe there are substantial issues for shareholder concern as to any other nominee.
Accordingly, we recommend that shareholders vote:
AGAINST: Hennessy; Kovacevich
FOR: All other nomineesBiographical details for the current directors can be found on pages 4-7 of the Company's proxy statement.
Cisco Systems, Inc. 2011 Annual Meeting 11 Glass, Lewis & Co., LLC
Proposal 2.00: Amendment to the 2005 Stock IncentivePlan
FOR
COMPANY INFO
Outstanding Shares(07/29/11):5,435,000,000Market Cap (10/31/11):$99,413,450,000GICS Sector Number:4520GICS Sector Name:Technology Hardware andEquipment
PLAN FEATURES
Plan Title:2005 Stock Incentive PlanAmendment or new plan?:AmendmentEligible participants:Employees, officers,non-employee directors andconsultantsAdministrators:Compensation committeeAward types permitted:Stock options, SARs, restrictedstock and RSUsVesting provisions:Determined by compensationcommittee; awards generally vestover 4 yearsOther Features:
Repricing rights/language?Repriced in last 3 yrs?Allows accelerate vesting?Evergreen provisions?Regranting provisions?Reload provisions?Single-trigger change of control?Non-employee directors get options?Full-value grant multiplier specified?Allows transfer of options?Fair Market Value minimum?Disclosed exec. ownership guideline?Specifies Performance criteria?
REQUESTED SHARES Number of shares requested: N/ANumber of shares available as of fiscal year end: 255,189,582Potential dilution based on number of shares requested: N/ARequested increase as % of outstanding shares: N/A
COSTS ANALYSIS Projected cost: $1,057,193,830Likely annual grant (#): 64,300,000
Company Peer Avg. 1 Std DevAnnual Cost as % of Revenue 2.42% 3.00% 6.47%Annual Cost as % of Operating CF 9.84% 15.30% 25.25%Annual Cost as % of Enterprise Value 1.40% 1.25% 2.05%Annual Cost per employee $14,719 $8,424 $17,979 Expensed Cost: $1,620,000,000 Company Peer Avg. 1 Std DevExpensed Cost as % of Revenue 3.71% 1.21% 2.76%Expensed Cost as % of Operating CF 15.08% 9.55% 21.74%Expensed Cost as % of EnterpriseValue 2.15% 1.49% 3.29%
Existing size of pool Pro-forma available pool Grants to execs Pace of historical grant
OthersP F N/A
Repricing Authority Other Features
Program Cost Analyses P F N/A
Projected cost as % of operating metrics Projected cost as % of enterprise value Projected cost per employee Expensed cost as % of operating metrics Expensed cost as % of enterprise value
Cisco Systems, Inc. 2011 Annual Meeting 12 Glass, Lewis & Co., LLC
Total PotentialDilution
Three-YearAverage Burn
Rate
Grants to CEO(last FY)
Grants to NEOs(last FY)
CSCO 18.3% 1.2% 0.5% 2.0%
Peer Median 19.5% 2.6% 8.0% 21.2%
Peer Average 24.0% 3.5% 9.9% 22.0%* Peers are based on the Industry Group segmentation of the Global Industrial Classification System (GICS).
This proposal seeks shareholder approval of an amendment to the 2005 Stock Incentive Plan. Theamendment will not increase the number of shares available for grant under the plan. Rather, ifapproved, the amendment would extend the termination date of the plan to the 2021 annual meeting andwould add the performance metrics of total shareholder return, operating cash flow and operatingexpense to the definition of "Performance Goal" used for purposes of Section 162(m) of the InternalRevenue Code.
Some of our analyses involve comparisons of the Company to its peers. Unless noted, the peer groupselected for this analysis includes 39 companies in the technology hardware & equipment industry withmarket capitalizations between $4 billion and $176 billion.
Analysis of the Proposed Plan:
We recommend that shareholders vote FOR this plan. This plan passed all of our tests and we did notfind any reason for shareholders to object to this plan.
We estimate that the Company will issue equity-based awards with an annual cost of approximately$1.06 billion.
Review of Performance Criteria:
ApplicableAward Types Performance-based RSUs
PerformanceMetrics
(i) operating income, operating cash flow and operating expense; (ii) earnings before interest, taxes,depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales; (vii) revenue; (viii)profits before interest and taxes; (ix) expenses; (x) cost of goods sold; (xi) profit/loss or profit margin; (xii)working capital; (xiii) return on capital, equity or assets; (xiv) earnings per share; (xv) economic value added;(xvi) stock price; (xvii) price/earnings ratio; (xviii) debt or debt-to-equity; (xix) accounts receivable; (xx)write-offs; (xxi) cash; (xxii) assets; (xxiii) liquidity; (xxiv) operations; (xxv) intellectual property (e.g., patents);(xxvi) product development; (xxvii) regulatory activity; (xxviii) manufacturing, production or inventory; (xxix)mergers and acquisitions or divestitures; (xxx) financings; (xxxi) customer satisfaction; and/or (xxxii) totalshareholder return, each with respect to the Company and/or one or more of its affiliates or operating units
Notes Total shareholder return and operating cash flow (as well as earnings per share) will be the performancemetrics used for the performance-based RSUs that will be awarded to executive officers in fiscal 2012.
Cisco Systems, Inc. 2011 Annual Meeting 13 Glass, Lewis & Co., LLC
Discussion of Analysis Results:Analysis: Comparison to Financial Performance - Projected CostResult: Within One Standard Deviation RangeWe have undertaken an extensive analysis of the likely annual cost of this program compared with thefinancial metrics of the Company and a similar analysis of the equity-based compensation programs ofthe Company's principal peers. Our model and analysis reveal that the likely annual cost of the proposedequity compensation plan is within one standard deviation of the average cost of similar programs forall financial metrics that we tested.
Analysis: Comparison to Financial Performance - Expensed CostResult: Within One Standard Deviation RangeWe have also undertaken an extensive analysis of the equity compensation cost expensed by thecompany compared with the financial metrics of the Company and a similar analysis of the Company'sprincipal peers. Our model and analysis reveal that the equity compensation expense is within onestandard deviation of the average of similar programs for only a few financial metrics that we tested.
Analysis: Comparison to Enterprise Value- Projected CostResult: Within One Standard Deviation RangeIn our analysis, we compared the likely annual cost of the equity-based compensation plan to enterprisevalue and found that percentage to be within one standard deviation of the average of the same metricfor the Company's peers. We also note that the proposed plan and the associated equity-basedcompensation puts the Company at or above the median of that peer group.
Analysis: Comparison to Enterprise Value- Expensed CostResult: Within One Standard Deviation RangeWe also compared the equity compensation cost expensed by the Company to enterprise value andfound that percentage to be within one standard deviation of the average of the same metric for theCompany's peers.
Analysis: Projected Per Employee CostResult: Within One Standard Deviation RangeOur analysis includes an evaluation of whether the likely future grants are excessive on a per-employeebasis compared with the group of peer companies. While we recognize that different companies maychoose to compensate their employees with differing relative levels of cash and equity-basedcompensation, we believe this is a helpful measure of whether the plan is substantially oversized, giventhe industry's norms. It is also true that companies each include different groups of employees in theirgrantee pool; we still find this metric valuable as a way of assessing whether the plan is as efficient as itcould be. Accordingly, we only look to be sure that the Company is not more than one standarddeviation away from the industry average in terms of equity-based compensation per employee. Here,although we project that the Company will pay more in equity-based compensation to its employeesthan more than half its peers, we find that the Company is within that one standard deviation metric.
In summary, we recommend that shareholders vote FOR this proposal.
Cisco Systems, Inc. 2011 Annual Meeting 14 Glass, Lewis & Co., LLC
Proposal 3.00: Advisory Vote on Executive Compensation FOR
Glass Lewis Ratings
Structure DisclosureFair Fair
Pay for Performance Grades C D C
2009 2010 2011
This proposal seeks shareholder approval of a non-binding, advisory vote on the Company's executivecompensation. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the"Dodd-Frank Act"), all publicly-traded US companies, with limited exceptions, are required to hold thisshareholder advisory vote in 2011.
In general, Glass Lewis' analysis is centered on four major aspects of a company's executivecompensation practices: (i) overall compensation structure; (ii) disclosure of compensation policies andprocedures; (iii) the amounts paid to executives; and (iv) the link between pay and performance.
Summary Compensation Table
Named Executive Officers Base SalaryBonus & NEIPEquity Awards¹ Total Comp
John T. Chambers, Chairman and Chief Executive Officer $375,000 - $11,140,650 $11,526,675
Frank A. Calderoni, Executive Vice President, Chief Financial Officer $630,000 - $6,449,850 $7,101,333
Gary B. Moore, Executive Vice President, Chief Operating Officer $699,808 - $9,849,850 $10,583,620
Randy Pond, Executive Vice President, Operations, Processes and Systems $800,000 - $6,449,850 $7,260,875
1 Valuation based on unamortized cost of grants made during the past fiscal year using proprietary assumptions.
Pay-Setting Process
The compensation committee engaged Frederic Cook as its compensation consultant during the pastfiscal year. (Compensation consulting fees: N/D; Other fees: $0)The Company discloses that the compensation committee discusses risk in making executivecompensation decisions.
CEO to Avg NEO Pay: 1.28 : 1
Cisco Systems, Inc. 2011 Annual Meeting 15 Glass, Lewis & Co., LLC
Compensation Program Features/Market Best Practices
Clawback Provisions Share Ownership Guidelines
Mandatory Deferral of Bonuses Internal Pay Equity
Anti-Hedging Rules STI-LTI Balance
No Excise Tax Gross-Ups Post-Vesting Holding Requirements
Peer Group Analysis
The Company sets NEO compensation using two peer groups (a primary and secondary peer group,which consisted of 19 and 14 companies, respectively). Total NEO compensation is targeted at the 65thpercentile of the initial peer group. However, the compensation philosophy for the Company's CEO hasbeen to set his base salary "significantly below the 50th percentile of the initial peer group".
Market Cap 1 CEO Comp2 TSR3
75th Percentile of Peer Group $146.8 billion $19.3 million 20.1%
Median of Peer Group $83.5 billion $12.5 million 10.7%
25th Percentile of Peer Group $30.0 billion $9.0 million -0.7%
Company $137.7 billion $12.9 million -15.5%(73rd %ile) (51st %ile) (4th %ile)
1 As of December 31, 2009. Source: Thomson ONE Banker2 As disclosed in each company's most recent proxy statement. 3 Total shareholder return for the 2010 calendar year. Source: Thomson ONE Banker.
Cisco Systems, Inc. 2011 Annual Meeting 16 Glass, Lewis & Co., LLC
Executive Compensation Structure - Synopsis Fixed
The base salaries of NEOs did not increase significantly during the past fiscal year
Short-Term Incentives
Executive Incentive Plan (EIP)Awards granted during the past fiscal year: CashTarget payouts: $2.0 million for the CEO and between $787,500 and $1.1 million for other NEOs Individual limits: $6.1 million for the CEO and between $2.4 million and $3.2 million for other NEOs
Metrics:
Revenue¹ Operating income¹ Customer
satisfaction score² Individual
performance
(Individual)
Absolute Absolute Absolute Absolute
Weighting³ N/A N/A N/A N/A
Threshold Performance N/D N/D
Target Performance $43.70 billion $11.40 billion
Maximum Performance N/D N/D
Actual Performance $43.20 billion $11.60 billion
Notes: Awards under this plan are calculated by multiplying base salary with multipliers under each of the factorsabove, formed by the extent in which the above factors achieved target. The CEO's award is determined inconsideration of peer group CEO incentive awards. In light of the erosion in shareholder value in fiscal 2011, thecompensation committee exercised its negative discretion under the EIP and reduced the calculated EIP paymentfor each NEO to $0.
¹The aggregate of the first and second half target and actual performance. ²The Company's composite customer satisfaction score, which was derived from the results of an annual customer satisfaction survey, was above thetarget of 1.0 but slightly below the maximum score of 1.12 because the Company did not achieve or exceed the customer satisfaction goal in twocategories. The compensation committee exercised negative discretion to reduce the customer satisfaction factor to 1.09, slightly below the maximum of1.12. ³The company performance factor (revenue and operating income) ranges from 0.0 to 2.0, the customer satisfaction factor has a maximum multiplier of1.12, and the individual performance factor has as maximum multiplier of 2.0.
Long-Term Incentives
2005 Stock Incentive PlanAwards granted during the past fiscal year: RSUs and PRSUsTarget payouts: 285,000 shares for the CEO and 165,000 shares for each of the other NEOsIndividual limits: 379,050 shares for the CEO and 219,450 shares for each of the other NEOsVesting/Performance period: Awards vest over a period of four yearsAllocation: Awards are generally granted in 50% PRSUs and 50% RSUs
Metrics for PRSUs:
Revenue Earning per share (EPS)
Absolute Absolute
Weighting 50% 50%
Threshold Performance N/D N/D
Target Performance $43.80 billion $1.60
Maximum Performance N/D N/D
Cisco Systems, Inc. 2011 Annual Meeting 17 Glass, Lewis & Co., LLC
Notes: In light of the erosion of shareholder value in fiscal 2011, the compensation committee exercised its negativediscretion and decided that no NEOs would receive a performance-based equity award for fiscal 2011.
Cisco Systems, Inc. 2011 Annual Meeting 18 Glass, Lewis & Co., LLC
Glass Lewis' Analysis
Glass Lewis expects firms to fully disclose and explain all aspects of their executives' compensation insuch a way that shareholders can comprehend and analyze the company's policies and procedures. Incompleting our assessment, we consider, among other factors, the appropriateness of performancetargets and metrics, how such goals and metrics are used to improve Company performance, the peergroup against which the Company believes it is competing, whether incentive schemes encourageprudent risk management and the board's adherence to market best practices. Furthermore, we alsoemphasize and evaluate the extent to which the Company links executive pay with performance.
Overall Structure Fair
We note the following concerns with the structure of the Company's compensation programs:
Narrow Performance Conditions. The Company's short- and long-term incentive arrangements arebased, in part, on similar metrics. We are concerned that this policy allows for a high level of pay-out (orlack thereof) for hitting similar targets. We believe the best compensation policies are based on a varietyof performance metrics, which better gauge a Company's overall financial health and performance.
Absolute Metrics. Awards granted under the LTI plan are solely determined by absolute performancemeasures. In Glass Lewis's view, the sole use of absolute metrics under long-term incentive plans isinappropriate, as they may reflect economic factors or industry-wide trends beyond the control ofexecutives, rather than the executives' own individual performance. However, we do note that for fiscal2012, one of the financial performance metrics will be TSR compared to the S&P 500 InformationTechnology Index.
Change of Control Provisions. We are concerned that the Company provides for the immediate vestingof certain equity awards and waiver of performance conditions upon a change in control of theCompany. This provision may discourage potential buyers from making an offer for the Company bothbecause the purchase price will be higher and because substantial numbers of employees may earnsignificant amounts of money and decide to leave their positions with the Company. In short, we believethat this sort of provision may lower the chances of a deal, lower the premium paid to shareholders in atakeover transaction or both.
Overall Disclosure Fair
We note the following concern with the Company's disclosure with regard to its compensation policiesand procedures:
Performance Goals Not Disclosed. The Company has failed to provide a clear description of thethreshold and maximum performance levels under the LTI plan. We believe clearly definedperformance targets are essential for shareholders to fully understand and evaluate the Company'sprocedures for quantifying performance into payouts for its executives.
Pay for Performance 2011: C
As indicated by Glass Lewis' pay-for-performance model (see page 4), the Company has adequatelyaligned executive pay and corporate performance in the past year. At this point in time, Glass Lewis hasnot identified pay-for-performance issues with this Company that should be of substantial concern toshareholders.
Voting Results of Previous Annual Meeting
Cisco Systems, Inc. 2011 Annual Meeting 19 Glass, Lewis & Co., LLC
At the Company's last annual meeting held on November 18, 2010, shareholders voted on an AdvisoryVote on Executive Compensation. The vote results are as follows:
For Against Abstain¹ Broker Non-Votes
Advisory Vote on Executive Compensation 3,167,930,479 523,947,104 18,217,456 875,966,660
1 Abstentions have the same effect as a vote against the proposal
Summary
Overall, the Company has designed an executive compensation program that adequately links pay withperformance, with some exceptions.
Executives were eligible for performance-based cash awards and equity awards which were evenly splitbetween time-based RSUs and PRSUs. We are encouraged to see that rather than lowering performancetargets compared to last year's target and actual performance levels (as it did in fiscal 2010), thecommittee increased performance targets under the STI and LTI plans for fiscal 2011. However, we areconcerned that the LTI plan does not sufficiently track the long-term performance of the Company; theactual level of PRSUs earned is based on revenue and EPS achievement over two six-monthperformance periods. Furthermore, the revenue metric is also used to determine a portion of annual cashawards, which may result in a narrow company performance focus and rewards executives twice forachieving one performance goal. We believe long-term performance opportunities should be based onthe achievement of long-term, relative goals in order to align the long-term interests of managementwith that of shareholders. As we believe the use of six month performance cycles mitigates the risk offorfeiture and shifts what should be "at risk" compensation closer to a guaranteed payment, we areencouraged to see that for fiscal 2012, 100% of the CEO's and 75% of other NEO's equity incentiveawards will be determined based on the achievement of financial performance goals over a three-yearperformance period. This year, all metrics under the LTIP were absolute; for fiscal 2012, one of thefinancial performance metrics will be TSR compared to the S&P 500 Information Technology Index.
Last year, the Company cited the "uncertain economic conditions and forecasts on the date of grant" asthe rationale for discontinuing the use of performance-based awards in fiscal 2010. Although theCompany reinstated the performance-based portion of the plan this year, no performance-based awardswere granted under this plan due to the "erosion of shareholder value". Rather, the compensationcommittee granted about $40.3 million in time-vesting RSUs under the LTIP. Such awards werebenchmarked at the 75th percentile of the Company's initial peer group. As such, we question theeffectiveness of these incentive plans when executives are receiving substantial non-performance basedpayouts despite the lack of shareholder value growth. Additionally, we believe the practice of abovemedian benchmarking is generally inconsistent with creating a tight link between pay and performance,and executives received considerable equity grants which only represented 50% of awards they wereeligible for this year. However, we are encouraged to see that the Company reconsidered this practice inits design of the fiscal 2012 compensation program, and intends to change the target for long-termequity awards from the 75th percentile to the 50th percentile of its peer group. Executives will have theopportunity to earn awards at the 75th percentile based on superior performance. We believe all thesechanges are steps toward best-market practice.
Furthermore, it is important for shareholders to note that at the Company's last annual meeting held onNovember 18, 2010, the Company's advisory resolution on executive compensation received thenegative vote of approximately 14% of voting shares. While we had recommended that shareholdersvote against the advisory resolution on executive compensation in our previous Proxy Paper, uponreview of the Company's executive compensation program for fiscal 2011 and the pending changes to
Cisco Systems, Inc. 2011 Annual Meeting 20 Glass, Lewis & Co., LLC
the incentive plans, we believe the Company has sufficiently addressed the concerns we had identifiedduring the previous fiscal year. The Company lists various changes made to its executive compensationprogram, which include increasing the portion of performance-based equity, lowering equitycompensation benchmarks from 75th percentile to 50th, increasing the performance period forperformance-based equity to three years and adding a relative TSR performance metric to the LTIP.Furthermore, the Company states that total direct compensation decreased approximately 60% fromfiscal 2010.
The Company did not grant any performance awards this year and paid moderately less than its peerswhile performing moderately worse than its peers. While we are concerned that this year's LTI plandoes not sufficiently promote a long-term focus among executives, we do note the Company's intentionto implement changes in the upcoming year that alleviate these concerns. Furthermore, the Companyaligned executive compensation with performance during the past fiscal year, as indicated by ourpay-for-performance analysis on page 4. In light of the Company's success in aligning pay withperformance during the past fiscal year and the positive changes made to its executive compensationprogram, we believe it is appropriate for shareholders to support this proposal.
Accordingly, we recommend that shareholders vote FOR this proposal.
Cisco Systems, Inc. 2011 Annual Meeting 21 Glass, Lewis & Co., LLC
Proposal 4.00: Frequency of Advisory Vote on ExecutiveCompensation
1 YEAR
This proposal gives shareholders the opportunity to determine the frequency of future advisory votes onexecutive compensation. Shareholders may indicate whether they want the advisory vote to occur everyone, two or three years. Under Section 14A(a)(2) of the Exchange Act, companies are required to submitfor shareholder consideration resolutions on the frequency of such votes at least once every six years.
Because this shareholder vote is non-binding and advisory in nature, the Company notes in its proxystatement that the board will take into account the preferences of shareholders when considering thefrequency with which it will hold advisory votes on executive compensation, but may decide that it is inthe best interest of shareholders to hold the vote more or less frequently.
Board’s Perspective
The board asks shareholders to support a frequency of every year (an annual vote) for future advisoryvotes on executive compensation.
Glass Lewis’ Analysis
Glass Lewis believes that the advisory vote on executive compensation serves as an effectivemechanism for promoting dialogue between investors and company management and directors,enhancing transparency in setting executive pay, improving accountability to shareholders, andproviding for a more effective link between pay and performance. In cases where shareholders believethe Company’s compensation packages may be excessive, we believe such a vote may compel the boardto re-examine, and hopefully improve, its compensation practices.
In our view, shareholders should be allowed to vote on the compensation of executives annually. Webelieve that the time and financial burdens to a company with regard to an annual vote are outweighedby the benefits to shareholders and the increased accountability. Implementing biannual or triennialvotes on executive compensation limits shareholders’ ability to hold the board accountable for itscompensation practices through means other than voting against the compensation committee. For thisreason, unless a company provides compelling arguments otherwise, we will generally recommend thatshareholders support the holding of advisory votes on executive compensation every year.
In this case, we agree with the board that an annual advisory vote on executive compensation is in thebest interests of shareholders.
Accordingly, we recommend that shareholders vote for the advisory vote on executive compensationfrequency of ONE YEAR.
Cisco Systems, Inc. 2011 Annual Meeting 22 Glass, Lewis & Co., LLC
Proposal 5.00: Ratification of Auditor FOR
The Company proposes that PricewaterhouseCoopers serveas the Company's independent auditor for 2012.PricewaterhouseCoopers has served as the Company'sauditor for at least the last 23 years.
During the last fiscal year, the Company paidPricewaterhouseCoopers audit fees of $15,505,000,audit-related fees of $1,385,000 and tax fees of $7,380,000.All other fees totaled $55,000.
We believe the fees paid for non-audit related services arereasonable as a percentage of all fees paid to the auditor. TheCompany appears to disclose appropriate information aboutthese services in its filings.
Accordingly, we recommend that shareholders vote FORratification of the appointment of PricewaterhouseCoopers
as the Company's auditor for fiscal year 2012.
Cisco Systems, Inc. Auditor Fees
Cisco Systems, Inc. 2011 Annual Meeting 23 Glass, Lewis & Co., LLC
This shareholder proposal resolves to amend the Company's bylaws to create a board committee onenvironmental sustainability, as follows:
Text of Resolution- RESOLVED: To amend the corporate Bylaws, by inserting the following newSection 5.08:
Section 5.08 Board Committee on Environmental Sustainability : There is established a BoardCommittee on Environmental Sustainability. The purpose of the committee is to review thecompany’s corporate policies, above and beyond matters of legal compliance, in order to assess,and make recommendations to enhance, the company’s policy responses to changing conditionsand knowledge of the natural environment, including but not limited to, natural resourcelimitations, energy use, waste disposal, and climate change. Policy responses should include,among other things, an assessment of the company’s disclosure of quantitative environmentalmetrics.
The Board of Directors is authorized in its discretion, consistent with these bylaws and applicablelaw to: (1) designate the membership of the committee, (2) provide the committee with funds foroperating expenses, (3) adopt a charter or resolution to specify the powers of the committee, (4)empower the committee to solicit public input and to issue periodic reports to shareholders andthe public, at reasonable expense and excluding confidential information, on the Committee’sactivities, findings and recommendations, and (5) adopt any other measures within the Board’sdiscretion consistent with these Bylaws and applicable law.
Nothing herein shall restrict the power of the Board of Directors to manage the business andaffairs of the company. The Board Committee shall not incur any costs to the company except asauthorized by the Board of Directors.
We note that a similar resolution received 4.2% support at the 2010 annual meeting, excludingabstentions and broker non-votes.
We also note that as a by-law amendment, this shareholder proposal is binding and, if approved, willtherefore be implemented as drafted.
Proponent's Perspective
The proponent, John C. Harrington,offers the following four main reasons why shareholders shouldvote for this proposal:
Issues related to environmental sustainability might include, but are not limited to: global climatechange, emerging concerns regarding toxicity of materials, resource shortages and biodiversityloss;Adoption of this proposal would help restore the Company's position in the area of sustainability,which is an area of increasing concern to investors and policy makers;
Cisco Systems, Inc. 2011 Annual Meeting 24 Glass, Lewis & Co., LLC
In October 2009, the Company was removed from the NASDAQ Global Sustainability Index dueto inadequate disclosure of quantitative environmental metrics; andEstablishing a separate board committee on sustainability is necessary to ensure that the board willbe better able to address sustainability on an ongoing basis.
Board's Perspective
The board offers the following eight main reasons why shareholders should vote against this proposal:
The Company has devoted considerable ongoing efforts to designing its products to reduceenvironmental impacts, designing products that allow its customers to reduce the environmentalimpacts of their own operations, reducing the environmental impact of product packaging on theenvironment, and improving recycling opportunities for products, and enchanting the efficiencyand environmental impact of internal operations; The Company has received recognition for its environmental sustainability initiatives;Amending the Company's bylaws is unnecessary given its policies, practices and procedures andthe significant time and attention it currently devotes to sustainability issues;The Company is pursuing greater sustainability in its operations, including an ISO 14001-certifiedenvironmental management system, and the active engagement of its employees throughout thebusiness with regard to environmental sustainability issues;The Company is using network technologies to promote environmental sustainability and createsolutions for energy and resource management; The Company's environmental vision and strategy is managed by its EcoBoard, which wasestablished in 2006 and includes senior executives who represent key global business functionsand provide comprehensive representation from all parts of the Company's operations;The Company reports on the environmental topics identified by the Global Reporting Initiativeand assesses its environmental impact though stakeholder engagement; andIn 2010, the Company engaged an environmental consultant to assist in its environmentalperformance and as a result of this consultation has been included on the NASDAQ OMX CRDGlobal Sustainability Index since November 2010.
Glass Lewis' Analysis
Glass Lewis believes that the formation of board committees and policies related thereto are typicallybest left to management and the board, absent a showing of egregious or illegal conduct that mightthreaten shareholder value. We view environmental and social issues expertise as a positive attribute ofa diverse board of directors, particularly at an international technology and computer software firm suchas the Company. However, we believe that the board is in the best position to determine andrecommend which specialized committees are desirable, in light of the Company's unique needs.Shareholders can hold board members accountable for their decisions on these issues through theelection of directors.
We do, however, believe that companies should actively evaluate risks to shareholder value stemmingfrom environmental impacts and firm activities along entire supply chains. When reviewing aCompany's approach to environmental risk, Glass Lewis considers: (i) the relevant company’s currentlevel of disclosure; (ii) the level of sustainability disclosure available at the firm’s peers; (iii) theindustry in which the firm operates; (iv) the level and type of sustainability concerns/controversies at therelevant firm, if any; and (v) the level of board oversight of sustainability issues.
The Company has disclosed a significant amount of information regarding a vast array of environmental
Cisco Systems, Inc. 2011 Annual Meeting 25 Glass, Lewis & Co., LLC
issues to shareholders on its website, where it provides investors with information regarding specificinitiatives, such as its environmental advocacy and partnerships, its approach and commitment toenvironmental issues, its efforts to increase efficient work practices, details regarding its energyefficient data centers and work spaces, and its product innovation and stewardship. Additionally, theCompany produces an annual Corporate Social Responsibility Report that further details its environmental performance, including its environmental strategy and highlights of its annualenvironmental performance. This annual report, which was informed by the Global Reporting Index("GRI") sustainability reporting guidelines, provides information about the Company's use of renewableenergy, avoided carbon emissions, greenhouse gas emissions reductions, product reclamation, and wastestream, among others. The Company also routinely provides audits of members of its supply chain toensure compliance with its sustainability standards and discloses the results of those audits on itswebsite. Members of the Company's supply chain are questioned about their management of chemicalsand hazardous materials as well as their management of pollution, among other things.
Regarding the Company's board oversight of environmental issues, the Company has developed anEcoBoard, which consists of executives who represent key business functions, in order to steer itsenvironmental strategy. The Company states that this EcoBoard is supported by a Green Task Force thatimplements operational change. Both the EcoBoard and the Task Force "promote innovation throughcross-functional collaboration and a wide-reaching network of contacts across the business." Whilecross-functional teams working on environmental initiatives is an effective means by which companiescan implement sustainability initiatives, we would prefer to see board oversight of issues such assustainability and corporate social responsibility. According to a 2010 report by Calvert AssetManagement and the Corporate Library, 65% of firms in the S&P 100 provide for sustainabilityoversight through at least one committee. In one-third of these cases, "the committee concerned is astandard committee (such as Nominating or Audit committee) which has no specific corporateresponsibility-related word in its name." Further, according to this report, nearly the entire Technologysector, of which the Company is a member, had some level of board oversight of sustainability, with theonly exceptions being Apple, Oracle, and Xerox. ("Board Oversight of Environmental and Social Issues:An Analysis of Current North American Practice". Calvert Asset Management and The CorporateLibrary. 2010).
Regarding peer firm disclosure, we note that QUALCOMM, Inc. (NYSE: QCOM) provides a section onits website that highlights its environmental initiatives, including its efforts towards energy efficiency,mitigating climate change, its environmental policy, and awards received for its environmentalperformance. Regarding QUALCOMM's oversight of sustainability issues, it does not have a committeededicated to environmental sustainability, however its governance committee is charged with annuallyreceiving and reviewing a report on its policies and programs concerning corporate citizenship andsocial responsibility. A further peer, Hewlett-Packard Company (NYSE: HPQ) has a section of itswebsite dedicated to its environmental sustainability programs, including its commitment tosustainability, information regarding product recycling and reuse, and other environmental resources. Itdoes not appear that Hewlett-Packard has a board committee dedicated to or maintains board leveloversight of issues related to environmental sustainability.
While it does not appear that either the Company or its peers maintain explicit board level committeesthat oversee environmental or social issues, we do note that all three companies have responded to theCarbon Disclosure Project ("CDP") in 2011. The CDP, acting on behalf of a partnership of 551institutional investors with $71 trillion in assets under management and 60 purchasing organizations,advocates improved disclosure of climate change data through responses to comprehensive annualquestionnaires. The CDP issues reports and collects data on carbon emissions, water management,public procurement, and supply chain information, among others. In 2010, the CDP collected responses
Cisco Systems, Inc. 2011 Annual Meeting 26 Glass, Lewis & Co., LLC
public procurement, and supply chain information, among others. In 2010, the CDP collected responsesfrom 3,050 companies. While not all companies are invited to disclose data through the CDP, GlassLewis generally views a company’s response as indicative of its commitment to disclosure of itsenvironmental impact and responses to that impact. Overall, we find the disclosure of the Company tobe slightly better than that provided by its peers. We note, however, that QUALCOMM provides foroversight of corporate citizenship and social responsibility issues on the board level committee, while itappears that Company and Hewlett-Packard do not.
As noted by the proponent, in 2009, the Company, along with Microsoft and Oracle, was removed fromthe NASDAQ Sustainability Index due to inadequate disclosure of quantitative environmental metrics.However, the Company was reinstated into the index on November 22, 2010. Further, the Company islisted on the United States Dow Jones Sustainability Index and the North American Dow JonesSustainability Index. Additionally, the Company was named to the CDP's Leadership Index in 2011,with a carbon disclosure score of 98, the second highest score in the Index. Scoring for this index isbased on the level of disclosure, indicating the the Company provided "clear consideration ofbusiness-specific risks and potential opportunities related to climate change and good internal datamanagement practices for understanding GHG emissions." The CDP notes, however, that a company'sscore for the purposes of this index is not necessarily reflective of a company's actions on climatechange mitigation.
We note that this is a binding resolution and that its terms may be overly prescriptive. Especially incases where we do not have evidence that the board has acted in an egregious or illegal manner, webelieve that directors should maintain flexibility in ensuring appropriate oversight of environmentalissues. In this case, we believe that the Company has demonstrated a sincere interest and put forthsignificant effort to mitigate its environmental impact and perform its operations in a sustainablemanner, and and thus, we believe that adoption of a binding resolution may prove too prescriptive andmay therefore not serve shareholders' best interests. As such, we do not believe the proponent hasclearly demonstrated that the mandated inclusion of a committee designated to environmentalsustainability issues is a necessary or desirable use of Company resources at this time.
Accordingly, we recommend that shareholders vote AGAINST this proposal.
Cisco Systems, Inc. 2011 Annual Meeting 27 Glass, Lewis & Co., LLC
This shareholder proposal requests that the board publish a report providing a summarized listing andassessment of concrete steps the Company could reasonably take to reduce the likelihood that itsbusiness practices might enable or encourage the violation of human rights, including freedom ofexpression and privacy, or otherwise encourage or enable fragmentation of the Internet.
Text of Resolution- Shareholders request the Board to publish a report to shareholders within sixmonths, at reasonable expense and omitting proprietary information, providing a summarized listingand assessment of concrete steps the company could reasonably take to reduce the likelihood that itsbusiness practices might enable or encourage the violation of human rights, including freedom ofexpression and privacy, or otherwise encourage or enable fragmentation of the internet.
We note that a similar resolution received 34.2% support at the 2010 annual meeting, excludingabstentions and broker non-votes.
Proponent's Perspective
The proponent, Domini Social Investments, offers the following seven main reasons why shareholdersshould vote for this proposal:
The Company's general counsel, Mark Chandler, testified before the U.S. House ofRepresentatives that the key to the growth of the Internet has been the standardization of oneglobal network, a factor that has been, and remains, the core of the Company's mission; The U.S. State Department has documented how various governments, including several withwhich the Company does business, monitor, censor and jail Internet users through manipulation ofInternet technology;The Company was selected as a key supplier for building China's nation-wide IP backbone, whichis a censored and closed network;In 2008, a leaked powerpoint made clear that the Company's engineers were aware of the Chinesegovernment's repressive censorship and surveillance agenda and may have regarded this as abusiness opportunity;In May 2011, a lawsuit was filed in federal court alleging that the Company aided and abetted theChinese government's efforts to persecute dissident groups;The Company discloses no information about its compliance policies and practices to ensure thatthe Company and its agents, including low-level employees working with government clients,uphold company policies and values when presented with opportunities to violate fundamentalhuman rights of freedom of expression and privacy; and This proposal has received more than 30% support for the past four years, but the Companycontinues to resist meaningful dialogue with the proponents.
Board's Perspective
The board offers the following seven main reasons why shareholders should vote against this proposal:
The Company supports the United Nations Universal Declaration of Human Rights and the
Cisco Systems, Inc. 2011 Annual Meeting 28 Glass, Lewis & Co., LLC
The Company supports the United Nations Universal Declaration of Human Rights and theUnited Nations Global Compact and is continually evaluating and addressing human rights issueswithin its business operations and in the communities in which it operates;The Company adheres to human rights principles and invests significant time and resources toensure that its activities and policies promote and are consistent with its goals and initiativesregarding the improvement of human rights around the world; The Company's mandatory code of business conduct outlines the ethical principles that guide itsday-to-day activities, and its employee policies and guidelines substantially incorporate laws andethical principles;The Company is a member of the Electronic Industry Citizenship Coalition (EICC), and theEICC's Supplier Code of Conduct specifically addresses human rights and sustainability issues;The Company is an EICC board member and has been instrumental in the EICC's expansion;For the past six years, the Company has issued an annual Corporate Social Responsibility Reportthat address its corporate performance in areas including human rights, its progress towards theprinciples of the United Nations Global Compact, employee welfare, diversity, training anddevelopment, and business conduct, among others; While the Company understands the goals of this shareholder proposal, the preparation of anadditional report as requested by the proponents is unnecessary in light of its current adherence toopen and global standards in its product offerings and in light of its efforts and established policiesand practices with regard to human rights.
Glass Lewis' Analysis
Legal and ethical questions regarding the use and management of the Internet and the worldwide webhave been present since access was first made available to the public almost twenty years ago.Prominent among these debates are the issues of privacy, censorship, freedom of expression andfreedom of access. Glass Lewis believes that it is prudent for management to assess its potentialexposure to risks relating to the Company’s policies. As has been seen at other firms, even perceivedviolations of user privacy or censorship of Internet access can lead to high-profile campaigns that couldpotentially result in decreased customer bases or potentially costly litigation.
Internet fragmentation involves the imposition of barriers that prevent the free, unfettered flow ofinformation across the web. Internet fragmentation, or balkanization, takes a number of forms, includinggovernment imposed barriers, copyright restrictions and market-based decisions regarding firmprofitability. For example, in China the government heavily censors access to the Internet, blockingwebsites and information that is deemed forbidden by the government. As a result, the government ofthe People's Republic of China has drawn criticism from human rights organizations for its restrictionson freedoms of expression and association. We note that the Chinese government (i) requires that mediaoutlets, search engines and social networking sites censor content deemed inappropriate, (ii) hasproposed the installation of censoring software in all Chinese computers (Green Dam), and (iii) hasallegedly cut internet service in targeted areas to prevent the spread of content seen to undermine theimage of the government. (Malcolm Moore. "Chinese Vent Anger Over the Internet During UighurClashes". Telegraph.co.uk. July 7, 2009). Chinese courts have also jailed authors and editors of webpublications who have published articles critical to the Chinese government (Tania Branigan. "ChinaImprisons Uighur Webmasters for 'Endangering Security'". Guardian.co.uk. July 30, 2010). US-basedcontent providers operating in China, such as Google, Facebook, and MySpace, have grappled with thebalance of providing information while adhering to the censorship requirements of the Chinesegovernment. Other countries, such as Thailand, require the offering of a censored version of YouTubeby preventing the airing of videos that "might be seen to insult the King" (Jessica Vascellaro and
Cisco Systems, Inc. 2011 Annual Meeting 29 Glass, Lewis & Co., LLC
Geoffrey A. Fowler. "YouTube Says China Blocks Site". Wall Street Journal. March 25, 2009). Huluand Veoh, popular Internet video providers block content in certain regions to prevent costly copyrightviolations (Stan Schroeder. "My Internet is Not the Same as Your Internet". Mashable. April 27,2009). In addition, due to slow bandwidth in many regions, the cost of delivering an identical product isnot the same across all markets. Earnings from sites and services differ widely across markets. As such,companies may determine to restrict access to services and content in certain areas to enhanceprofitability.
Regarding this matter, the Company provides information on its freedom of access to information andhuman rights policies on its website. The Company also states that it requires its suppliers to adhere toits Supplier Code of Conduct, which encompasses various human rights elements. The Company statesthat its Global Policy and Government Affairs team works with governments to help develop andinfluence public policy and regulations related to its industry and that it works with the Government andLeader education programs in China. We note that the Company is a participant of the UN GlobalCompact, which provides an international forum for companies to advance their commitments to socialresponsibility and sustainability. Regarding human rights, the Global Compact espouses the followingtwo principles, which the Company has formally adopted:
Human Rights
Principle 1: Businesses should support and respect the protection of internationally proclaimedhuman rights; andPrinciple 2: make sure that they are not complicit in human rights abuses.
The Company also publicly supports the United Nations Universal Declaration of Human Rights, andprovides a statement on its website regarding the emerging issue of "Internet Use and HumanRights." In this statement, the Company offers that it "does not in any way participate in the censorshipof information by governments" but that it "cannot determine what information is regulated bysovereign nations inside their own countries." Further, the Company provides information regarding itsviews on Freedom of Access to Information where it states that it "wants everyone around the world tobe able to experience the benefits of an open Internet," and that its business practices "are designed topromote freedom of expression, privacy, and other fundamental human rights." The Company also hasa section of its website dedicated to privacy, where it discusses its privacy statement and states that ithas "internal procedures...to maintain data security and respect [its] customers' privacy."
The Company has, however, drawn criticism for its selling of "hardware to repressive nations forfiltering the Internet" (Verne Kopytoff. Tarnished Tech Firms Adopt Code of Conduct". San FranciscoChronicle. October 25, 2008) and allegedly aiding the Chinese government "with a network upgradethat significantly increased the Chinese government's ability to monitor citizens' Internet use" (LaurenBloom. "Company Values Shouldn't Stop at the Borders". TheStreet.com. August 20, 2009). Regardingthese matters, in September 2009, Virginia Representative Frank Wolf, in remarks to thebi-partisan Human Rights Commission, chastised Cisco's continuing export of "dual-use technology tothe Chinese government to use against its own people ("Rep. Wolf Opening Statement at China HearingToday". Congressional Documents and Publications. September 29, 2009). Additionally, in 2008, a90-page internal Company document was leaked to press regarding suggestions on how the Companymight service China's censorship system. Specifically, the document discusses "Networked prisons andjails" and describes how information about a suspect travels through the Company's system from thetime a suspect is first jailed until their eventual release, which the plaintiffs allege "directly aided intracking down dissidents and keeping them under oppressive surveillance" (Asher Moses. "FightingChina's Golden Shield: Cisco Sued Over Jailing and Torture of Dissidents." The Sydney Morning
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Herald. August 16, 2011). The Company sold roughly $100,000 worth of routers and switches to aid inthe development of China's censorship system, which has been refereed to as the "Golden Shield" or"the Great Firewall of China." The Company, however, insists that it did not customize these switchesand routers for China's censorship needs (Sarah Lai Stirland. "Cisco Leak: 'Great Firewall' of China Wasa Chance to Sell More Routers." Wired. May 20, 2008). Further, the Company is currently working on agovernment project in the city of Chongqing that includes creating the biggest police surveillancesystem in the world. The Company, however, states that it is not customizing equipment for this projectin order to help any government censor content, intercept communications, or track users and that it onlysells the Chinese government standard-issue, general network equipment (" Enabling China." The NewYork Times (editorial). July 24, 2011).
In the past year, two lawsuits have been brought against the Company due to human rights concerns. InJune 2011, the Company was sued by Chinese political prisoners who allege that the Companyprovided the Chinese Communist Party with the technology to monitor, censor and suppress the Chinesepeople. This case, which was filed in the U.S. District Court in Maryland, alleges that the Companyhas earned an estimated $500 million in profits on sales to China and that it holds 60% of the marketshare of routers, switches and other networking gear (Asher Moses. "Fighting China's Golden Shield:Cisco Sued Over Jailing and Torture of Dissidents." The Sydney Morning Herald. August 16, 2011). Additionally, in May 2011, another lawsuit was filed against the company that accuses the Company ofaiding the Chinese government in monitoring and jailing members of the Falun Gong by helping todevelop the Golden Shield project. The lawsuit, which was brought on behalf of Chinese politicalprisoners, including several who were tortured, killed or are missing due to the technology provided tothe Chinese Communist Party by the Company, alleges that the Company's senior executives knew ofthe campaign of torture and persecution of Falun Gong practitioners in China, but neverthelessauthorized and participated in the Gold Shield project. The complaint also claims that the Companymarketed its software as being able to recognize "over 90% of Falun Gong pictorial information" byidentifying and analyzing Internet activity that is unique to Falun Gong practitioners and then usingthese "digital signatures" to track them (Asher Moses. "New Evidence Links Cisco to Jailing and Tortureof Chinese." The Sydney Morning Herald. September 6, 2011). Moreover, another document that thelawsuit claims was used by the Company's sales teams describes a broad public security database thatcontains information on Chinese citizens, including "key personnel of 'Falun Gong' evil cultorganization," and can be used to filter content deemed sensitive by the Chinese government (SominiSengupta. "Group Says It Has New Evidence of Cisco's Misdeeds in China." The New York Times. September 2, 2011).
Certain investors have also expressed significant concerns over the Company's potential complicity inhuman rights violations, as evidenced by the fact that this shareholder proposal has received 32.3%,33%, and 34.2% shareholder support, excluding abstentions and broker non-votes, at the Company's2008, 2009, and 2010 meetings, respectively. Further, Boston Common Asset Management announcedin January 2011 that it had divested of its holdings in the Company due in part to the Company's weakhuman rights risk management and poor response to investor concerns regarding these issues (" PressRelease: Weak Commitment to Human Rights Factors into Boston Common's Decision to Divest ofCisco Systems." Boston Common Asset Management. January 10, 2011).
Maintaining business operations in China presents companies with significant risks, includingreputational, legal and operational risks. For example, in 2010 it was announced that more than 20 U.S.companies had been the victims of cyber attacks that originated within China. Google, the company thatinitially began investigations on these attacks, stated that the primary goal of the attackers wasaccessing the Gmail accounts of human rights activists and that upon investigation, the Gmail accountsof dozens of U.S., China and Europe-based Gmail users who are advocates of human rights in China
Cisco Systems, Inc. 2011 Annual Meeting 31 Glass, Lewis & Co., LLC
of dozens of U.S., China and Europe-based Gmail users who are advocates of human rights in Chinahave routinely had their email accounts accessed by third parties (David Drummond. "A New Approachto China." The Official Google Blog. January 12, 2010). Prior to the discovery of these attacks, theChinese government had imposed requirements that its users searches be censored in order to not bringup results that provided information that the Chinese government deemed inflammatory or potentiallydangerous, including information regarding independence movements. These cyber attacks, however,caused Google to discontinue its government-mandated censoring of its China search engine, andinstead re-route visitors to its Hong Kong website, which was not subject to the same censorshiprestrictions. Of this decision, senior vice president and chief legal officer, David Drummond stated, "theChinese government has been crystal clear throughout our discussions that self-censorship is anon-negotiable legal requirement...We very much hope that the Chinese government respects ourdecision, though we are well aware that it could at any time block access to our services" (DavidDrummond. "A New Approach to China: An Update." The Official Google Blog. March 22, 2010).
While the Company's adherence to the UN Global Compact and the UN Universal Declaration ofHuman Rights is laudable, we are concerned about the risks presented to the Company and its investorsby its business operations with the Chinese government. Given the nature of the recent lawsuits broughton behalf of Chinese prisoners, investor concerns over the Company's unwillingness to engage onensuring this issue is sufficiently addressed, and its continued operations in China, we believe thatshareholders could benefit from increased disclosure on the Company's efforts to ensure that itsoperations are not contributing to or encouraging the violation of human rights. Further, this proposalhas annually received roughly one-third investor support since the 2008 annual meeting, indicatingsignificant shareholder discontent regarding these issues. We are concerned that the Company'scontinued business operations in China, in conjunction with its past dealings with the Chinesegovernment as well as accusations that those dealings were in direct violation of human rights, couldexpose the Company to significant reputational risks, which could, in turn, negatively affect shareholdervalue. Given the above, we believe that further disclosure from the Company regarding the steps it istaking to ensure that its products are not contributing to human rights violations is warranted.
Accordingly, we recommend that shareholders vote FOR this proposal.
Cisco Systems, Inc. 2011 Annual Meeting 32 Glass, Lewis & Co., LLC
Proposal 8.00: Shareholder Proposal Regarding theRetention of Shares After Retirement
AGAINST
This shareholder proposal requests that the Company adopt a policy that requires senior executives toretain a significant percentage of stock acquired through equity pay programs until two years followingthe termination of their employment. The Company should report this policy to shareholders before the2012 annual meeting.
Text of Resolution- RESOLVED, Shareholders urge that our executive pay committee adopt a policyrequiring that senior executives retain a significant percentage of stock acquired through equity payprograms until two years following the termination of their employment and to report to shareholdersregarding this policy before our 2012 annual meeting of shareholders.
Proponent's PerspectiveThe proponent, James McRitchie, offers the following five main reasons why shareholders should votefor this proposal:
As a minimum, this proposal requests for a retention policy going forward, although thepreference is for immediate implementation to the fullest extent possible; The proponent recommends that the requested proposal apply to a percentage of at least 50% ofexecutives' after-tax stock and that the policy apply to future grants and awards, and alsoaddresses the permissibility of transactions such as hedging transactions;A 2009 report by the Conference Board Task Force on executive pay stated that at leasthold-to-retirement requirements give executives "an ever-growing incentive to focus on long-termstock price performance;"Requiring senior executives to hold a significant portion of stock obtained through executive payplans after the termination of employment would focus executives on the Company's long-termsuccess; andThe merit of this shareholder proposal should be considered in the context of the need foradditional improvement in the Company's executive compensation practices, compensationcommittee composition, a high amount of negative votes for a member of the nominationcommittee, and low director share ownership.
Board's PerspectiveThe board offers the following seven main reasons why shareholders should vote against this proposal:
The Company has established minimum stock ownership requirements for its executive officersand has placed prohibitions on executive officers engaging in in any speculative transactionsinvolving the Company's securities; Since July 2008, the CEO has been required to own shares of the Company's common stock witha value equal to at least five times his annual base salary and other executive officers have eachbeen required to own the Company's common stock with a value equal to at least three times hisor her annual salary, and the CEO and executive officers are required to maintain this retention ofstock until he or she leaves the Company;The CEO currently holds over 100 times his base annual salary in the Company's common stock; The Company has very specific rules against executive officers engaging in speculativetransactions that are designed to complement the objectives of the minimum stock ownership
Cisco Systems, Inc. 2011 Annual Meeting 33 Glass, Lewis & Co., LLC
transactions that are designed to complement the objectives of the minimum stock ownershiprequirement and include prohibitions on engaging in short stales, engaging in transactionsinvolving put options, call options or other derivative securities, or engaging in any other forms ofhedging transactions, such as collars or forward sale contracts; It is important to allow executives to retain flexibility in handling their personal financial affairs; This proposal does not not strike the right balance between aligning stock ownership requirementswith financial flexibility and could result in higher turnover among executive officers who wish toretain the ability to create diverse stock portfolios or liquidate a portion of their holdings ofCompany's shares in order to satisfy their expenses; None of the Company's peers impose post-employment holding requirements, thus, establishingthe requested policy could hamper its efforts to be competitive in attracting and retainingexecutive talent, or it could result in the Company having to compensate executive officers in lesseffective ways to remain competitive;
Glass Lewis Analysis
Glass Lewis recognizes that the dramatic evaporation of shareholder value as a result of the globalfinancial crisis has prompted many shareholders to seek mechanisms through which executivecompensation can be restricted and/or be more closely tied to long-term sustainable value creation.However, Glass Lewis does not believe shareholders should be directly involved in the design andnegotiation of compensation packages. Such matters should be left to the board's compensationcommittee, which can be held accountable for its decisions through the election of directors. While webelieve shareholders should be afforded the opportunity to cast a nonbinding vote on executivecompensation, we generally do not believe shareholders should support the implementation of specificcompensation restrictions. This proposal seeks to grant shareholders a role in the setting of executivecompensation policy, which we believe is a task more appropriately exercised by the board.
According to the Company's Compensation Discussion & Analysis, in July 2008 it adopted a stockownership policy for its executive officers. According to the policy, the minimum share ownershiprequirements call for the CEO to own shares of the Company's common stock having a value equal to atleast five times the CEO's base salary and for each other executive office to own shares of theCompany's common stock having a value equal to at least three times the executive officer's base annualsalary. The CEO and each other executive officer have five years from the either the date of theirrespective appointment or the date of adoption of these requirements to attain their minimum ownershiplevel. As of September 30, 2011, the CEO and a majority of the execuive officers have exceeded theminimum stock ownership requirements and other executive officers are on track to comply with theirminimum ownership requirements in the relevant time frame (2011 DEF14A, p. 44).
Further, the Company has adopted the following features in order to align its executive compensationwith long-term shareholder interests:
A compensation recoupment or "clawback" policy that applies to executive officers;Prohibitions on executive officers engaging in any speculative transaction in the Company'ssecurities, including engaging in short sales, engaging in transactions involving put options, calloptions or other derivative securities, or engaging in any other forms of hedging transactions, suchas collars or forward sale contracts; and Prohibitions on executive officers holding the Company's securities in margin accounts, withlimited exceptions, or pledging the Company's securities as collateral for a loan, unless otherwiseapproved by designated members of the Company's senior management in consultation with thechair of the compensation committee
Cisco Systems, Inc. 2011 Annual Meeting 34 Glass, Lewis & Co., LLC
(Source: 2011 DEF14A, p. 41)
Glass Lewis believes that share ownership and compensation guidelines, such as these, sufficientlyencourage long-term focus and help to align executive and shareholder interests.
While we strongly support the linking of executive pay to the creation of long-term sustainableshareholder value, we do not believe that proposals such as this one are the most effective or desirableway to induce change at target companies. Rather, we believe that severely restricting executives' abilityto exercise such a significant portion of equity awards until two years subsequent to leaving theCompany may hinder the ability of the compensation committee to attract and retain executive talent.Otherwise qualified and willing candidates may be dissuaded from employment at the Company if theybelieve that their compensation could be dramatically affected by financial results completely unrelatedto their own personal performance or tenure at the Company.
We do not believe that supporting this proposal serves the best interests of shareholders at this time.
Accordingly, we recommend that shareholders vote AGAINST this proposal.
Cisco Systems, Inc. 2011 Annual Meeting 35 Glass, Lewis & Co., LLC
Disclosure
Glass, Lewis & Co., LLC is not a registered investment advisor. As a result, the proxy research and vote recommendationsincluded in this report should not be construed as investment advice or as any solicitation, offer, or recommendation to buy orsell any of the securities referred to herein. All information contained in this report is impersonal and is not tailored to theinvestment strategy of any specific person. Moreover, the content of this report is based on publicly available informationand on sources believed to be accurate and reliable. However, no representations or warranties, expressed or implied, aremade as to the accuracy, completeness, or usefulness of any such content. Glass Lewis is not responsible for any actionstaken or not taken on the basis of this information.
This report may not be reproduced or distributed in any manner without the written permission of Glass Lewis.
For information on Glass Lewis' policies and procedures regarding conflicts of interests, please visit: http://www.glasslewis.com/company/disclosure.php
Cisco Systems, Inc. 2011 Annual Meeting 36 Glass, Lewis & Co., LLC
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