Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Amendment and Restatement of the 2005 Stock Incentive Plan



At the Annual Meeting of Shareholders (the "Meeting") of Cisco Systems, Inc.
("Cisco") held on December 10, 2020, Cisco's shareholders approved the amendment
and restatement of the Cisco 2005 Stock Incentive Plan (as amended and restated,
the "Amended Stock Plan"). The Amended Stock Plan was approved by Cisco's Board
of Directors (the "Board") on October 7, 2020, subject to the approval of
Cisco's shareholders, and became effective with such shareholder approval on
December 10, 2020.

As a result of such shareholder approval, the Amended Stock Plan was materially
amended and modified to add 95.975 million shares and to extend the term of the
Amended Stock Plan for nine more years. The Amended Stock Plan will expire on
the date of the 2030 Annual Meeting. Except for expanding the ability of the
Compensation and Management Development Committee to set appropriate performance
goals under the plan, clarifying that dividends, dividend equivalents, and other
distributions on unvested awards will be paid or settled only after the
underlying awards have been earned and are vested and not during the
performance/service vesting period, and expanding cash compensation elections
for non-employee directors to allow for non-employee directors to elect to
receive stock grants or deferred stock units in lieu of any retainer paid in
connection with service on any committee of the Board or other cash fees (not
limited to his or her regular annual cash retainer), the terms of the Amended
Stock Plan remain unchanged.

A more complete description of the terms of the Amended Stock Plan and the
material amendments and modifications thereto can be found in "Compensation
Committee Matters - Proposal No. 3 - Approval of the Amendment and Restatement
of the 2005 Stock Incentive Plan" (pages 31 through 39) in Cisco's definitive
proxy statement dated October 19, 2020, and filed with the Securities and
Exchange Commission on October 21, 2020 (the "Proxy Statement"), which
description is incorporated by reference herein. The foregoing descriptions and
the description incorporated by reference from Cisco's Proxy Statement are
qualified in their entirety by reference to the Amended Stock Plan, a copy of
which is filed as Exhibit 10.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, the shareholders voted on the following six proposals and cast their votes as follows:

Proposal 1: To elect nine members of Cisco's Board:





Nominee                     For                  Against             Abstained            Broker Non-Votes
M. Michele
Burns                   2,745,014,134           161,825,811           10,920,522                625,797,167
Wesley G. Bush          2,877,060,322            29,619,129           11,081,016                625,797,167
Michael D.
Capellas                2,684,670,148           217,380,877           15,709,442                625,797,167
Mark Garrett            2,832,937,216            73,760,052           11,063,199                625,797,167
Dr. Kristina M.
Johnson                 2,878,619,555            28,510,618           10,630,294                625,797,167
Roderick C.
McGeary                 2,701,655,182           204,686,067           11,419,218                625,797,167
Charles H.
Robbins                 2,652,601,200           241,137,560           24,021,707                625,797,167
Brenton L.
Saunders                2,475,121,911           430,700,488           11,938,068                625,797,167
Dr. Lisa T. Su          2,899,917,491             7,340,313           10,502,663                625,797,167


Proposal 2: To approve the reincorporation of Cisco from California to Delaware:



     For         Against     Abstained    Broker Non-Votes
2,884,910,183   22,172,891   10,677,393     625,797,167

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Proposal 3: To approve the amendment and restatement of the Cisco 2005 Stock
Incentive Plan:



     For          Against     Abstained    Broker Non-Votes
2,757,695,969   141,164,464   18,900,034     625,797,167

Proposal 4: To approve, on an advisory basis, executive compensation:





     For          Against     Abstained    Broker Non-Votes
2,701,410,858   199,897,446   16,452,163     625,797,167

Proposal 5: To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 31, 2021:





     For          Against     Abstained    Broker Non-Votes
3,356,431,163   174,884,275   12,242,196          0

Proposal 6: A shareholder proposal to have Cisco's Board adopt a policy to have an independent Board chairman.





    For          Against      Abstained    Broker Non-Votes
945,145,911   1,950,656,596   21,957,960     625,797,167

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number       Description of Document

10.1           Cisco Systems, Inc. 2005 Stock Incentive Plan (including related
             form agreements)

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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