Contact Information: Press Contact: Penny Bruce Cisco 408 853-9188 pebruce@cisco.com Investor Relations Contact: Laura Graves Cisco 408 526-6521 lagraves@cisco.com Industry Analyst Contact: Skip MacAskill Cisco 408 525-1583 smacaski@cisco.com
SAN JOSE, CA -- (MARKET WIRE) -- March 22, 2007 -- Cisco (NASDAQ : CSCO ) today announced that its
board of directors has amended the company's bylaws to adopt a majority
vote standard for the election of directors in uncontested elections, as
permitted by recent changes to California law.
"Cisco continually reviews and looks for ways to evolve its corporate
governance practices, and we believe a majority vote standard is simply
good governance," said John Chambers, Chairman and CEO, Cisco. "Amending
our bylaws to incorporate a majority vote standard is a further example of
Cisco's commitment to drive director accountability for its shareholders."
Under the new majority vote standard, in an uncontested election, a
director will be elected to the board if the votes cast for the director
constitute at least a majority of the shares represented and voting at a
meeting and also constitute a majority of the required quorum for the
meeting. If a director does not receive the required vote, he or she is
required to offer to tender resignation to the Nomination and Governance
Committee. His or her term will end upon acceptance of the resignation, or
on the date that is the earlier of 90 days after the date the results of
the Board election are determined, or on the date the director's seat has
been filled by the Board in accordance with California law. Within 90 days
the Board shall publicly disclose its decisions with respect to the
implementation of the provisions of California law. In the case of
contested elections, directors will continue to be elected by a plurality
vote.
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