Cisco amends bylaws to conform to DGCL and Universal Proxy Rules

CISCO SYSTEMS, INC.

Updated advance notice provisions require additional disclosures from proposing stockholders and limit nominees to number of directors to be elected.
Addressed Universal Proxy Rule compliance: stockholders must certify compliance, provide evidence 5 days before meeting, with remedy for failure.
Revised adjournment procedures and stockholder list rules to align with recent DGCL amendments.
Requires stockholders soliciting proxies to use a proxy card color other than white.
Incorporated technical, ministerial, clarifying, and conforming changes.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CISCO SYSTEMS, INC.: Amended and restated bylaws to update provisions for stockholder meetings, advance notice requirements, Universal Proxy Rules compliance, and make technical corrections (effective 2023-03-09).

Change: bylaw amendment
Effective: 2023-03-09

Exact text from the filing

Among other things, the amendments: • revise certain provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to conform to recent amendments to the Delaware General Corporation Law (“DGCL”); • revise the procedures and disclosure requirements set forth in the advance notice bylaw provisions, including (i) requiring additional information, representations and disclosures from proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies; and (ii) restricting the number of nominees a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting; • address matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including (i) providing that stockholders delivering a notice of nomination certify to Cisco in writing that they have complied with the Univers

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Source: SEC EDGAR

accession 0000858877-23-000009

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