Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 31, 2013




(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)


0-18225   77-0059951


File Number)


(IRS Employer

Identification No.)


170 West Tasman Drive, San Jose, California   95134-1706
(Address of principal executive offices)   (Zip Code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2013, Cisco Systems, Inc. (“Cisco”) appointed Gregory Q. Brown, Chairman and Chief Executive Officer of Motorola Solutions, Inc., to its Board of Directors (the “Board”). It has not yet been determined on which Board committees, if any, Mr. Brown will serve.

In connection with his service as a director, Mr. Brown will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Brown will receive a pro rata portion of the $75,000 annual retainer for his service through the remaining portion of the year ending at Cisco’s 2013 annual meeting of shareholders. If appointed to serve on any committees of the Board, he also would receive fees of $2,000 per committee meeting attended. Upon his appointment, pursuant to the Board’s equity grant policy for non-employee directors, Mr. Brown automatically received an initial non-employee director restricted stock unit award under the 2005 Stock Incentive Plan covering 7,309 shares with a fair market value equal to a pro rata portion of $190,000 based on the portion of the year of his board service. The shares subject to this restricted stock unit award will vest fully upon Cisco’s 2013 annual meeting of shareholders, and vest immediately in full upon certain changes in control or ownership of Cisco or upon his death or disability while a member of the Board. Non-employee directors may elect to defer receipt of the restricted stock units such that, to the extent the restricted stock units are vested, the units would be settled in shares after the non-employee director left the Board.

In connection with his appointment, Mr. Brown entered into Cisco’s standard form of director Indemnification Agreement with Cisco. Pursuant to this agreement, subject to the exceptions and limitations provided therein, Cisco has agreed to hold harmless and indemnify Mr. Brown to the fullest extent authorized by Cisco’s articles of incorporation and California law, and against any and all expenses, judgments, fines and settlement amounts actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding arising out of his services as director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.8 to Cisco’s Form 10-K filed on September 20, 2004 and is incorporated by reference herein.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 1, 2013     By:  

/s/ Evan Sloves

    Name:   Evan Sloves
    Title:   Assistant Secretary