SAN JOSE, Calif., March 22, 2007 - Cisco 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.