HP's Fiorina to leave Cisco's board

Hewlett-Packard Co. Chief Executive Officer (CEO) Carly Fiorina has opted not to stand for reelection to Cisco Systems Inc.'s board of directors, the networking equipment maker said Thursday in a filing with the U.S. Securities and Exchange Commission (SEC). No reason was given for Fiorina's decision not to seek reelection to the board.

Fiorina, who has been on Cisco's board since 2001, is the only board member who will not be standing for reelection at the company's annual shareholder meeting on Nov. 11, the filing said. She will remain an active member of Cisco's board until the shareholder meeting, it said.

"Carly has played a valuable role as a member of Cisco's board of directors, bringing unique insight as a seasoned industry leader," said John Chambers, Cisco's president and CEO, in an e-mail statement. "Her presence will be missed, but we respect her decision not to stand for reelection."

"Carly is not only a neighbor in the Valley, and a friend, but a thoughtful leader whose insights I will continue to seek from time to time," he said, referring to Silicon Valley, where both HP and Cisco are based.

In addition to holding elections for Cisco's board of directors, shareholders will vote on four proposals at the Nov. 11 meeting.

Near the top of the list is a proposal to amend Cisco's Employee Stock Purchase Plan. Under the proposal submitted to shareholders, the company plans to increase the maximum number of shares of common stock authorized for issuance over the term of the Employee Stock Purchase Plan by 100,000,000 shares and extend the term of the plan from January 3, 2005 to January 3, 2010, the filing said.

In another proposal, the company will ask shareholders to ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent auditors for the fiscal year ending July 31, 2004.

Two shareholder proposals will be among the measures considered at the Nov. 11 meeting.

One proposal seeks to require that Cisco's board prepare a report on Cisco hardware and software products that allow monitoring and interception of Internet traffic, prevent selected Internet traffic from reaching its intended recipient outside the country of origin, and prevent users from downloading information from selected sites outside the country of origin.

Citing China as an example of one country that has sought to limit access to information on the Internet, the proposal calls for the board's report to account for these types of hardware and software that have been sold to government agencies and state-owned communications and information technology entities around the world. The proposed report would start with the company's 2004 fiscal year and include information on products sold since 1995.

The second shareholder proposal asks that Cisco's board prepare a report comparing the total compensation of the company's top executives with its lowest paid workers around the world on January 1, 1982; January 1, 1992; and January 1, 2002. The proposal asks the board to justify any growing gap between the salaries paid to top executives and the lowest-paid workers over this period and to prepare recommendations to adjust employee salaries "to more reasonable and justifiable levels."

Cisco's board has recommended that shareholders vote against both shareholder proposals, saying they are not in the best interests of the company.

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