<PAGE>
[LOGO OF XILINX, INC.]
June 24, 1996
To Xilinx Stockholders:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders
to be held on July 30, 1996, at 11:00 a.m. at the Hyatt Sainte Claire Hotel,
302 South Market, San Jose, California.
At this year's meeting, in addition to the election of directors and
ratification of independent auditors, we are seeking stockholder approval of a
3,300,000 share increase in shares issuable under our 1988 Stock Option Plan
and a 460,000 share increase in shares issuable under our 1990 Employee
Qualified Stock Purchase Plan. Because these employee plans disperse equity
ownership broadly among the Company's employees, we believe that they are
effective tools for aligning the interests of the employees with those of the
Company. When the Company performs well, the employees are rewarded along with
other stockholders.
At the meeting, we will also report on the operations of the Company, and
you will have an opportunity to ask questions. Whether or not you plan to
attend, please take a few minutes now to sign, date and return your proxy in
the enclosed postage-paid envelope so that your shares will be represented.
Thank you for your continuing interest in Xilinx.
Very truly yours,
/s/ Willem P. Roelandts
--------------------------
Willem P. Roelandts
Chief Executive Officer
<PAGE>
[LOGO OF XILINX, INC.]
XILINX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 30, 1996
To The Stockholders:
Notice Is Hereby Given that the Annual Meeting of Stockholders of Xilinx,
Inc., a Delaware corporation (the "Company"), will be held on Tuesday, July
30, 1996 at 11:00 a.m., local time, at the Hyatt Sainte Claire Hotel, 302
South Market, San Jose, California, for the following purposes:
1. To elect directors to serve for the ensuing year or until their
successors are duly elected and qualified.
2. To ratify and approve an amendment to the Company's 1988 Stock Option
Plan to increase the number of shares reserved for issuance thereunder by
3,300,000 shares.
3. To ratify and approve an amendment to the Company's 1990 Employee
Qualified Stock Purchase Plan to increase the number of shares reserved for
issuance thereunder by 460,000 shares.
4. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending March 29, 1997.
5. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on June 6, 1996 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she returned a proxy.
For the Board of Directors
/s/Robert C. Hinckley
----------------------------------
Robert C. Hinckley
Vice President of Strategic Plans
and Programs, and Secretary
San Jose, California
June 24, 1996
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED.
<PAGE>
XILINX, INC.
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of Xilinx, Inc. (the "Company")
for use at the Annual Meeting of Stockholders to be held Tuesday, July 30,
1996 at 11:00 a.m. local time, or at any adjournment thereof, for the purposes
set forth herein and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at the Hyatt Sainte Claire
Hotel, 302 South Market, San Jose, California.
The Company's principal executive offices are located at 2100 Logic Drive,
San Jose, California 95124. The telephone number at that location is (408)
559-7778.
These proxy solicitation materials were mailed on or about June 24, 1996 to
all stockholders entitled to vote at the meeting.
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock with
respect to all matters presented at the Annual Meeting. Stockholders do not
have the right to cumulate their votes in the election of directors.
The cost of soliciting proxies will be borne by the Company. The Company has
retained the services of CIC Express Service, Inc. to assist in obtaining
proxies from brokers and nominees of stockholders for the Annual Meeting. The
estimated cost of such services is approximately $4,500 plus out-of-pocket
expenses. The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation materials to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular
employees, without additional compensation, personally or by telephone or
telegram.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "WITHHELD" from a matter are treated
as being present at the meeting for purposes of establishing a quorum and are
also treated as votes eligible to be cast by the Common Stock present in
person or represented by proxy at the Annual Meeting and "entitled to vote on
the subject matter" (the "Votes Cast") with respect to such matter.
While abstentions (votes "withheld") will be counted for purposes of
determining both the presence or absence of a quorum for the transaction of
business and the total number of Votes Cast with respect to a particular
matter other than the election of directors, broker non-votes with respect to
proposals set forth in this Proxy Statement will be counted only for purposes
of determining the presence or absence of a quorum and will not be considered
Votes Cast. Accordingly, broker non-votes will not affect the determination as
to whether the requisite majority of Votes Cast has been obtained with respect
to a particular matter.
1
<PAGE>
RECORD DATE AND SHARES OUTSTANDING
Only stockholders of record at the close of business on June 6, 1996 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, 72,209,877 shares of the Company's Common Stock were
outstanding. For information regarding holders of more than 5% of the
outstanding Common Stock, see "Security Ownership of Certain Beneficial Owners
and Management." The closing price of the Company's Common Stock on the Record
Date, as reported by the Nasdaq National Market, was $31.50 per share.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1997 Annual Meeting of Stockholders must
be received by the Company no later than February 25, 1997 in order that they
may be included in the proxy statement and form of proxy relating to that
meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of four directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's four nominees named below, all of whom are presently
directors of the Company. In the event that any nominee of the Company is
unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the
present Board of Directors to fill the vacancy. The Company is not aware of
any nominee who will be unable or will decline to serve as a director. The
term of office of each person elected as a director will continue until the
next Annual Meeting of Stockholders or until his successor has been elected
and qualified.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
--------------- --- -------------------- --------
<C> <C> <S> <C>
Bernard V. Vonderschmitt.... 72 Consultant and Chairman of the 1984
Company's Board of Directors
Willem P. Roelandts......... 51 President and Chief Executive 1996
Officer of the Company
John L. Doyle............... 64 Consultant 1994
Philip T. Gianos............ 46 General Partner, InterWest 1985
Partners
</TABLE>
Mr. Vonderschmitt was Chief Executive Officer of the Company from August
1994 to January 1996 and was President of the Company from its inception in
February 1984 to August 1994. Mr. Vonderschmitt now serves as Chairman of the
Company's Board of Directors and as a consultant to the Company. Mr.
Vonderschmitt is also a director of Chips and Technologies, Inc., Credence
Systems, Inc., International Microelectronic Products, Inc. and Sanmina
Corporation.
Mr. Roelandts was hired as the Company's Chief Executive Officer in January
1996 and was simultaneously appointed to serve as a member of the Company's
Board of Directors. In April 1996, he was appointed to the additional position
of President of the Company. Prior to joining the Company, Mr. Roelandts
served at Hewlett-Packard Company, a computer manufacturer, as Senior Vice
President and General Manager of Computer Systems Organizations from November
1992 through January 1996 and as Vice President and General Manager of the
Network Systems Group from December 1990 through November 1992.
Mr. Doyle was Executive Vice President of Hewlett-Packard Company from June
1990 to September 1991, and was Co-Chief Executive Officer of Hexcel Corp., a
manufacturer of honeycomb, advanced composites, reinforced fabrics and resins,
from July 1993 to December 1993. Hexcel Corp. filed for bankruptcy under
Chapter 11 of the United States Bankruptcy Code in December 1993. From
September 1991 to July 1993, and from December 1993 to the present, Mr.
Doyle's sole occupation has been as an independent consultant. In addition,
Mr. Doyle is a director of Analog Devices, Inc., Silicon Valley Research, Inc.
and DuPont Photomasks, Inc.
2
<PAGE>
Since 1984, Mr. Gianos has worked with InterWest Partners as a General
Partner. Mr. Gianos is a director of StrataCom, Inc.
There are no family relationships among any directors or executive officers
of the Company.
REQUIRED VOTE
The four nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted at the meeting shall be
elected as directors. Votes withheld from any director are counted for
purposes of determining the presence or absence of a quorum for the
transaction of business, but have no further legal effect under Delaware law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock of
the Company as of June 4, 1996 by (i) each stockholder known to the Company to
be a beneficial owner of more than 5% of the Company's Common Stock, (ii) each
of the Company's directors, (iii) the Company's Chief Executive Officer and
each of the four other most highly compensated individuals who served as
executive officers of the Company at fiscal year end (collectively, the "Named
Executive Officers") and (iv) all directors and executive officers at fiscal
year end as a group:
<TABLE>
<CAPTION>
DIRECTORS, OFFICERS AND NUMBER PERCENT
5% STOCKHOLDERS OF SHARES (1) OF TOTAL
- ----------------------- ------------- --------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS
(2)
T. Rowe Price Associates
(3).................... 5,142,750 7.1%
100 E. Pratt Street
Baltimore, MD 21202
Lincoln Capital
Management............. 3,618,800 5.0%
200 South Wacker Drive
Chicago, IL 60606
DIRECTORS
Bernard V. Vonderschmitt
(4).................... 1,465,650 2.0%
Willem P. Roelandts
(5)(6)................. 80,000 *
John L. Doyle (7)....... 20,500 *
Philip T. Gianos (8).... 81,163 *
NAMED EXECUTIVE OFFICERS
R. Scott Brown (9)...... 450,250 *
C. Frank Myers (10)..... 187,928 *
Gordon M. Steel (11).... 454,250 *
Curtis S. Wozniak (12).. 171,332 *
All directors and
executive officers at
fiscal year end
as a group (9 persons)
(13).................... 3,091,406 4.3%
</TABLE>
- --------
* Less than 1%
(1) Reflects a three-for-one stock split effected on August 11, 1995.
(2) Based on filings pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, available as of June 4, 1996, such shares are held and
managed by the above-named entities as investment advisors on behalf of
clients who are beneficial owners.
3
<PAGE>
(3) These securities are owned by various individual and institutional
investors which T. Rowe Price Associates, Inc. (Price Associates) serves
as investment advisor with power to direct investments and/or sole power
to vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(4) Includes 1,000,150 shares held by the Bernard V. Vonderschmitt Revocable
Trust U/A Dtd 3/23/95, 217,000 shares held by the Bernard V. and Theresa
S. Vonderschmitt Joint Trust and options to purchase 215,500 shares of
Common Stock exercisable within 60 days of June 4, 1996.
(5) Represents options to purchase 80,000 shares of Common Stock exercisable
within 60 days of June 4, 1996.
(6) Mr. Roelandts is Chief Executive Officer of the Company, in addition to
being a director.
(7) Represents options to purchase 20,500 shares of Common Stock exercisable
within 60 days of June 4, 1996.
(8) Includes options to purchase 65,500 shares of Common Stock exercisable
within 60 days of June 4, 1996.
(9) Includes options to purchase 375,250 shares of Common Stock exercisable
within 60 days of June 4, 1996.
(10) Includes options to purchase 172,916 shares of Common Stock exercisable
within 60 days of June 4, 1996.
(11) Includes options to purchase 126,711 shares of Common Stock exercisable
within 60 days of June 4, 1996.
(12) Includes options to purchase 114,986 shares of Common Stock exercisable
within 60 days of June 4, 1996. Mr. Wozniak resigned as President and
Chief Operating Officer of the Company effective April 15, 1996.
(13) Includes options held by officers and directors of the Company to
purchase an aggregate of 1,348,696 shares of Common Stock exercisable
within 60 days of June 4, 1996.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 14 meetings during the
fiscal year ended March 31, 1996. No director attended fewer than 75% of the
aggregate of all meetings of the Board of Directors or its committees on which
served during the time each director was a member of the Board of Directors.
The Board of Directors has an Audit Committee and a Compensation Committee. It
does not have a nominating committee or a committee performing the functions
of a nominating committee.
The Audit Committee, which currently consists of Philip T. Gianos and John
L. Doyle, met twice during fiscal year 1996. The Audit Committee consults with
the Company's independent auditors concerning the scope of the audit and
reviews with them the results of their examination, reviews and approves any
material accounting policy changes affecting the Company's operating results
and reviews the Company's control procedures and personnel.
The Compensation Committee, which currently consists of Philip T. Gianos and
John L. Doyle, met once during fiscal year 1996. The Compensation Committee
has responsibility for establishing the compensation policies of the Company.
The committee determines the compensation of the Company's executive officers
and has exclusive authority to grant options to executive officers under the
1988 Stock Option Plan.
COMPENSATION OF DIRECTORS
Standard Arrangements
The Company pays its non-employee directors $1,500 per regular Board meeting
attended, $1,000 per committee meeting attended and a $12,000 annual fee.
The 1988 Stock Option Plan currently provides for the automatic grant of
nonstatutory options to outside directors of the Company. Each eligible
outside director is granted an initial option to purchase 48,000 shares of
Common Stock (the "Initial Option") on the date of the director's first
meeting after selection as director and an additional Option to purchase
12,000 shares of Common stock (a "Subsequent Option") each year thereafter.
4
<PAGE>
The Initial Option becomes exercisable over a period of four years from its
date of grant in monthly installments of 1/48 of its shares, and each
Subsequent Option also becomes exercisable over a period of four years from
its date of grant in monthly installments of 1/48 of its shares. The exercise
price of nonstatutory options granted under the 1988 Stock Option Plan is
equal to the fair market value of the Company's Common Stock on the date of
grant.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
On January 11, 1996, the Company entered into a letter agreement with Willem
P. Roelandts, its current President and Chief Executive Officer, relating to
terms of his employment, his initial level of compensation and payment of
certain compensation in the event of his termination from the Company under
certain circumstances. The agreement provides for base compensation of $41,667
per month, a target bonus equal to 60% of base salary and the grant of options
to purchase 800,000 shares of Common Stock, exercisable at $31.81 per share
and vesting over a five year period. The letter agreement provides that in the
event that Mr. Roelandts voluntarily terminates his employment with the
Company or is terminated for cause, he will not be eligible to receive any
severance payments. The letter agreement further provides that if Mr.
Roelandts is terminated without cause within the first two years of his
employment with the Company, he will receive two years' base pay, two years'
target bonus and two years' medical and dental insurance. The letter agreement
also provides that if Mr. Roelandts is terminated without cause within one
year of a change in control of the Company, he will receive two years' base
pay, two years' target bonus, two years' medical and dental insurance and full
vesting of all previously unvested stock options.
In April 1996, Curtis S. Wozniak resigned as President and Chief Operating
Officer of the Company pursuant to the terms of a Separation Agreement
effective April 15, 1996 (the "Separation Agreement"). The Separation
Agreement provided that the Company pay Mr. Wozniak $558,000 plus accrued
vacation time earned but not yet paid, less applicable withholding. Further,
Mr. Wozniak is entitled to convert the health care coverage formerly provided
to him as an employee of the Company to individual coverage pursuant to COBRA,
retains beneficial ownership of any amounts held in his name under the
Company's 401(k) Plan and is entitled to receive distributions of such amounts
as provided under the 401(k) Plan and applicable law. Also pursuant to the
terms of the Separation Agreement, Mr. Wozniak became a consultant to the
Company, beginning April 16, 1996 through the period ending June 15, 1996 (the
"Consultancy Period"). During the Consultancy Period, the stock options
granted to Mr. Wozniak pursuant to the Company's 1988 Stock Option Plan
continued to vest and are exercisable according to the terms of the stock
option agreements.
In January 1996, Bernard V. Vonderschmitt resigned as Chief Executive
Officer of the Company. On June 1, 1996, Mr. Vonderschmitt became a consultant
to the Company pursuant to a consulting agreement effective the same date (the
"Consulting Agreement"). The Consulting Agreement provides that
Mr. Vonderschmitt shall continue his service as Chairman of the Company's
Board of Directors and, as reasonably requested by the Company, shall provide
advice on issues of importance to the Company, including general corporate,
technological and marketing issues. Mr. Vonderschmitt does not receive any
cash compensation under the Consulting Agreement, but the terms of the
Consulting Agreement provide for continued vesting of all stock options which
he received as President of the Company and for reimbursement of expenses
incurred by Mr. Vonderschmitt in connection with the provision of his
consulting services.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth compensation paid to the Named Executive
Officers for services to the Company in all capacities during the three fiscal
years ended March 31, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(1)
---------------
ANNUAL COMPENSATION AWARDS
------------------------- --------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS(#)(3) COMPENSATION(4)
- - -------------------------- ---- -------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Bernard V.
Vonderschmitt.......... 1996 $350,000 $ -- -- $ --
Chairman and Chief 1995 315,000 -- -- --
Executive Officer* 1994 265,008 -- 180,000 --
Willem P. Roelandts..... 1996 $ 98,718(5) $ -- 800,000 $ --
President and Chief 1995 -- -- -- --
Executive Officer* 1994 -- -- -- --
Curtis S. Wozniak....... 1996 $360,000 $107,163 -- $20,507
President and Chief 1995 234,692 85,646 750,000(6) --
Operating Officer** 1994 -- -- -- --
R. Scott Brown.......... 1996 $210,000 $272,984(7) 40,000(8) $ --
Senior Vice President,
Sales 1995 184,000 217,435(7) 90,000(9) --
1994 171,940 141,943(7) 75,000 --
C. Frank Myers.......... 1996 $194,500 $ 42,108 20,000(8) $19,906
Vice President, Opera-
tions 1995 185,952 33,719 60,000(9) 23,729
1994 173,885 43,610 75,000 19,211
Gordon M. Steel......... 1996 $193,000 $ 52,229 50,000(8) $20,136
Senior Vice President,
Finance 1995 177,759 31,717 105,000(9) 24,678
and Chief Financial Of-
ficer 1994 164,592 41,278 120,000 23,233
</TABLE>
- --------
* Mr. Roelandts succeeded Mr. Vonderschmitt as Chief Executive Officer of the
Company on January 11, 1996. Mr. Vonderschmitt continued as Chairman of the
Company's Board of Directors. On April 17, 1996, Mr. Roelandts assumed the
additional position of President of the Company.
** Mr. Wozniak resigned as President and Chief Operating Officer of the
Company effective April 15, 1996.
(1) The Company has not granted any stock appreciation rights or restricted
stock awards and does not have any Long-Term Incentive Plans as that term
is defined in regulations promulgated by the Securities and Exchange
Commission (the "SEC").
(2) Represents management incentives earned in fiscal years 1996, 1995 and
1994 for achievement of corporate and individual objectives.
(3) Reflects a three-for-one stock split effected on August 11, 1995.
(4) Represents market value of shares purchased pursuant to the 1990 Employee
Qualified Stock Purchase Plan on the date of such purchase, minus the
purchase price of such shares under the Purchase Plan.
(5) Mr. Roelandts is paid a salary of $41,667 per month, or $500,000 per year.
(6) Of these shares, and pursuant to the terms of Mr. Wozniak's Separation
Agreement, 475,000 unvested shares were returned to the 1988 Stock Option
Plan.
(7) Represents sales commissions, as Mr. Brown does not participate in the
Management Incentive Plan.
(8) Represents options granted on May 9, 1996 based on achievement of fiscal
1996 corporate and individual objectives.
(9) Represents options granted on April 3, 1995 based on achievement of fiscal
1995 corporate and individual objectives.
6
<PAGE>
The following table shows option grants during the fiscal year ended March
31, 1996 for the Named Executive Officers and the potential realizable value
of those options, assuming 5% and 10% annual appreciation, at the end of the
ten year option term:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL RATES
GRANTED TO OF STOCK PRICE APPRECIATION
EMPLOYEES FOR OPTION TERM
OPTIONS/SARS IN FISCAL EXERCISE EXPIRATION ----------------------------
NAME GRANTED(1) YEAR(2) PRICE(3) DATE(4) 5%(5) 10%(5)
- ---- ------------ ----------- -------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Bernard V.
Vonderschmitt.......... -- -- $ -- -- $ -- $ --
Willem P. Roelandts..... 800,000 20.1% 31.81 1/11/06 16,005,368 40,560,746
R. Scott Brown.......... 90,000(6)(7) 2.3% 22.88 4/3/05 1,294,737 3,281,117
C. Frank Myers.......... 60,000(6)(7) 1.5% 22.88 4/3/05 863,158 2,187,412
Gordon M. Steel......... 105,000(6)(7) 2.6% 22.88 4/3/05 1,510,526 3,827,970
Curtis S. Wozniak....... -- -- -- -- --
</TABLE>
- --------
(1) These options were granted under the Company's 1988 Stock Option Plan,
have a 10-year term, vest over a five-year period of employment and have
an exercise price equal to market value on the date of grant.
(2) Includes options to purchase an aggregate of approximately 3,971,000
shares of Common Stock of the Company which were granted to employees
during the fiscal year ended March 31, 1996.
(3) The exercise price may be paid by check, cash or delivery of shares that
are already owned.
(4) Options may terminate before their expiration dates if the optionee's
status as an employee or consultant is terminated, upon the optionee's
death or upon an acquisition of the Company.
(5) Potential realizable value is based on an assumption that the market price
of the stock appreciates at the stated rate, compounded annually, from the
date of grant until the end of the ten-year option term. These values are
calculated based on requirements established by the Securities and
Exchange Commission and do not reflect the Company's estimate of future
stock price appreciation.
(6) Represents options granted on April 3, 1995 based on achievement of fiscal
1995 corporate and individual objectives.
(7) Excludes options granted on May 9, 1996 based on achievement of fiscal
1996 corporate and individual objectives. Messrs. Brown, Myers and Steel
were granted options to purchase 40,000, 20,000 and 50,000 shares of
Common Stock, respectively. These options were granted at an exercise
price of $33.63 and expire on May 9, 2006.
The following table sets forth, as to the Named Executive Officers, certain
information concerning exercise of options during the fiscal year ended March
31, 1996, and the year-end value of unexercised options:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR END(1) AT FISCAL YEAR END($)(2)
ON VALUE ------------------------- -------------------------
NAME EXERCISE(1) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard V.
Vonderschmitt.......... 180,000 $5,239,750 179,000 181,000 $4,269,792 $3,740,208
Willem P. Roelandts..... -- -- 26,667 773,333 0 0
R. Scott Brown.......... 105,000 3,473,375 343,251 211,749(3) 9,047,436 3,644,439
C. Frank Myers.......... -- -- 154,501 130,499(3) 4,041,030 2,057,095
Gordon M. Steel......... 8,206 213,434 102,920 204,375(3) 2,262,547 3,039,995
Curtis S. Wozniak....... 30,000 831,125 207,500 512,500 3,977,083 9,822,917
</TABLE>
- --------
(1) Reflects a three-for-one stock split effected on August 11, 1995.
(2) Calculated by determining the difference between the fair market value of
the securities underlying the options at March 29, 1996 ($31.75 per share)
and the exercise price of the options.
(3) Excludes options granted on May 9, 1996 based on achievement of fiscal
1996 corporate and individual objectives.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Overview
The Compensation Committee of the Board of Directors establishes the general
compensation policies of the Company, determines the specific compensation
levels for senior management and administers the 1988 Stock Option Plan, the
Profit Sharing Plan, the Management Incentive Plan and the Employee Qualified
Stock Purchase Plan. The Compensation Committee is comprised of independent,
non-employee directors who have no interlocking relationship as defined by the
SEC. The Committee regularly consults independent compensation data such as
public company proxy statements and the Radford Management Survey in setting
executive compensation. The companies whose proxies and other publicly
available materials the Committee reviews in the course of setting executive
compensation levels are in the semiconductor industry and are of roughly
similar size (as measured by revenues and aggregate market value) and maturity
as the Company. Such companies are generally not the same as the larger, more
established companies whose stock performance in the aggregate constitutes the
Standard and Poors Index-Semiconductor Subsector used by the Company in the
Stock Price Performance Graph which appears on page 12 hereof.
The Company applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based upon the
premise that the achievements of the Company result from the coordinated
efforts of all individuals working toward common, defined goals. The Company
strives to attain these objectives through teamwork that is focused upon
meeting the expectations of customers and stockholders.
In determining compensation for the Company's officers for the 1996 fiscal
year, the Committee considered a number of factors. In the case of Willem P.
Roelandts, who joined the Company in January 1996 as Chief Executive Officer,
both Mr. Roelandts' base salary and target bonus for the fiscal year were
determined pursuant to the terms of his employment agreement, which was
negotiated by the Company and approved by the Compensation Committee in the
effort to bring to the Company a Chief Executive Officer with considerable
industry experience and expertise who could provide leadership for the Company
in the future. See "Employment Contracts and Termination of Employment and
Change-In-Control Arrangements." In the case of all other officers of the
Company, determination of base salary was based on a number of criteria,
including the individual officer's performance level during the prior year,
the officer's base compensation level during the prior year, individual
achievements of that officer and base salary paid to officers in comparable
positions at companies in Xilinx's industry and of comparable size.
Determination of base salary is not made in accordance with a formula which
measures weighted qualitative and quantitative factors, but rather is based on
subjective, informal policies and practices, including an overall review of
the foregoing factors, all of which have generally equal importance in making
the determination of base salary.
With respect to cash bonuses paid to officers of the Company for fiscal
1996, each officer was assigned a target bonus equal to a specified percentage
of his base salary at the beginning of the fiscal year. For all officers
except Mr. Roelandts (whose target bonus was agreed to in connection with
negotiation of his employment contract) and R. Scott Brown, the Company's
Senior Vice President, Sales, whose bonus depends primarily on sales
commissions, that target percentage was established based on performance for
the prior year and target bonuses of comparable officers at comparable
companies. Whether or not bonuses are paid is determined solely by whether or
not the Company has achieved corporate financial goals for a given quarter. If
bonuses are paid, they are paid semi-annually. For the 1996 fiscal year,
payment of such bonuses depended upon a combination of levels of pre-stated
revenue growth, operating income growth and increase in earnings per share,
all three criteria having equal importance in determination of the bonus.
The Committee's determination with respect to stock option grants to
officers for fiscal 1996, except in the case of Mr. Roelandts, whose option
grants were determined pursuant to his employment agreement, were based on
both individual performance and corporate performance. Determination of option
grant amounts is not made in accordance with a formula which measures weighted
qualitative and quantitative factors, but rather is based on subjective,
informal policies and practices, including an overall review of both
individual and corporate performance, each of which has generally equal
importance in the determination of option grant amounts.
8
<PAGE>
Compensation Philosophy
The goals of the compensation program are to align compensation with
performance and to enable the Company to attract, retain and reward personnel
who contribute to the long-term success of the Company. The Company's
compensation program for executive officers is based on the same principles
that apply to all corporate employees:
Competitive Levels of Compensation. The Company is committed to providing
a compensation program that helps to attract and retain the people
necessary to achieve its objectives. To ensure that this program is
competitive, the Company periodically reviews the compensation practices of
other leading companies in the semiconductor industry. The Company believes
that its compensation levels are near the median of industry compensation
levels.
Compensation Linked to Performance. Executive officers are rewarded based
upon corporate and individual performance. Corporate performance is
evaluated by reviewing the extent to which strategic and business plan
goals are met, including such factors as revenue growth, operating profits
and performance relative to that of competitors. Individual performance is
evaluated in the context of progress against established objectives.
Fairness and Feedback in the Compensation Determination and
Administration Processes. The Company applies its compensation philosophy
worldwide and endeavors to achieve equity in compensation paid all
employees. The Company believes that all employees should understand the
performance evaluation and compensation administration processes and
endeavors to make such processes fully comprehensible to them.
Modes of Compensation
At least once a year, the Company reviews employees' base salaries, taking
into consideration each employee's performance and salaries for competitive
positions in the labor market.
The Company has a worldwide Profit Sharing Plan and a Management Incentive
Plan. These plans provide for a portion of profits to be shared with employees
only if the Company achieves pre-stated levels of growth in earnings per
share, revenue and operating income. The Company's officers and key managers,
including without limitation the Named Executive Officers, other than R. Scott
Brown, participate in the Management Incentive Plan, while all other employees
participate in the Profit Sharing Plan (provided that they are employed for
the entire calendar quarter). Officers and key managers do not participate in
the Profit Sharing Plan.
The Company believes that all employees are responsible for achieving
corporate profit objectives. Under the Management Incentive Plan, distribution
of eligible profits occurs semiannually. Individual awards are based upon
salary, performance and level of responsibility. Pursuant to the terms of the
Profit Sharing Plan, eligible profits are distributed quarterly, with 50%
divided equally among all participants and the other 50% divided
proportionately among participants based on salary level. For fiscal 1996,
approximately 1.7% of profits before consideration of profit sharing
distributions and income taxes were distributed to employees.
The Company believes it is important to align employee and stockholder long-
term interests by creating a strong and direct link between employee
compensation and stockholder return. To this effect the Company has both a
1988 Stock Option Plan and a 1990 Employee Qualified Stock Purchase Plan. The
Option Plan utilizes vesting periods to encourage individuals to remain in the
employ of the Company and to support the long term interests of the
stockholders. Stock options are granted with an exercise price equal to the
fair market value of the Company's Common Stock on the date of grant, have
ten-year terms and generally vest over a five-year period. Stock option grants
are provided at a level calculated to be competitive within the semiconductor
industry as well as within a broader group of companies of comparable size and
complexity. Under the Employee Qualified Stock Purchase Plan, employees who
meet the required work hours are entitled to purchase shares of Common Stock
at 85% of the fair market value of the stock at certain specified dates.
9
<PAGE>
Compensation of the Chief Executive Officer
Mr. Roelandts became Chief Executive Officer of the Company in January, 1996
and President of the Company in April, 1996. Pursuant to the letter agreement
between Mr. Roelandts and the Company dated January 11, 1996, Mr. Roelandts
shall receive annual base salary in the amount of $500,000. Mr. Roelandts
shall also receive a performance based bonus targeted at 60% of his annual
base salary per year upon the achievement of certain performance goals set by
the Board of Directors, with the bonus payable to Mr. Roelandts for the first
two quarters of fiscal year 1997 at $75,000 per quarter. Mr. Roelandts has
also been granted options to purchase 800,000 shares of the common stock of
the Company at an exercise price of $31.81, vesting in equal number each month
over a five year period as long as he performs certain functions for the
Company. The letter agreement provides that in the event that Mr. Roelandts
voluntarily terminates his employment with the Company or is terminated for
cause, he will not be eligible to receive any severance payments. The letter
agreement also provides that if Mr. Roelandts is terminated without cause
within one year of a change in control of the Company, he will receive two
years' base pay, two years' target bonus, two years' medical and dental
insurance and full vesting of all previously unvested stock options. In
addition, the letter agreement indicates that if Mr. Roelandts is terminated
without cause within the first two years of his employment with the Company,
he will receive two years' base pay, two years' target bonus and two years'
medical and dental insurance. The Committee determined Mr. Roelandts'
compensation pursuant to subjective, informal policies and practices,
including assessment of his achievements, his history of performance in other
executive positions and his potential for contribution to the Company. In
addition, the Committee conducted a review of compensation paid to chief
executive officers of comparable companies.
From August 1994 through January 1996, Mr. Vonderschmitt served as Chief
Executive Officer. His base salary prior to the beginning of fiscal 1996 was
$315,000. During that year, Mr. Vonderschmitt received a base salary increase
of $35,000, bringing his aggregate base salary to $350,000. While he was
eligible for profit sharing bonuses under the Management Incentive Plan in the
amount of $105,000 during fiscal 1996, Mr. Vonderschmitt elected not to
receive these funds, which remain undistributed. In determining
Mr. Vonderschmitt's compensation, the Committee evaluated corporate
performance, individual performance, compensation paid to other executive
officers of the Company and compensation paid to chief executive officers of
comparable companies. The Committee determined Mr. Vonderschmitt's
compensation during fiscal 1996 in the same manner that it determined such
compensation for the Company's other Named Executive Officers, i.e., pursuant
to subjective, informal policies and practices. These policies and practices
included an overall review of Mr. Vonderschmitt's performance level during the
prior year, his base compensation level and size of option grants during the
prior year, his individual achievements, and compensation paid to other
executive officers of the Company. The Committee believes that Mr.
Vonderschmitt's compensation was somewhat lower than that of many chief
executives in comparable positions. These policies and practices generally had
equal importance in making the determination of base salary and option
amounts. The Committee believes Mr. Vonderschmitt managed the Company
exceptionally well and has achieved competitive results in terms of revenue
and net income growth relative to others in the industry.
COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS
--Philip T. Gianos
--John L. Doyle
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is an officer or employee of the
Company or any of its subsidiaries.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company and Willem P. Roelandts, President and Chief Executive Officer,
have entered into a letter agreement relating to Mr. Roelandts' employment and
compensation due Mr. Roelandts in the event of his termination from the
Company under certain circumstances. See "Employment Contracts and Termination
of Employment and Change-In-Control Arrangements" above.
The Company and Curtis S. Wozniak entered into a Separation Agreement dated
April 8, 1996 pursuant to which Mr. Wozniak resigned as President and Chief
Operating Officer of the Company and the Company agreed to pay to Mr. Wozniak
certain severance benefits. See "Employment Contracts and Termination of
Employment and Change-In-Control Arrangements" above.
The Company and Bernard V. Vonderschmitt, former Chief Executive Officer of
the Company, entered into a Consulting Agreement dated June 1, 1996, relating
to the provision of consulting services by Mr. Vonderschmitt to the Company.
See "Employment Contracts and Termination of Employment and Change-In-Control
Arrangements" above.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors, officers and beneficial
owners of more than 10% of the Company's Common Stock to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Based solely on its review
of the copies of such reports received by it, or written representations from
reporting persons, the Company believes that during the fiscal year ended
March 31, 1996, its officers, directors and holders of more than 10% of the
Company's Common Stock complied with all Section 16(a) filing requirements,
except with respect to two officers of the Company. Due to administrative
errors in the Company's stock administration function, Bernard V.
Vonderschmitt did not timely report four transactions, which were subsequently
reported on an amended Form 4, and Dan S. Scott, Corporate Controller of the
Company, did not timely report one transaction, which was subsequently
reported on an amended Form 4.
11
<PAGE>
COMPANY STOCK PRICE PERFORMANCE
The following graph shows a comparison of cumulative total return for the
Company's Common Stock, the Standard & Poor's 500 Stock Index ("S&P 500") and
the Hambrecht & Quist Technology Index-Semiconductor Sector ("HQTISS"). As of
March 31, 1996, the HQTISS consisted of four of the five diversified
semiconductor manufacturers included in the S&P 500 Composite Index as well as
thirteen specialized semiconductor manufacturers, including Xilinx.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG XILINX, INC. S&P 500 INDEX AND H & Q SEMIS
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period XILINX, S&P H & Q
(Fiscal Year Covered) INC. 500 INDEX SEMIS
- --------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- 1991 $100 $100 $100
FYE 1992 $120 $111 $111
FYE 1993 $156 $128 $200
FYE 1994 $233 $130 $264
FYE 1995 $315 $150 $342
FYE 1996 $443 $193 $371
</TABLE>
The above chart assumes $100 invested on April 1, 1991 in Xilinx, Inc.
Common Stock, the S&P 500 Composite Index and the HQTISS.
PAST RESULTS ARE NOT AN INDICATOR OF
FUTURE INVESTMENT RETURNS
12
<PAGE>
PROPOSAL TWO
AMENDMENTS TO 1988 STOCK OPTION PLAN
There are currently a total of 32,781,000 shares of Common Stock reserved
for issuance under the Option Plan. As of March 30, 1996, options to purchase
approximately 13,888,000 shares were outstanding under the Option Plan and
1,264,000 shares remained available for future grants thereunder (without
giving effect to the increase in shares being proposed to the stockholders for
approval at the Annual Meeting).
PROPOSAL
In March 1996, the Board of Directors adopted an amendment to increase the
number of shares reserved for issuance under the Option Plan by 3,300,000
shares from 32,781,000 to 36,081,000 shares. At the Annual Meeting, the
stockholders are requested to approve this amendment.
This amendment has the effect of increasing the number of shares issuable
under the Option Plan and is proposed in order to give the Board of Directors
flexibility to grant stock options. The Company believes stock options play a
key role in the Company's ability to recruit, reward and retain executives and
key employees. Companies like Xilinx have historically used stock options as
an important part of recruitment and retention packages. The Company competes
directly with these companies for experienced executives and sales personnel
and must be able to offer comparable packages to attract the caliber of
individual that the Company believes is necessary to achieve the Company's
objectives. The Company's growth is partly responsible for the need to
increase shares issuable under the Option Plan.
All of the Company's employees, currently approximately 1,200, are eligible
to participate in the Option Plan.
SUMMARY OF THE 1988 STOCK OPTION PLAN
General. The 1988 Stock Option Plan gives the Board, or a committee which
the Board appoints, authority to grant options to purchase Common Stock.
Options granted to employees under the Option Plan may be either "incentive
stock options" as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), or nonstatutory stock options, at the discretion of
the Board or its committee. Options granted to consultants and outside
directors of the Company must be nonstatutory stock options.
Purposes. The purposes of the Option Plan are to attract and retain the best
available personnel for the Company, to provide additional incentive to the
employees of the Company and to promote the success of the Company's business.
Administration. The Option Plan may be administered by the Board or a
committee of the Board so long as administration complies with the provisions
of Rule 16b-3 of the Exchange Act. All options granted to outside directors
are automatic and nondiscretionary. All option grants to officers of the
Company are determined by the Compensation Committee, while grants to other
employees are proposed by such committee and approved by the Board of
Directors.
Eligibility. The Option Plan provides that stock options may be granted to
employees (including officers and directors who are also employees), outside
directors and consultants of the Company and its subsidiaries. Incentive stock
options may be granted only to employees. The Board or a committee of the
Board selects the participants (other than outside directors) and determines
the number of shares to be subject to each stock option.
Exercise Price. The per share price for shares issued pursuant to options
granted under the Option Plan is determined by the Board or its committee and
must not be less than 100% of the fair market value of the Common Stock, in
the case of incentive stock options, and 85% of the fair market value of the
Common Stock, in the case of nonstatutory stock options, on the date of the
grant. Fair market value per share is the closing price as reported on the
Nasdaq National Market on the date of grant. Incentive stock options granted
to stockholders owning more than 10% of the Company's outstanding stock are
subject to the additional restriction
13
<PAGE>
that the exercise price must be at least 110% of the fair market value on the
date of grant. While the Company is permitted by applicable laws to grant
options at below fair market value, to date the Company has not done so and
has no plans to do so in the future.
Terms of Options. Each option is evidenced by a written agreement between
the Company and the person to whom such option is granted. The Board or its
committee determines the terms of the options granted under the Option Plan.
Each option shall be designated either an incentive stock option or a
nonstatutory stock option except that to the extent that the aggregate fair
market value of the shares with respect to which options designated as
incentive stock options are exercisable for the first time by an optionee
during any calendar year (under all plans of the Company) exceeds $100,000,
such excess shall be treated as nonstatutory stock options. Options generally
vest at varying rates over a five-year period. Pursuant to the Option Plan,
options may be subject to the following additional terms and conditions:
(a) Expiration of Options. The term of each option granted under the
Option Plan is ten years from the date of grant, unless a shorter period is
provided in the stock option agreement. However, incentive stock options
granted to an optionee who, at the time of the grant, owns stock
representing more than 10% of the Company's outstanding stock, expire five
years from the date of grant or such shorter time as may be provided in the
stock option agreement.
(b) Exercise of Option. The Board or a committee of the Board may
determine when options are exercisable. An option is exercised by giving
written notice of exercise to the Company specifying the number of full
shares of Common Stock to be purchased and tendering payment of the
purchase price to the Company. The permissible methods of payment of the
exercise price of the shares purchased upon exercise of an option shall be
determined by the Board or its committee in accordance with the provisions
of the Option Plan and the applicable option agreement.
(c) Termination of Employment. If an optionee's employment or consulting
relationship with the Company is terminated for any reason other than death
or permanent disability, his options outstanding under the Option Plan may
be exercised within 30 days (or such other period of time as determined by
the Board, not to exceed certain limits) after the date of such termination
(but in no event later than the date of expiration of the term of such
option) to the extent the options were exercisable on the date of
termination. If an optionee ceases to serve as an outside director of the
Company for any reason other than death or Permanent disability, his
options outstanding under the Option Plan may be exercised within seven
months (or such other period as determined by the Board, not to exceed
certain limits) after the date of such termination (but in no event later
than the date of expiration of the term of such option) to the extent the
options were exercisable on the date of termination.
(d) Disability of Optionee. If an optionee's employment by the Company
terminates because of total and permanent disability, his options
outstanding under the Option Plan may be exercised within three months (or
such other period of time as determined by the Board, not to exceed certain
limits) after termination (but in no event later than the date of
expiration of the term of such option) to the extent such options were
exercisable at the date of termination. If an outside director's service on
the Board terminates because of total and permanent disability, his options
outstanding under the Option Plan may be exercised within seven months (or
such other period of time as determined by the Board, not to exceed twelve
months) after termination (but in no event later than the date of
expiration of the term of such option) to the extent such options were
exercisable at the date of termination.
(e) Death of Optionee. If an optionee should die while employed by the
Company or during his term as outside director, his options outstanding
under the Option Plan may be exercised by permitted entities at any time
within twelve months after death (but in no event later than the date of
expiration of the term of such option) to the extent the options were
exercisable at the date of death.
Non-Transferability of Options. Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution and may be exercised, during the
lifetime of the optionee, only by the optionee.
14
<PAGE>
Adjustment Upon Changes in Capitalization or Merger. In the event any change
is made in the Company's capitalization, such as a stock split or reverse
stock split, appropriate adjustment shall be made to the purchase price and to
the number of shares subject to the stock option. In the event of the proposed
dissolution or liquidation of the Company, all options will terminate
immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the successor corporation shall assume all
outstanding options or substitute new options therefor. If the successor
corporation refuses to assume the options or substitute equivalent options,
the Board may determine in its discretion to accelerate the exercisability of
such options. With respect to options granted to outside directors, each such
option shall automatically become fully vested and exercisable in the event of
substantially all of the assets of the Company or into another corporation.
Amendment and Termination of the Option Plan. The Board may amend or
terminate the Option Plan from time to time in such respects as the Board may
deem advisable, without approval of the stockholders, except to the extent and
in the manner required by Rule 16b-3 under the Exchange Act. Any amendment or
termination of the Option Plan shall not affect options already granted and
such options shall remain in full force and effect as if the Option Plan had
not been amended or terminated, unless mutually agreed otherwise between the
optionee and the Company, which agreement must be in writing and signed by the
optionee and the Company.
In any event, the Option Plan shall terminate in 1998. Any options
outstanding under the Option Plan at the time of its termination shall remain
outstanding until they expire by their terms.
FEDERAL TAX INFORMATION
Options granted under the 1988 Stock Option Plan may be either "incentive
stock options," as defined in Section 422 of the Code, or nonstatutory
options.
If an option granted under the Option Plan is an incentive stock option, the
optionee will recognize no income upon grant of the incentive stock option and
incur no tax liability due to the exercise unless the optionee is subject to
the alternative minimum tax. The Company will not be allowed a deduction for
federal income tax purposes as a result of the exercise of an incentive stock
option regardless of the applicability of the alternative minimum tax. Upon
the sale or exchange of the shares at least two years after grant of the
option and one year after receipt of the shares by the optionee any gain will
be treated as long-term capital gain and any loss will be treated as long-term
capital loss. If these holding periods are not satisfied, the optionee will
recognize ordinary income equal to the difference between the exercise price
and the lower of (i) the fair market value of the stock at the date of the
option exercise or (ii) the sale price of the stock. A different rule for
measuring ordinary income upon such a premature disposition may apply if the
optionee is also an officer, director, or 10% stockholder of the Company. The
Company will be entitled to a deduction in the same amount as the ordinary
income recognized by the optionee. Any gain or loss recognized on such a
premature disposition of the shares in excess of the amount treated as
ordinary income will be characterized as short-term or long-term capital gain
or loss, depending on the holding period, and will not result in any deduction
by the Company.
All other options which do not qualify as incentive stock options are
referred to as nonstatutory options. An optionee will not recognize any
taxable income at the time he is granted a nonstatutory option. However, upon
option exercise, the optionee will generally recognize ordinary income for tax
purposes measured by the excess of the then fair market value of the shares
over the exercise price, and the Company will be entitled to a tax deduction
in the same amount. The income recognized by an optionee who is also an
employee of the Company will be subject to tax withholding by the Company by
payment in cash or out of the current earnings paid to the optionee. Upon
resale of such shares by the optionee, any difference between the sales price
and the exercise price, to the extent not recognized as ordinary income as
provided above, will be treated as capital gain or loss.
Different rules may apply with respect to optionees subject to Section 16(b)
of the Exchange Act.
The foregoing summary of the effect of federal income taxation upon the
participant and the Company with respect to the purchase of shares under the
1988 Stock Option Plan does not purport to be complete, and
15
<PAGE>
reference should be made to the applicable provisions of the Code. In
addition, this summary does not discuss the tax consequences of the optionee's
death or the income tax laws of any municipality, state or foreign country in
which the participant may reside.
PARTICIPATION IN THE 1988 STOCK OPTION PLAN
The grant of options under the Option Plan to employees, including the Named
Executive Officers, is subject to the discretion of the plan's administrator.
As of the date of this proxy statement, there has been no determination by the
Administrator with respect to future awards under the Option Plan.
Accordingly, future awards are not determinable. The following table sets
forth information with respect to the grant of options to the Named Executive
Officers, Directors, to all current executive officers as a group, all current
Directors who are not executive officers and to all other employees as a group
during the last fiscal year.
AMENDED PLAN BENEFITS
1988 STOCK OPTION PLAN
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
PRICE
NAME OF INDIVIDUAL OR IDENTITY OF GROUP AND OPTIONS PER SHARE
POSITIONS GRANTED(#) ($/SH.)
------------------------------------------- ---------- ---------
<S> <C> <C>
Bernard V. Vonderschmitt........................ -- $ --
Chairman and Chief Executive Officer*
Willem P. Roelandts............................. 800,000 31.81
President and Chief Executive Officer*
Curtis S. Wozniak............................... -- --
President and Chief Operating Officer**
Scott Brown..................................... 90,000(1)(3) 22.88
Senior Vice President, Sales
C. Frank Myers.................................. 60,000(1)(3) 22.88
Vice President, Operations
Gordon M. Steel................................. 105,000(1)(3) 22.88
Senior Vice President, Finance and Chief
Financial Officer
John L. Doyle................................... 12,000 31.50
Director
Philip T. Gianos................................ 12,000 31.50
Director
All current executive officers as a group....... 1,115,000(1)(3) 28.83
All current directors who are not executive
officers....................................... 24,000 31.50
All other employees as a group.................. 2,832,000(2) 31.77
</TABLE>
- --------
* Mr. Roelandts succeeded Mr. Vonderschmitt as Chief Executive Officer of the
Company on January 11, 1996. Mr. Vonderschmitt continued as Chairman of the
Company's Board of Directors. On April 17, 1996, Mr. Roelandts assumed the
additional position of President of the Company.
** Mr. Wozniak resigned as President and Chief Operating Officer of the
Company effective April 15, 1996.
(1) Represents or includes options granted on April 3, 1995 based on
achievement of fiscal 1995 corporate and individual objectives.
(2) Reflects a three-for-one stock split effected on August 11, 1995.
(3) Excludes options granted on May 9, 1996 based on achievement of fiscal
1996 corporate and individual objectives.
16
<PAGE>
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the Votes Cast will be required
to approve the amendment to the Option Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE AMENDMENT TO THE OPTION PLAN.
PROPOSAL THREE
AMENDMENTS TO 1990 EMPLOYEE QUALIFIED
STOCK PURCHASE PLAN
There are currently a total of 2,925,000 shares reserved for issuance under
the 1990 Employee Qualified Stock Purchase Plan (the "Purchase Plan"). As of
March 30, 1996, a total of 2,672,950 shares had been purchased under the
Purchase Plan and 252,050 shares remained reserved for issuance thereunder
(without giving effect to the increase in shares being proposed to the
stockholders for approval at the Annual Meeting).
PROPOSAL
In April 1996, the Board of Directors adopted amendments to the Purchase
Plan to increase the authorized number of shares issuable under the Purchase
Plan by 460,000 for a total of 3,385,000 shares.
The Board considers the increase in shares necessary to fund the Purchase
Plan for the future. The Board believes that participation by the Company's
employees in the Purchase Plan promotes the success of the Company's business
through broad-based equity ownership among the employees. The Board further
believes that the Purchase Plan is an integral component of the Company's
benefits program that is intended to provide employees with an incentive to
exert maximum effort for the success of the Company and to participate in that
success through acquisition of the Company's Common Stock. As of April 1,
1996, approximately 78% of the employees were participating in the Purchase
Plan.
All of the Company's employees, currently approximately 1200, are eligible
to participate in the Purchase Plan, subject to minimal eligibility
requirements described below.
SUMMARY OF THE 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Purpose. The purpose of the Purchase Plan is to provide employees of the
Company and its designated subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions.
Administration. The Purchase Plan may be administered by the Board of
Directors or a committee appointed by the Board. All questions of
interpretation of the Purchase Plan are determined by the Board of Directors
or its committee, whose decisions are final and binding upon all participants.
Eligibility. Any person who is employed by the Company (or any designated
subsidiary) for at least 20 hours per week and more than five months in a
calendar year shall be eligible to participate in the Purchase Plan, provided
that the employee is employed on a given enrollment date and subject to
certain limitations imposed by Section 423(b) of the Code. Eligible employees
may become participants in the Purchase Plan by delivering to the Company a
subscription agreement authorizing payroll deductions at least 10 days prior
to the applicable enrollment date, unless a later time for filing the
subscription agreement has been set by the Board of Directors for all eligible
employees with respect to a given offering period.
Offering Periods. The Purchase Plan is implemented by consecutive 24 month
offering periods with a new offering period commencing on the first day of
January and July of each year. Each offering period consists of four six-month
exercise periods, with exercise dates occurring one day prior to the date six
months, 12 months, 18 months and 24 months from the enrollment date. The Board
of Directors may change the duration of any
17
<PAGE>
offering period without stockholder approval if it provides notice of such
change at least 15 days prior to the scheduled beginning of the offering
period affected.
Purchase Price. The purchase price of the shares offered under the Purchase
Plan in a given exercise period is the lower of 85% of the fair market value
of the Common Stock on the enrollment date or 85% of the fair market value of
the Common Stock on the exercise date. The fair market value of the Common
Stock on a given date is the closing sale price of the Common Stock for such
date as reported by the Nasdaq National Market as of such date.
Payroll Deductions. The purchase price for the shares is accumulated by
payroll deductions during each offering period. The deductions elected may not
exceed 15% nor fall beneath 2% of a participant's eligible compensation, which
is defined in the Purchase Plan to include all regular straight time earnings
and any payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses, commissions or other compensation for a given
offering period. A participant may discontinue participation in the Purchase
Plan and may increase or decrease the rate of payroll deductions at any time
during the offering period. Payroll deductions commence on the first payday
following the enrollment date and end on the last exercise date of the
offering period unless sooner terminated as provided in the Purchase Plan.
Grant and Exercise of Option. In general, the maximum number of shares
placed under option to a participant in an exercise period is that number
determined by dividing the amount of the participant's total payroll
deductions to be accumulated prior to an exercise date by the lower of 85% of
the fair market value of the Common Stock at the beginning of the offering
period or on the exercise date. Unless a participant withdraws from the
Purchase Plan, the participant's option for the purchase of shares is
exercised automatically on each exercise date for the maximum number of whole
shares at the applicable price.
No employee will be permitted to subscribe for shares under the Purchase
Plan if, immediately after the grant of the option, the employee would own
and/or hold options to own 5% or more of the voting securities of the Company
nor shall an employee be granted an option which would permit the employee to
buy under all employee stock purchase plans of the Company more than $25,000
worth of stock (determined at the fair market value of the shares at the time
the option is granted) in any calendar year.
Automatic Transfer to Low Price Offering Period. In the event that the fair
market value of the Company's Common Stock is lower on an exercise date than
on the enrollment date for the offering period, all participants shall be
deemed to have withdrawn from the offering period after the exercise of their
option on such exercise date and to have enrolled as participants in a new
offering period which begins on or about the day following such exercise date.
A participant may elect to remain in the previous offering period by filing a
written statement declaring such election prior to the time of the automatic
change to the new offering period.
Withdrawal; Termination of Employment. A participant may withdraw all, but
not less than all, payroll deductions credited to his or her account but not
yet used to exercise an option under the Purchase Plan at any time by signing
and delivering to the Company a notice of withdrawal from the Purchase Plan.
Any withdrawal by the participant of accumulated payroll deductions for a
given offering period automatically terminates the participant's interest in
that offering period. The failure to remain in the continuous employ of the
Company for at least 20 hours per week during an offering period will be
deemed to be a withdrawal from that offering period.
Transferability. No rights or accumulated payroll deductions of a
participant under the Purchase Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or pursuant to the Purchase Plan) and any attempt to so assign or
transfer may be treated by the Company as an election to withdraw from the
Purchase Plan.
Adjustments Upon Changes in Capitalization. In the event any change is made
in the Company's capitalization pursuant to a stock split or stock dividend,
appropriate adjustments will be made by the Board of Directors to the number
of shares subject to purchase under the Purchase Plan and in the purchase
price per share.
18
<PAGE>
Amendment or Termination. The Board of Directors may at any time and for any
reason amend or terminate the Purchase Plan, except that (other than in
limited circumstances set forth in the Purchase Plan) termination shall not
affect options previously granted prior thereto, and no amendment may make any
change in any option previously granted. In addition, stockholder approval for
any amendment must be obtained to the extent necessary to comply with Rule
16b-3 promulgated under the Exchange Act or Section 423 of the Code. In any
event, the Purchase Plan shall terminate in 2010.
FEDERAL TAX INFORMATION
The Purchase Plan, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of Sections 421 and
423 of the Code. Under these provisions, no income will be taxable to a
participant at the time of grant of the option or purchase of shares. Upon
disposition of the shares, the participant will generally be subject to tax
and the amount of the tax will depend upon the length of time the shares have
been held by the participant. If the shares have been held by the participant
for more than two years after the date of option grant, and more than one year
from the date the shares are purchased by him or her, the lesser of (a) the
excess of the fair market value of the shares at the time of such disposition
over the option price or (b) 15% of the fair market value of the shares on the
first day of the offering period, will be treated as ordinary income. Any
further gain upon such disposition will be treated as long-term capital gain.
If the shares are disposed of before the expiration of these holding periods,
the excess of the fair market value of the shares on the exercise date over
the option price will be treated as ordinary income, and any further gain or
loss on such disposition will be short-term capital gain or loss. The Company
is not entitled to a deduction for amounts taxed as ordinary income reported
by participants upon disposition of shares within two years from date of grant
or one year from the date of acquisition.
The foregoing summary of the effect of federal income taxation upon the
participation and the Company with respect to the purchase of shares under the
Purchase Plan does not purport to be complete, and reference should be made to
the applicable provisions of the Code. In addition, this summary does not
discuss the provisions of the income tax laws of any municipality, state or
foreign country in which the participant may reside.
19
<PAGE>
PARTICIPATION IN THE 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Participation in the Purchase Plan is voluntary and is dependent on each
eligible employee's election to participate and his or her determination as to
the level of payroll deductions. Accordingly, future purchases under the
Purchase Plan are not determinable. Non-employee directors are not eligible to
participate in the Purchase Plan. The following table sets forth certain
information regarding shares purchased under the Purchase Plan during the last
fiscal year and the payroll deductions accumulated at the end of the last
fiscal year in accounts under the Purchase Plan for each of the Named
Executive Officers, for all current executive officers as a group and for all
other employees who participated in the Purchase Plan as a group:
AMENDED PLAN BENEFITS
1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
NUMBER OF PAYROLL
SHARES DEDUCTIONS
NAME OF INDIVIDUAL OR IDENTITY OF GROUP AND PURCHASED DOLLAR AS OF FISCAL
POSITION (#)(1) VALUE($)(2) YEAR END
- ------------------------------------------- --------- ----------- ------------
<S> <C> <C> <C>
Bernard V. Vonderschmitt ................... -- $ -- $ --
Chairman and Chief Executive Officer*
Willem P. Roelandts......................... -- -- --
President and Chief Executive Officer*
Curtis S. Wozniak........................... 1,332 20,507 13,500
President and Chief Operating Officer**
Scott Brown................................. -- -- --
Senior Vice President, Sales
C. Frank Myers.............................. 1,333 19,906 7,294
Vice President, Operations
Gordon M. Steel............................. 1,333 20,136 7,238
Senior Vice President, Finance and Chief
Financial Officer
All current executive officers as a group... 3,998 60,549 32,558
All other employees as a group.............. 533,393 9,796,361 2,213,000
</TABLE>
- --------
* Mr. Roelandts succeeded Mr. Vonderschmitt as Chief Executive Officer of the
Company on January 11, 1996. Mr. Vonderschmitt continued as Chairman of the
Company's Board of Directors. On April 17, 1996, Mr. Roelandts assumed the
additional position of President of the Company.
**Mr. Wozniak resigned as President and Chief Operating Officer of the Company
effective April 15, 1996.
(1) Reflects a three-for-one stock split effected on August 11, 1995.
(2) Market value of shares on date of purchase, minus the purchase price under
the Purchase Plan.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the Votes Cast will be required
to approve the amendment to the Purchase Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE AMENDMENT TO THE PURCHASE PLAN.
20
<PAGE>
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent auditors,
to audit the consolidated financial statements of the Company for the fiscal
year ending March 29, 1997 and recommends that stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Ernst & Young LLP has audited the Company's financial statements for each
fiscal year since the fiscal year ended March 31, 1984. Representatives of
Ernst & Young LLP are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so, and are expected to
be available to respond to appropriate questions.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Affirmative votes constituting a majority of the Votes Cast will be required
to ratify the appointment of Ernst & Young LLP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR FISCAL YEAR 1997.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
The Board of Directors
Dated: June 24, 1996
21
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
P XILINX, INC.
R 1996 ANNUAL MEETING OF STOCKHOLDERS
O
X The undersigned stockholder of XILINX, INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of
Y Stockholders and Proxy Statement, each dated June 24, 1996, and hereby
appoints Willem P. Roelandts and Robert C. Hinckley, or either of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at
the 1996 Annual Meeting of Stockholders of XILINX, INC. to be held on July
30, 1996, at 11:00 a.m., local time, at the Hyatt Sainte Claire Hotel, 302
South Market, San Jose, California and at any adjournment or adjournments
thereof, and to vote all shares of Common Stock which the undersigned would
be entitled to vote if then and there personally present, on the matters
set forth on the reverse side.
-----------
SEE REVERSE
SIDE
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
<PAGE>
[X] Please mark
votes as in
this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE AMENDMENT TO THE 1988 STOCK
OPTION PLAN, FOR THE AMENDMENT TO THE 1990 EMPLOYEE QUALIFIED STOCK PURCHASE
PLAN, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS INDEPENDENT
AUDITORS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. PROPOSAL TO APPROVE AN [_] [_] [_]
AMENDMENT TO THE
Nominees: Bernard V. Vonderschmitt; Willem P. Roelandts; Philip COMPANY'S 1988 STOCK
T. Gianos; John L. Doyle OPTION PLAN TO INCREASE
THE NUMBER OF SHARES
FOR ALL WITHHOLD AUTHORITY RESERVED FOR ISSUANCE
NOMINEES [_] [_] TO VOTE FOR THEREUNDER BY 3,300,000
LISTED ABOVE ALL NOMINEES SHARES:
LISTED ABOVE
FOR AGAINST ABSTAIN
3. PROPOSAL TO APPROVE AN [_] [_] [_]
AMENDMENT TO THE
COMPANY'S 1990 EMPLOYEE
QUALIFIED STOCK PURCHASE
PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED
- -------------------------------------- MARK HERE [_] FOR ISSUANCE THEREUNDER
For all nominees except as noted above FOR ADDRESS BY 460,000 SHARES:
CHANGE AND
NOTE BELOW
4. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
APPOINTMENT OF ERNST & [_] [_] [_]
YOUNG AS THE INDEPENDENT
AUDITORS OF THE COMPANY
FOR FISCAL 1997:
(This Proxy should be marked, dated, and signed by the stockholder(s)
exactly as his or her name appears hereon, and returned promptly in
the enclosed envelope. Persons signing in a fiduciary capacity should
so indicate. If shares are held by joint tenants or as community
property, both should sign.)
Signature:_____________________ Date _______
Signature:_____________________ Date _______
</TABLE>
