<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
Xilinx, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transactions applies:
_________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
_________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
(5) Total fee paid:
_________________________________________________________________________
[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
_________________________________________________________________________
(2) Form, Schedule or Registration Statement no.:
_________________________________________________________________________
(3) Filing Party:
_________________________________________________________________________
(4) Date Filed:
_________________________________________________________________________
<PAGE>
[Xilinx, Inc. logo]
San Jose, California
October 21, 1999
Dear Stockholder:
Stockholders of record as of October 21, 1999 are encouraged to vote on the
enclosed proposal, which seeks to amend the Company's Certificate of
Incorporation, increasing the total number of authorized shares to accommodate
a proposed two-for-one split of the Company's Common Stock.
The Board of Directors has approved this amendment, subject to stockholder
approval, and encourages stockholders to vote FOR this proposal.
I urge you to sign, date, and promptly return the enclosed proxy in the
enclosed postage-paid envelope. In the alternative, you can vote via telephone
or the Internet as described in the Proxy Statement.
To complete this vote, the Company will hold a Special Meeting of
Stockholders at 11:00 a.m. on Thursday, December 16, 1999, at Xilinx corporate
headquarters, 2100 Logic Drive, San Jose, California 95124.
Please note that the only item on the agenda for this meeting will be voting
on this amendment. Other than matters directly relating to the increase in the
total number of authorized shares and the proposed two-for-one stock split,
management will be making no presentations at the Special Meeting, and senior
members of management will not be in attendance. We anticipate the Special
Meeting will take no longer than ten minutes.
If you decide to attend the Special Meeting and vote in person, you will of
course have that opportunity. However, to assure your representation at the
meeting, you are requested to mark, date, sign and return the enclosed proxy
card as promptly as possible in the envelope provided, or to vote via telephone
or the Internet. Stockholders attending the meeting may vote in person even if
they have returned a proxy.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
Sincerely,
Willem P. Roelandts
President and Chief Executive
Officer
<PAGE>
[Xilinx, Inc. logo]
2100 Logic Drive
San Jose, California 95124
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on December 16, 1999
----------------
To the Stockholders of
Xilinx, Inc.:
The Special Meeting of Stockholders of Xilinx, Inc., a Delaware corporation,
will be held at 11:00 a.m. on Thursday, December 16, 1999 at Xilinx corporate
headquarters, 2100 Logic Drive, San Jose, California 95124, for the following
purposes:
1. To consider and vote upon a proposed amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares
of the Company's Common Stock, $0.01 par value per share, from
300,000,000 to 500,000,000 to accommodate the proposed two-for-one split
of the Company's Common Stock; and
2. To transact such other business as may properly come before the meeting
and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on October 21, 1999
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the Special Meeting and any adjournment and
postponement thereof. In order to constitute a quorum for the conduct of
business at the Special Meeting, holders of a majority in voting interest of
the Company's outstanding Common Stock must be present in person or be
represented by proxy.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are requested to
mark, date, sign and return the enclosed proxy card as promptly as possible in
the postage-prepaid envelope provided. You may also vote via telephone or the
Internet as described in the Proxy Statement. Stockholders attending the
meeting may vote in person even if they have returned a proxy.
For the Board of Directors,
Thomas R. Lavelle
Secretary
San Jose, California
October 21, 1999
<PAGE>
Xilinx, Inc.
2100 Logic Drive
San Jose, California 95124
----------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
to be held on
December 16, 1999
----------------
GENERAL INFORMATION ON THE MEETING
This Proxy Statement is being mailed to stockholders of Xilinx, Inc., a
Delaware corporation (the "Company"), on or about November 1, 1999 in
connection with the solicitation by the Board of Directors of proxies to be
used at the Special Meeting of Stockholders of the Company to be held on
Thursday, December 16, 1999 at 11:00 a.m. at Xilinx corporate headquarters,
2100 Logic Drive, San Jose, California 95124, and any adjournment and
postponement thereof.
The cost of preparing, assembling and mailing the Notice of Special Meeting
of Stockholders, Proxy Statement and form of proxy and the solicitation of
proxies will be paid by the Company. The Company has retained the services of
Beacon Hill Partners to assist in obtaining proxies from brokers and nominees
of stockholders for the Special Meeting of Shareholders. The estimated cost of
such services is approximately $5,500 plus out-of-pocket expenses. Proxies may
be solicited in person or by telephone or telegraph by personnel of the Company
who will not receive any additional compensation for such solicitation. The
Company will pay brokers or other persons holding stock in their names or the
names of their nominees for the expenses of forwarding soliciting material to
their principals.
RECORD DATE AND VOTING
Only stockholders of record at the close of business on October 21, 1999 are
entitled to notice of and to vote at the meeting and at any adjournment or
postponement thereof. As of October 15, 1999, there were 159,272,529 shares of
Common Stock outstanding. Stockholders of record will be entitled to one vote
for each share of Common Stock held. In order to constitute a quorum for the
conduct of business at the Special Meeting, holders of a majority in voting
interest of the Company's outstanding Common Stock must be present in person or
be represented by proxy.
A stockholder giving a proxy may revoke it at any time before it is voted by
filing written notice of revocation with Thomas R. Lavelle, the Secretary of
the Company, at 2100 Logic Drive, San Jose, California 95124, or by appearing
at the meeting and voting in person. A prior proxy is automatically revoked by
a stockholder giving a valid proxy bearing a later date. Shares represented by
all valid proxies will be voted in accordance with the instructions contained
in the proxies. In the absence of instructions, shares represented by valid
proxies will be voted in accordance with recommendations of the Board of
Directors as shown on the proxy.
Stockholders whose shares are registered directly with EquiServe, L.P. may
also vote either via the Internet or by calling EquiServe, L.P. The Internet
and telephone voting procedures are designed to authenticate the stockholder's
identity through the use of a Control Number that is provided on each proxy
form. The procedure also allows the stockholder to vote his/her shares and to
confirm that voting instructions have been properly recorded. The enclosed
proxy form for EquiServe contains specific instructions regarding this
procedure.
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If a stockholder's shares are registered in the name of a bank, brokerage
firm, or other custodian, that stockholder may also be eligible to
electronically vote via the Internet or by telephone. A large number of banks
and brokerage firms are participating in the ADP Investor Communication
Services online program. This program provides eligible stockholders who
receive a paper copy of the proxy statement the opportunity to vote via the
Internet or by telephone. If the stockholder's bank or brokerage firm is
participating in ADP's program, the proxy form for ADP will provide
instructions for electronic voting.
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
The Board of Directors has approved, and is recommending to the stockholders
for approval at the Special Meeting, an amendment to Article Fourth of the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock, $0.01 par value per share, which the Company is authorized to
issue from 300,000,000 to 500,000,000. The Board of Directors determined that
this amendment is advisable and should be considered at the Special Meeting to
be held Thursday, December 16, 1999. The full text of the proposed amendment to
the Certificate of Incorporation is set forth below. The Company is currently
authorized to issue 2,000,000 shares of Preferred Stock, par value $.01 per
share, and the proposed amendment will not affect this authorization.
Purposes and Effects of Proposed Increase in the Number of Authorized Shares of
Common Stock
The proposed amendment would increase the number of shares of Common Stock,
$0.01 par value per share, the Company is authorized to issue from 300,000,000
to 500,000,000. The additional 200,000,000 shares of Common Stock would be a
part of the same existing class of Common Stock, and, if and when issued, would
have the same rights and privileges as the shares of Common Stock presently
issued and outstanding. As of October 15, 1999, there were 159,272,529 shares
of Common Stock outstanding. The Board of Directors believes it is desirable to
increase the number of shares of Common Stock the Company is authorized to
issue to accomplish the proposed stock split and to provide the Company with
adequate flexibility in the future with respect to the issuance of its Common
Stock. Except for the proposed stock split, the Company has no present
commitments, agreements, or intent to issue additional shares of Common Stock,
other than with respect to currently reserved shares, in connection with
transactions in the ordinary course of the Company's business, or shares that
may be issued under the Company's stock option, stock purchase and other
existing employee benefit plans.
Under Delaware law, the proposed stock split cannot occur unless
stockholders approve the proposed amendment to Article Fourth of the Company's
Certificate of Incorporation. The proposed amendment to Article Fourth would
permit the issuance of additional shares up to the new 500,000,000 maximum
authorization without further action or authorization by stockholders (except
as may be required in a specific case by law or the Nasdaq Stock Market rules).
The Board believes it is prudent for the Company to have this flexibility. The
holders of Common Stock are not entitled to preemptive rights or cumulative
voting. Accordingly, the issuance of additional shares of Common Stock might
dilute, under certain circumstances, the ownership and voting rights of
Stockholders. The proposed increase in the number of shares of Common Stock the
Company is authorized to issue is not intended to inhibit a change in control
of the Company. However, the availability for issuance of additional shares of
Common Stock could discourage, or make more difficult, efforts to obtain
control of the Company. For example, the issuance of shares of Common Stock in
a public or private sale, merger, or similar transaction would increase the
number of outstanding shares, thereby possibly diluting the interest of a party
attempting to obtain control of the Company. The Company is not aware of any
pending or threatened efforts to acquire control of the Company.
Purposes and Effects of Proposed Two-for-One Common Stock Split
The Board of Directors anticipates that the increase in the number of
outstanding shares of Common Stock of the Company resulting from a two-for-one
stock split will place the market price of the Common Stock in a range more
attractive to investors, particularly individuals. The Company's Common Stock
is listed for trading
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<PAGE>
on the Nasdaq Stock Market, and the Company will apply for listing of the
additional shares of Common Stock to be issued in the event the proposed stock
split is approved. If the proposed amendment is adopted, each stockholder of
record at 5:00 p.m., Eastern Standard Time, on December 17, 1999, would be the
record owner of, and entitled to receive, a certificate or certificates
representing one additional share of Common Stock, $.01 par value per share,
for each share of Common Stock then owned of record by such stockholder. In
addition, certificates representing shares of Common Stock, $.01 par value per
share, would be deemed to represent the same number of shares of Common Stock
having the same par value. Consequently, certificates representing shares of
Common Stock should be retained by each stockholder and should not be returned
to the Company or to its transfer agent. It will not be necessary to submit
outstanding certificates for exchange. In addition, if effected, the proposed
stock split will result in certain appropriate adjustments to the terms of the
Company's 1988 Stock Option Plan, as amended, 1990 Employee Qualified Stock
Purchase Plan, as amended and 1997 Stock Option Plan, as amended.
Tax Effect of the Two-for-One Stock Split
The Company has been advised by counsel that the proposed stock split would
not result in taxable income to owners of Common Stock under existing United
States federal income tax laws. The adjusted basis for tax purposes of each new
share and each retained share of Common Stock would be equal to one-half of the
adjusted basis for tax purposes of the corresponding share immediately
preceding the stock split. In addition, the holding period for each additional
share issued pursuant to the stock split would be deemed to be the same as the
holding period for the original share of Common Stock. The laws, other than
United States federal income tax laws, may impose taxes on the receipt or
ownership of the additional shares and stockholders are urged to consult their
tax advisors regarding the potential taxes.
Effective Date of Proposed Amendment and Issuance of Shares for Stock Split
The proposed amendment to Article Fourth of the Certificate of Incorporation
of the Company, if adopted by the required vote of stockholders, will become
effective at 5:00 p.m., Eastern Standard Time, on December 17, 1999, the
proposed record date for the determination of the owners of Common Stock
entitled to receive a certificate or certificates representing the additional
shares. Please do not destroy or send your present Common Stock certificates to
the Company. If the proposed amendment is adopted, those certificates will
remain valid for the number of shares shown thereon, and should be carefully
preserved by you. The Company expects that the additional shares will be
distributed on or about December 27, 1999, by book-entry in the records of the
Company. Stockholders will be entitled to receive physical stock certificates
upon request.
Amendment of Restated Certificate of Incorporation
If approved, the Company's Restated Certificate of Incorporation would be
amended by deleting the first paragraph of Article Fourth in its present form
and substituting therefor a new first paragraph of Article Fourth in the
following form:
"This Corporation is authorized to issue two classes of stock,
designated "Common Stock," $.01 par value, and "Preferred Stock," $.01
par value. The total number of shares of all classes of stock which the
Corporation has authority to issue is Five Hundred and Two Million
(502,000,000), consisting of Five Hundred Million (500,000,000) shares
of Common Stock and Two Million (2,000,000) shares of Preferred Stock."
Voting Tabulation and Board Recommendation
The affirmative vote of holders of a majority of the outstanding shares of
the Common Stock is required to approve the proposed amendment. Votes cast by
proxy or in person at the Special Meeting will be tabulated by the inspector of
election appointed for the Special Meeting and will determine whether or not a
quorum is present. The inspector of election will treat abstentions and broker
non-votes as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of
3
<PAGE>
determining the approval of the proposed amendment. Accordingly, abstentions
and broker non-votes will have the effect of a vote against the proposal. In
the absence of instructions, shares represented by valid proxies shall be voted
in accordance with the recommendations of the Board of Directors as shown on
the proxy.
If the amendment is not approved by the stockholders, the Company's Restated
Certificate of Incorporation, which authorizes the issuance of 300,000,000
shares of Common Stock, will continue in effect and the two-for-one split of
the Common Stock will not take place. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION.
PRINCIPAL STOCKHOLDERS
The following table sets forth information known to the Company as of
October 15, 1999 with respect to the beneficial ownership of the Company's
Common Stock by (i) each stockholder known by the Company to own beneficially
more than 5% of the outstanding shares of any class of Common Stock, (ii) each
director of the Company and (iii) all directors and officers as a group:
<TABLE>
<CAPTION>
Number of Shares Percent of
Directors, Officers and 5% Stockholders (1) Beneficially Owned (2) Total (3)
- ------------------------------------------- ---------------------- ----------
<S> <C> <C>
Principal Stockholders:
FMR Corp. (4)............................... 14,825,940 9.4%
82 Devonshire Street
Boston, MA 02109
T. Rowe Price Associates, Inc. (4).......... 11,708,400 7.5%
100 E. Pratt Street
Baltimore, MD 21202
Directors:
Bernard V. Vonderschmitt (5)................ 2,193,045 1.4%
Willem P. Roelandts (6)..................... 1,472,347 *
John L. Doyle (7)........................... 121,000 *
Philip T. Gianos (8)........................ 134,922 *
William G. Howard, Jr. (9).................. 112,000 *
Frank S. Sanda (10)......................... 35,000 *
Named Executive Officers:
R. Scott Brown (11)......................... 569,629 *
Kris Chellam (12)........................... 109,916 *
Steven D. Haynes (13)....................... 298,455 *
Dennis Segers (14).......................... 263,471 *
Richard W. Sevcik (15)...................... 396,313 *
Gordon M. Steel (16)........................ 1,291,964 *
All Directors and Officers as a Group (12
persons) (17)................................ 6,998,062 4.4%
</TABLE>
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* Less than 1%
(1) Unless otherwise indicated, all addresses are c/o Xilinx, Inc., 2100 Logic
Drive, San Jose, California, 95124.
(2) Beneficial ownership represents sole voting and investment power unless
otherwise noted.
(3) Percentages are calculated based on the total number of shares of Common
Stock outstanding (159,272,529) as of October 15, 1999 plus, where
applicable, shares issuable upon exercise of options within sixty days of
the Record Date.
(4) Based on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 12, 1999.
(5) Includes 2,181,545 shares held by the Bernard V. and Theresa S.
Vonderschmitt Joint Trust and options to purchase 11,500 shares of Common
Stock exercisable within 60 days of the Record Date.
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<PAGE>
(6) Includes options to purchase 1,466,391 shares of Common Stock exercisable
within 60 days of the Record Date. Mr. Roelandts is President and Chief
Executive Officer of the Company, in addition to being a director.
(7) Includes options to purchase 119,000 shares of Common Stock exercisable
within 60 days of the Record Date.
(8) Includes 20 shares held by Mr. Gianos' son and options to purchase 103,576
shares of Common Stock exercisable within 60 days of the Record Date.
(9) Includes options to purchase 112,000 shares of Common Stock exercisable
within 60 days of the Record Date.
(10) Includes options to purchase 28,000 shares of Common Stock exercisable
within 60 days of the Record Date.
(11) Includes options to purchase 472,529 shares of Common Stock exercisable
within 60 days of the Record Date. Mr. Brown is no longer an employee of
Xilinx.
(12) Includes 2,500 shares held by Mr. Chellam's immediate family, 4,000 shares
held by a Family Corporation and options to purchase 96,667 shares of
Common Stock exercisable within 60 days of the Record Date.
(13) Includes options to purchase 296,701 shares of Common Stock exercisable
within 60 days of the Record Date.
(14) Includes 1,650 shares held by Mr. Segers' immediate family and options to
purchase 155,242 shares of Common Stock exercisable within 60 days of the
Record Date.
(15) Includes options to purchase 392,533 shares of Common Stock exercisable
within 60 days of the Record Date.
(16) Includes options to purchase 630,234 shares of Common Stock exercisable
within 60 days of the Record Date. Mr. Steel is no longer an employee of
Xilinx.
(17) Includes options held by officers and directors of the Company to purchase
an aggregate of 3,884,373 shares of Common Stock exercisable within 60
days of the Record Date.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholders who wish to present proposals for action at the 2000 Annual
Meeting of Stockholders should submit their proposals in writing to Thomas R.
Lavelle, the Secretary of the Company, at the address set forth on the first
page of this Proxy Statement. Proposals must be received by the Secretary no
later than February 23, 2000, for inclusion in next year's proxy statement and
proxy card.
If a stockholder intends to submit a proposal at the next meeting of
stockholders, which is not eligible for inclusion in the proxy statement
relating to that meeting, the stockholder must give notice to the Company in
accordance with the requirements set forth in the Securities Exchange Act of
1934, as amended, no later than May 9, 2000. If a stockholder does not comply
with the foregoing notice provision, the proxy holders will be allowed to use
their discretionary voting authority when and if the proposal is raised at the
next annual meeting of stockholders.
MISCELLANEOUS
The Board of Directors does not know of any matters to be presented at the
Special Meeting other than as stated herein. If other matters do properly come
before the Special Meeting, the persons named on the accompanying proxy card
will vote the proxies in accordance with their judgment in such matters.
The Company will provide without charge a copy of its Annual Report on Form
10-K, including financial statements and related schedules, filed with the
Securities and Exchange Commission, upon request in writing from any person who
was holder of record, or who represents in good faith he was a beneficial
owner, of Common Stock of the Company on October 21, 1999. Any such request
shall be addressed to the Company at 2100 Logic, San Jose, California 95124,
Attention: Thomas R. Lavelle, Secretary. In the alternative, a shareholder may
access the Annual Report on Form 10-K via the Internet at
www.investor.xilinx.com and then linking to the S.E.C. Filings page.
EACH STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON
IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
OR TO VOTE VIA THE TELEPHONE OR THE INTERNET AS DESCRIBED HEREIN.
The Board of Directors
San Jose, California
October 21, 1999
5
<PAGE>
PROXY PROXY
XILINX, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 16, 1999
The undersigned hereby appoints KRIS CHELLAM and THOMAS R. LAVELLE, and each
of them, with full power of substitution in each, as proxies of the undersigned
to attend and vote, as designated on the reverse side, all shares of Xilinx,
Inc., a Delaware corporation (the "Company"), which the undersigned may be
entitled to vote at the Special Meeting of Stockholders to be held December 16,
1999 and any adjournment or postponement thereof:
Please mark your vote as indicated in this example [X]
1. Proposal to approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of the
Company's Common Stock from 300,000,000 to 500,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before such meeting.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AS SPECIFIED
ABOVE, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please date, sign on reverse side and return in accompanying envelope.
<PAGE>
ANY PREVIOUS PROXY EXECUTED BY THE UNDERSIGNED IS HEREBY REVOKED.
Receipt of the notice of meeting and the proxy statement for the Special
Meeting dated December 16, 1999 is hereby acknowledged.
Signature(s) ________________________________________ Date: _____________, 1999
NOTE: Please sign exactly as addressed hereon. If the stock is jointly held
each owner must sign. Executors, trustees, guardians and attorneys should so
indicate when signing. Attorneys should submit powers of attorney.
EQUISERVE VOTING INSTRUCTIONS
<TABLE>
<CAPTION>
Vote by Telephone Vote by Internet
It's fast, convenient and immediate! Call It's fast, convenient and your vote is
Toll-Free on a Touch-Tone Phone 1-877-PRX- immediately confirmed and posted.
VOTE (1-877-779-8683)
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<S> <C>
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and 1. Read the accompanying Proxy Statement and
Proxy Card. Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE 2. Go to the Website
(1-877-779-8683). For shareholders http://www.eproxyvote.com/xlnx
residing outside the United States call
the following number collect on a touch-
tone phone: 1-201-536-8073.
3. Enter your 14-digit Voter Control Number 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your located on your Proxy Card above your
name. name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE (1-877-779-8683) anytime! Go to http://www.eproxyvote.com/xlnx
</TABLE>
