<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-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 transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO OF XILINX INC.]
June 26, 2000
Xilinx Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
to be held on August 10, 2000 at 11:00 a.m. Pacific Daylight Time at Xilinx,
Inc.'s headquarters located at 2100 Logic Dr., San Jose, California, 95124.
At this meeting, in addition to the election of directors and ratification
of our independent auditors, we are seeking stockholder approval for an
increase in the authorized number of shares of Common Stock of the Company. We
believe such an increase is in the best interest of the Company as it provides
a reserve of shares available for future issuance as various business needs
and opportunities arise, including, but not limited to, financing
acquisitions, establishing strategic relationships with corporate partners,
providing equity incentives to employees, consultants, officers or directors
or effecting stock splits in the form of stock dividends.
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 vote on-line or via telephone or, in
the alternative, mark, 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/ William P. Roelandts
Willem P. Roelandts
Chief Executive Officer
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
OR VOTE YOUR PROXY ELECTRONICALLY OR BY TELEPHONE. PLEASE REFERENCE THE
"VOTING VIA THE INTERNET AND TELEPHONE" SECTION ON PAGE 1 FOR INFORMATION.
<PAGE>
[LOGO OF XILINX, INC.]
XILINX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 10, 2000
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 Thursday, August
10, 2000 at 11:00 a.m., Pacific Daylight Time, at the Company's business
address at 2100 Logic Drive, San Jose, California, for the following purposes:
1. To elect nine directors to serve for the ensuing year or until their
successors are duly elected and qualified;
2. 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 500,000,000 to
2,000,000,000;
3. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending March 31, 2001; and
4. 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 12, 2000 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 vote
on-line or via telephone or, in the alternative, 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/ Thomas R. Lavelle
Thomas R. Lavelle
Secretary
San Jose, California
June 26, 2000
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 OR VOTE YOUR PROXY ELECTRONICALLY OR BY TELEPHONE.
PLEASE REFERENCE THE "VOTING VIA THE INTERNET AND TELEPHONE" SECTION ON
PAGE 1 FOR INFORMATION.
<PAGE>
XILINX, INC.
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being mailed to stockholders of Xilinx, Inc., a
Delaware corporation (the "Company"), on or about June 26, 2000 in connection
with the solicitation by the Board of Directors of proxies to be used at the
Annual Meeting of Stockholders of the Company to be held on Thursday, August
10, 2000 at 11:00 a.m., Pacific Daylight Time at the Company's corporate
headquarters, located at 2100 Logic Drive, San Jose, California 95124, and any
adjournment and postponement thereof.
The cost of preparing, assembling and mailing the Notice of Annual 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 Annual 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.
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
Revocability of Proxies
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.
Voting and Solicitation
Each stockholder is entitled to one vote for each share of Common Stock of
the Company ("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.
Voting via the Internet and Telephone
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, L.P. contains specific instructions regarding this
procedure.
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 vote
electronically 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.
<PAGE>
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting
is a majority of the outstanding shares of Common Stock as of the close of
business (5:00 p.m., Eastern Daylight Time) on June 12, 2000. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by the inspector of
elections appointed for the Annual Meeting and will determine whether or not a
quorum is present. Shares that are voted "FOR," "AGAINST" or "WITHHELD"
(abstentions) 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
record owners of 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. The inspector of elections will treat
broker non-votes as present only for purposes of determining a quorum and not
as Votes Cast. 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.
With respect to the election of directors, the nine nominees receiving the
highest number of Votes Cast at the meeting shall be elected as directors. The
affirmative vote of holders of a majority of the outstanding shares of the
Common Stock is required to approve the proposed amendment to the Company's
Certificate of Incorporation. Affirmative votes constituting a majority of the
Votes Cast will be required to ratify the appointment of Ernst & Young LLP.
The inspector of elections will treat abstentions and broker non-votes as
unvoted for purposes of determining the approval of the proposal. Accordingly,
abstentions and broker non-votes will have the effect of a vote against the
proposed amendment to the Company's Certificate of Incorporation and against
the ratification of Ernst & Young LLP.
Record Date and Shares Outstanding
Only stockholders of record at the close of business (5:00 p.m., Eastern
Daylight Time) on June 12, 2000 (the "Record Date") are entitled to notice of
and to vote at the meeting and at any adjournment or postponement thereof. As
of the Record Date, there were 326,300,719 shares of Common Stock outstanding.
Stockholders of record will be entitled to one vote for each share of Common
Stock held. 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 $85.50 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 2001 Annual Meeting of Stockholders must
be received by the Company no later than February 23, 2001, in order that they
may be included in the proxy statement and form of proxy relating to that
meeting.
The attached proxy card grants the proxy holders discretionary authority to
vote on any matter raised at the meeting. 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 8, 2001.
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.
Stock Split
On December 27, 1999, the Board of Directors announced a 2-for-1 stock
split of the outstanding shares of Common Stock of the Company (the "Stock
Split"). The Stock Split was effected through a stock dividend pursuant to
which stockholders of record as of the close of business on December 17, 1999
were entitled to receive as a dividend one (1) share of Common Stock for each
share of Common Stock owned by them. The Board of Directors approved the Stock
Split to lower the market price and to increase the trading activity of the
Company's Common Stock with a view to obtaining wider distribution and
improved marketability of the Common Stock. Unless otherwise indicated, all
share and per share amounts presented herein related to the Company's capital
stock reflect the Stock Split.
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
A board of nine 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 nine nominees named below. 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
--------------- --- -------------------- --------
<S> <C> <C> <C>
Bernard V. Vonderschmitt............ 76 Chairman of the Board 1984
Willem P. Roelandts................. 55 President and Chief Executive Officer 1996
John L. Doyle....................... 68 Consultant 1994
Jerald G. Fishman................... 54 President & CEO, Analog Devices, Inc. 2000
Philip T. Gianos.................... 50 General Partner, InterWest Partners 1985
William G. Howard, Jr............... 58 Consultant 1996
Frank S. Sanda...................... 51 President, Japan Communications, Inc. 1998
Dennis Segers....................... 47 Senior Vice President and General --
Manager, Advanced Products Group
Richard W. Sevcik................... 52 Senior Vice President, IP, Services, --
and Software Group
</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 Credence Systems, Inc., International
Microelectronic Products, Inc. and Sanmina Corporation.
Mr. Roelandts joined the Company in January 1996 as Chief Executive Officer
and 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. Mr. Roelandts began his career at Hewlett-Packard
Company in 1967 and served as Senior Vice President and General Manager of
Computer Systems Organizations from August 1992 through January 1996 and as
Vice President and General Manager of the Network Systems Group from December
1990 through August 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. From September 1991 to July 1993, and from
December 1993 to the present, Mr. Doyle has been an independent consultant. In
addition, Mr. Doyle is a director of Analog Devices, Inc. and DuPont
Photomasks, Inc.
Mr. Fishman is the President, Chief Executive Officer and a director of
Analog Devices, Inc. Mr. Fishman was elected President and Chief Executive
Officer of Analog Devices, Inc. in November 1996. Mr. Fishman also serves as a
director of Kollmorgen Corp. and Cognex Corp.
3
<PAGE>
Mr. Gianos has been a General Partner of InterWest Partners since August
1982. Mr. Gianos has been a director of Ramp Networks since March 1996, and a
director of T/R Systems since January 1996.
Mr. Howard has worked as an independent consultant since December of 1990.
Mr. Howard also serves as a director of BEI Electronics, Inc., BEI
Technologies, Inc., Credence Systems Corporation, and Ramtron International
Corporation.
Mr. Sanda served as the Vice President and General Manager of the Japan
Cellular Subscriber Division of Motorola, Inc. from January 1990 to July 1994
and was President and Chief Executive Officer of Apple Japan, Inc. from July
1994 to July 1995. Since July 1995, Mr. Sanda has served as President and
Chief Executive Officer of L.T.S. & Co. Ltd., and since May 1996, he has
served as Chairman, President, and Chief Executive Officer of Nihon Tsushin
K.K. (Japan Communications, Inc.), a Japanese telecommunications company.
Mr. Segers joined the Company in January 1994 as Director of Strategic
Products and was promoted to Vice President and General Manager in November
1995. In April 1998, he was appointed Senior Vice President, and General
Manager, Advanced Products Group.
Mr. Sevcik joined the Company in April 1997 as Senior Vice President, IP,
Services, and Software Group. He was at Hewlett-Packard Company for 10 years
where, from 1994 through 1996, he served as Group General Manager of the
company's Systems Technology Group and oversaw five divisions involved with
product development for servers, workstations, operating systems,
microprocessors, networking and security. In 1995, he was named Vice
President. From 1992 to 1994, he served as Group General Manager of Computer
Systems and Servers and was responsible for four divisions.
Mr. Vonderschmitt and Mr. Sanda are brothers-in-law. There are no other
family relationships among the directors or executive officers of the Company.
Required Vote
The nine 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.
4
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of Common Stock of
the Company as of the Record Date 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) each of the named officers in the
"Summary Compensation Table" (collectively, the "Named Executive Officers")
and (iv) all directors and executive officers at fiscal year end as a group:
<TABLE>
<CAPTION>
Number of Percent
Directors, Officers and 5% Stockholders Shares of Total
--------------------------------------- ---------- --------
<S> <C> <C>
Principal Stockholders
Putnam Investments Inc. (1)............................... 17,831,962 5.5%
One Post Office Square
Boston, MA 02109 16,685,400 5.1%
T. Rowe Price Associates, Inc. (2)........................
100 E. Pratt Street
Baltimore, MD 21202
Directors
Bernard V. Vonderschmitt (3)............................. 4,168,490 1.3%
Willem P. Roelandts (4).................................. 3,498,051 1.1%
John L. Doyle (5)........................................ 241,730 *
Jerald G. Fishman (9).................................... 3,000 *
Philip T. Gianos (6)..................................... 294,594 *
William G. Howard, Jr. (7)............................... 276,750 *
Frank S. Sanda (8)....................................... 106,000 *
Named Executive Officers
Kris Chellam (10)........................................ 282,756 *
Steven D. Haynes (11).................................... 412,867 *
Dennis L. Segers (12).................................... 398,466 *
Richard W. Sevcik (13)................................... 1,020,504 *
All directors and executive officers at fiscal year end as
a
group (15 persons)(14).................................... 11,878,426 3.6%
</TABLE>
--------
* Less than 1%
(1) 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 18, 2000.
(2) 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 10, 2000.
(3) Includes 4,146,740 shares held by the Bernard V. and Theresa S.
Vonderschmitt Joint Trust and options to purchase 21,750 shares of Common
Stock exercisable within 60 days of Record Date.
(4) Includes options to purchase 3,473,316 shares of Common Stock exercisable
within 60 days of Record Date. Mr. Roelandts is Chief Executive Officer
of the Company, in addition to being a director.
(5) Includes 4,000 shares held by the Doyle Family Trust and options to
purchase 237,730 shares of Common Stock exercisable within 60 days of
Record Date.
(6) Includes 40 shares held by his son and options to purchase 231,902 shares
of Common Stock exercisable within 60 days of Record Date.
(7) Includes options to purchase 276,750 shares of Common Stock exercisable
within 60 days of Record Date.
(8) Includes options to purchase 92,000 shares of Common Stock exercisable
within 60 days of Record Date.
(9) Includes options to purchase 3,000 shares of Common Stock exercisable
within 60 days of Record Date.
(10) Includes 18,922 shares held by the Chellam Family Trust, 5,000 shares
held by his immediate family, 8,000 shares held by a Family Corporation
and options to purchase 250,834 shares of Common Stock exercisable within
60 days of Record Date.
(11) Includes options to purchase 366,717 shares of Common Stock exercisable
within 60 days of Record Date.
(12) Includes 2,900 shares held by his immediate family and options to
purchase 179,618 shares of Common Stock exercisable within 60 days of
Record Date. Mr. Segers is up for election as a director of the Company.
(13) Includes options to purchase 1,012,166 shares of Common Stock exercisable
within 60 days of Record Date. Mr. Sevcik is up for election as a
director of the Company.
(14) Includes options held by officers and directors of the Company to
purchase an aggregate of 7,135,532 shares of Common Stock exercisable
within 60 days of Record Date.
5
<PAGE>
Board Meetings and Committees
The Board of Directors of the Company held a total of eight (8) meetings
during the fiscal year ended April 1, 2000. No director attended fewer than
75% of the aggregate of all meetings of the Board of Directors or its
committees on which such director served during the time each director was a
member of the Board of Directors. The Board of Directors has an Audit
Committee, a Compensation Committee, and a Nominating and Governance
Committee.
The Audit Committee, which currently consists of John L. Doyle, William G.
Howard, Jr. and Frank S. Sanda, met four (4) times during fiscal year 2000.
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,
William G. Howard, Jr. and Frank S. Sanda, met four (4) times during fiscal
year 2000. The Compensation Committee has responsibility for establishing the
compensation policies of the Company. The Committee determines the
compensation of the Company's Board of Directors and its executive officers
and has exclusive authority to grant options to Directors and executive
officers under the 1997 Stock Plan.
The Nominating and Governance Committee, which currently consists of Willem
P. Roelandts, Bernard V. Vonderschmitt and John L. Doyle met one (1) time
during fiscal year 2000. The Nominating and Governance Committee has
responsibility for nominating individuals to serve as members of the Board of
Directors, and to establish policies affecting corporate governance. The
Nominating and Governance Committee, among other things, determines the size
and composition of the Company's Board of Directors and nominates directors
and executive officers for election.
Compensation of Directors
Standard Arrangements
During fiscal year 2000, the Compensation Committee reviewed and revised
the cash and stock option compensation for Outside Directors. Beginning in
Fiscal Year 2001, the Company will pay its directors $30,000 per year (paid on
a quarterly basis) to attend Board meetings. Chairpersons of Board committees
receive an additional $5,000 per year, also paid on a quarterly basis.
The Company's 1997 Stock Plan currently provides for an automatic grant of
nonstatutory options to Outside Directors of the Company. Each eligible
Outside Director will now be granted an initial option to purchase 36,000
shares of Common Stock on the date of the director's first meeting after
becoming a director and an additional option to purchase 12,000 shares of
Common Stock on an annual basis thereafter. Director options are granted with
an exercise price equal to the fair market value of the Company's Common Stock
on the date of grant and currently vest over four years.
Mr. Vonderschmitt, who served as the Company's Chief Executive Officer from
August 1994 to January 1996 and was President of the Company from its
inception in February 1984 to August 1994, became an Outside Director on April
1, 1998.
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 initial base
compensation of $41,667 per month, a target bonus equal to 60% of base salary
and the grant of options to purchase 3,200,000 shares of Common Stock,
exercisable at $7.95 per
6
<PAGE>
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 also provides that if Mr. Roelandts
is terminated without cause within one year of a change in control of the
Company, he would receive two year's base pay, two year's target bonus, two
year's medical and dental insurance and full vesting of all previously
unvested stock options.
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. The terms of the Consulting Agreement
provide for minimal compensation, continued vesting of all stock options which
Mr. Vonderschmitt received as President of the Company and for reimbursement
of expenses incurred by Mr. Vonderschmitt in connection with the provision of
his consulting services as well as the provision of medical and dental
insurance for Mr. Vonderschmitt and his spouse.
On April 10, 1997, the Company entered into a letter agreement with Richard
W. Sevcik, its current Senior Vice President, IP, Services, and Software
Group, 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 a hire-on
bonus of $150,000 payable over two years in equal installments, initial base
compensation of $29,167 per month, a target bonus equal to 50% of base salary
with the first two Fiscal Year 1998 quarters guaranteed and the grant of
options to purchase 1,200,000 shares of Common Stock, exercisable at $11.72
per share and vesting over a four year period. The letter agreement provides
that in the event that Mr. Sevcik 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. Sevcik is
terminated without cause within one year of a change in control of the
Company, he would receive one year's base pay, one year's target bonus, one
year's medical and dental insurance and one year's vesting of unvested stock
options.
On December 3, 1997, the Board of Directors approved a discretionary plan
enabling them to provide for the acceleration of the vesting by one year of
options of an officer in the event of the voluntary resignation by such
officer at or after attaining the age of fifty-five (55) with at least five
year's service as an officer of the Company. Such acceleration of the vesting
of options is subject to certain restrictions and conditions as determined by
the Board of Directors.
On July 22, 1998, the Company entered into a letter agreement with Kris
Chellam, its current Senior Vice President, Finance and Chief Financial
Officer, relating to terms of his employment and his initial level of
compensation. The agreement provides for a hire date of July 27, 1998 and
hire-on bonus of $150,000 payable in six equal, quarterly installments,
initial base compensation of $22,917 per month, and the grant of options to
purchase 600,000 shares of Common Stock at a price per share equal to $8.91
and vesting over a four year period.
7
<PAGE>
Executive Compensation
The following table sets forth compensation paid for services to the
Company in all capacities during the three fiscal years ended April 1, 2000 to
(i) the Company's Chief Executive Officer, and (ii) the four other most highly
compensated individuals who were serving as executive officers of the Company
at the end of the Company's fiscal year ended April 1, 2000:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards (2)
---------------------- ------------
Bonus All Other
Name and Principal Position Year Salary (1) Option(s)(#) Compensation
--------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Willem P. Roelandts......... 2000 $618,000 $352,878 175,000(3) $180,060(10)
President and Chief 1999 $583,000 -- 640,800(4) $ 5,544(11)
Executive Officer 1998 $550,000 -- 360,000(5) $ 39,097(12)
Kris Chellam................
Senior Vice President, 2000 $290,012 $241,031(20) 50,000(3) $ 72,827(10)
Finance and Chief Financial 1999 $178,221 $146,497(21) 680,000(9) $ 600(13)
Officer 1998 -- -- -- --
Steven D. Haynes............ 2000 $265,000 $121,370 30,000(3) $180,060(10)
Vice President, Worldwide 1999 $225,500 $133,900 120,000(6) $ 19,439(14)
Sales 1998 $195,000 $112,797(22) 80,000(5) $ 59,290(15)
Dennis L. Segers............ 2000 $310,000 $177,475 80,000(3) $180,060(10)
Senior Vice President and 1999 $238,625 $139,756 220,000(7) $ 10,870(11)
General Manager, Advanced 1998 $195,000 $ 30,000 160,000(5) $ 31,366(16)
Products Group
Richard W. Sevcik........... 2000 $404,500 $231,576 70,000(3) $180,060(10)
Senior Vice President, IP, 1999 $378,000 $261,157 120,000(8) $ 4,892(11)(17)
Services & Software Group 1998 $340,805 $163,500(23) 1,360,000(19) $ 2,734(18)
</TABLE>
--------
(1) Except as otherwise provided, represents management incentives earned in
fiscal years 2000, 1999, and 1998 for achievement of corporate and
individual objectives.
(2) 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).
(3) Represents options granted on April 3, 2000 based on achievement of
fiscal 2000 corporate and individual objectives.
(4) Represents 600,000 options granted on April 1, 1999 based on achievement
of fiscal 1999 corporate and individual objectives, 20,400 options
granted on each October 15, 1998 and April 15, 1999 as part of the
Management Incentive Plan.
(5) Represents options granted on April 1, 1998 based on achievement of
fiscal 1998 corporate and individual objectives.
(6) Represents 40,000 options granted on November 24, 1998 based on Mr.
Haynes' promotion to Vice President of Worldwide Sales and 80,000 options
granted on April 1, 1999 based on achievement of fiscal 1999 corporate
and individual objectives.
(7) Represents 60,000 options granted on November 24, 1998 based on Mr.
Segers' promotion to Senior Vice President and 160,000 options granted on
April 1, 1999 based on achievement of fiscal 1999 corporate and
individual objectives.
(8) Represents options granted on April 1, 1999 based on achievement of
fiscal 1999 corporate and individual objectives.
8
<PAGE>
(9) Represents 600,000 options granted on July 27, 1998 based on a new hire
agreement and 80,000 options granted April 1, 1999 based on achievement
of fiscal 1999 corporate and individual objectives.
(10) Includes the 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.
(11) Includes $1,200 of employer contributions made to the employee's 401(k)
account for achievement of corporate objectives plus the 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.
(12) Represents $600 of employer contributions made to the employee's 401(k)
account for achievement of corporate objectives, $22,870 in term life
insurance premiums paid by the Company for 1998 and $15,627 representing
the 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.
(13) Represents employer contributions made to the employee's 401(k) account
for achievement of corporate objectives.
(14) Represents $1,200 of employer contributions made to the employee's 401(k)
account for achievement of corporate objectives plus the 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. Also includes car allowance of $7,200 and
relocation bonus of $7,500.
(15) Represents $7,200 car allowance, $30,000 of relocation expenses and
$22,090 representing the 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.
(16) Represents the 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.
(17) Also includes a $463 airline ticket paid for by the Company.
(18) Represents $600 of employer contributions made to the employee's 401(k)
account for achievement of corporate objectives plus the 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.
(19) Represents 1,200,000 options granted on April 10, 1997 based on a new-
hire agreement and 160,000 options granted on April 1, 1998 based on
achievement of fiscal 1998 corporate and individual objectives.
(20) Includes the remaining $75,000 of a $150,000 hire-on bonus; the other
$75,000 was paid in 1999.
(21) Includes $75,000 of a $150,000 hire-on bonus, the remainder of which was
paid in 2000.
(22) Includes sales commissions, as the employee did not participate in the
Management Incentive Plan.
(23) Also includes a $75,000 hire-on bonus and a $1,000 employee referral
bonus.
9
<PAGE>
The following table shows option grants during the fiscal year ended April
1, 2000 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>
Potential Realizable
Individual Grants Value at Assumed
% of Total Annual Rates of Stock
Options Granted Price Appreciation for
to Employees in Option Term
Options/SARs Fiscal Exercise Expiration ----------------------
Name Granted (1) Year (2)(6) Price (3) Date (4) 5% (5) 10% (5)
---- ------------ ----------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Willem P. Roelandts..... 175,000(6) 2.6% $77.63 04/03/10 $8,543,140 $21,649,995
Kris Chellam............ 50,000(6) 0.7% $77.63 04/03/10 $2,440,897 $ 6,185,713
Steven D. Haynes........ 30,000(6) 0.4% $77.63 04/03/10 $1,464,538 $ 3,711,428
Dennis L. Segers........ 80,000(6) 1.2% $77.63 04/03/10 $3,905,436 $ 9,897,141
Richard W. Sevcik....... 70,000(6) 1.0% $77.63 04/03/10 $3,417,256 $ 8,659,998
</TABLE>
--------
(1) These options were granted under the Company's 1997 Stock Option Plan,
have a 10-year term, vest over a four-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 6,912,287
shares of Common Stock of the Company which were granted to all employees
during the fiscal year ended on April 1, 2000.
(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, director, 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 April 3, 2000 based on achievement of fiscal
2000 corporate and individual objectives.
The following table sets forth, as to the Named Executive Officers, certain
information concerning exercise of options during the fiscal year ended April
1, 2000, and the year-end value of unexercised options:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Options
<TABLE>
<CAPTION>
Number of Value of Unexercised In-
Shares Unexercised the-Money Options at
Acquired Options at Fiscal Year End Fiscal Year End ($)(1)
on Value ----------------------------- --------------------------
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------ ------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Willem P. Roelandts..... 120,000 $ 3,294,863 3,095,334 1,305,566 $228,699,538 $90,070,228
Kris Chellam............ 80,000 $ 3,144,687 188,333 411,667 $ 13,682,367 $29,628,857
Steven D. Haynes........ 273,838 $11,357,242 437,895 199,667 $ 32,128,214 $13,713,754
Dennis L. Segers........ 439,550 $13,244,604 153,484 336,666 $ 10,764,618 $22,866,842
Richard W. Sevcik....... 101,600 $ 1,955,617 877,567 500,833 $ 62,246,076 $34,818,237
</TABLE>
--------
(1) Calculated by determining the difference between the fair market value of
the Securities underlying the options at March 31, 2000 ($82.81 per share)
and the exercise price of the options.
10
<PAGE>
Report of the Compensation Committee of the Board of Directors for Fiscal Year
2000
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 Profit Sharing
Plan, the Xilinx Incentive Plan, the 1990 Employee Qualified Stock Purchase
Plan and the 1997 Stock 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 similar industries and are of roughly
similar size (as measured by revenues and aggregate market value) and maturity
as the Company.
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 2000 fiscal
year, the Committee considered a number of factors. In the case of all
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
objective data synthesized to competitive ranges following statistical
analysis and subjective 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
2000, 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 that
target percentage was established based on 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
semiannually. For the 2000 fiscal year, payment of such bonuses depended upon
achievement of pre-stated levels of revenue growth and operating income goals,
weighted equally.
The Committee's determination with respect to stock option grants to
officers for fiscal year 2000 was 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 objective data synthesized to competitive
ranges following statistical analysis and subjective 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, and the value of stock option grants of comparable officers at
comparable companies.
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
11
<PAGE>
program is competitive, the Company periodically reviews the compensation
practices of other leading companies in similar industries. 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.
Compensation Determination and Administration Processes. The Company
applies its compensation philosophy worldwide. 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 believes that all employees are responsible for achieving
corporate profit objectives. The Company has two profit-based cash incentive
plans: a worldwide Profit Sharing Plan and a Xilinx 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 revenue and operating income.
The Company's officers and key employees, including certain of the Named
Executive Officers, participate in the Xilinx Incentive Plan, while all other
employees (with the exception of employees in the Sales Incentive Plan),
participate in the Profit Sharing Plan (provided that they are employed for
the entire calendar quarter). Officers and key employees do not participate in
the Profit Sharing Plan.
For employees eligible for the Xilinx Incentive Plan, distribution of the
pool of eligible profits occurs semiannually. Individual awards are based upon
salary, Company performance and level of responsibility.
For employees eligible for the Profit Sharing Plan, the pool of eligible
profits are distributed quarterly, with 50% divided equally among all
participants and the other 50% divided proportionately among participants
based on salary level.
The Compensation Committee adopted a non-qualified deferred compensation
plan during fiscal year 2000. Under the deferred compensation plan, certain
key employees and non-employee Directors may defer a portion of their salary
and bonus. Participants direct the investment of their account balances among
mutual funds selected by the participants. This plan was initiated on April 1,
2000.
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 1997 Stock Plan, as well as a 1990 Employee
Qualified Stock Purchase Plan.
The 1988 Stock Option Plan and the 1997 Stock Plan utilize vesting periods
to encourage individuals to remain in the employ of the Company and to support
the long-term interests of the stockholders. The 1988 Stock Option Plan had a
ten-year life span and expired on March 18, 1998. No shares have been granted
under the 1988 Stock Option Plan since its expiration. Under the 1997 Stock
Plan 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 four-year or 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.
12
<PAGE>
Under the 1990 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.
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
recommendation of the Compensation Committee, Mr. Roelandts received an annual
base salary in the amount of $618,000 for fiscal year 2000. Mr. Roelandts was
also eligible for 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. In Fiscal Years 1998, and 1999, respectively, Mr.
Roelandts was eligible to receive the performance-based bonus semi-annually as
stock options in lieu of a cash bonus. The total number of stock options
available was 40,800. An award of 20,400 options was granted to Mr. Roelandts
on each of October 15, 1998 and April 15, 1999 for achieving the specific
goals. The exercise prices for these options were $9.98 and $24.75,
respectively, and each option vests in equal monthly increments over four
years. Beginning in Fiscal Year 2000, the Compensation Committee determined
that any performance-based bonus earned by Mr. Roelandts be paid in cash
rather than in stock option grants. The Committee determined Mr. Roelandts'
compensation pursuant to objective data synthesized to competitive ranges
following statistical analysis and subjective policies and practices,
including assessment of his achievements, and a review of compensation paid to
chief executive officers of comparable companies.
COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS
--Philip T. Gianos, Chairman
--William G. Howard, Jr.
--Frank S. Sanda
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 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.
The Company and Richard W. Sevcik, Senior Vice President, IP, Services, and
Software Group, entered into a letter agreement dated April 10, 1997, relating
to the terms of his employment with the Company. See "Employment Contracts and
Termination of Employment and Change-In-Control Arrangements" above.
The Company and Kris Chellam, Senior Vice President, Finance and Chief
Financial Officer, entered into a letter agreement dated July 22, 1998,
relating to the terms of his employment with the Company. See "Employment
Contracts and Termination of Employment and Change-In-Control Arrangements"
above.
13
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission and the New York Stock Exchange. Officers, Directors and
greater than ten-percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms they
file. The Company is not aware of any beneficial owner of more than ten percent
of its Common Stock.
Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no
Forms 5 were required, the Company believes that all filing requirements
applicable to its officers and Directors were complied with during the 2000
fiscal year except: one Form 4 (reporting one transaction) was amended by Ms.
Margaret Bell, the Company's Controller; one Form 4 (reporting one transaction)
and one Form 5 (reporting two transactions) were filed late by Ms. Bell; one
Form 3 (reporting one transaction) and one Form 5 (reporting one transaction)
were amended by Mr. Kris Chellam, the Company's Senior Vice President, Finance
and Chief Financial Officer; and one Form 5 (reporting one transaction) was
amended by Mr. Bernard V. Vonderschmitt, the Company's Chairman.
Company Stock Price Performance
The following charts show a comparison of cumulative total return for the
Company's Common Stock, the Hambrecht & Quist Technology Index-Semiconductor
Sector ("HQTISS") and the S&P 500 Electronics-Semiconductors Index ("S & P 500
ESI"). The total stockholder return assumes $100 invested on March 31, 1995 in
Xilinx, Inc. Common Stock, the HQTISS and the S & P 500 ESI.
H&Q Index Comparison:
[PERFORMANCE CHART APPEARS HERE]
Comparison of Cumulative Total Return
Value of $100 Invested on March 31, 1995
<TABLE>
<CAPTION>
Base
Company / Index Period Fiscal Year Ended March 31,
--------------- ------- ---------------------------------------
1995 1996 1997 1998 1999 2000
------- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
XILINX INC $100.00 140.60 215.87 165.76 359.21 1,466.74
S&P 500 INDEX $100.00 132.10 158.29 234.27 277.51 327.30
H&Q 500 Semiconductor Index $100.00 113.68 167.75 180.48 250.63 864.47
</TABLE>
PAST RESULTS ARE NOT AN INDICATOR OF FUTURE INVESTMENT RETURNS
14
<PAGE>
S&P Semiconductor Index Comparison:
[PERFORMANCE CHART APPEARS HERE]
Comparison of Cumulative Total Return
Value of $100 Invested on March 31, 1995
<TABLE>
<CAPTION>
Base
Company / Index Period Fiscal Year Ended March 31,
--------------- ------- ---------------------------------------
1995 1996 1997 1998 1999 2000
------- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
XILINX INC $100.00 140.60 215.87 165.76 359.21 1,466.74
S&P 500 INDEX $100.00 132.10 158.29 234.27 277.51 327.30
S&P 500 Semiconductor Index $100.00 110.22 200.88 219.36 332.20 821.07
</TABLE>
PAST RESULTS ARE NOT AN INDICATOR OF FUTURE INVESTMENT RETURNS
15
<PAGE>
PROPOSAL TWO
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 Annual 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 500,000,000 to 2,000,000,000. The Board of Directors
determined that this amendment is advisable and should be considered at the
Annual Meeting to be held Thursday, August 10, 2000. 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 $0.01 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 500,000,000
to 2,000,000,000. The additional 1,500,000,000 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 the Record Date, there were
326,300,719 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 provide the Company with adequate
flexibility in the future with respect to the issuance of its Common Stock for
reasons including, but not limited to, financing acquisitions, establishing
strategic relationships with corporate partners, providing equity incentives
to employees, consultants, officers or Directors or effecting stock splits in
the form of stock dividends. 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.
The proposed amendment to Article Fourth would permit the issuance of
additional shares up to the new 2,000,000,000 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.
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", $0.01 par value, and "Preferred Stock", $0.01
par value. The total number of shares of all classes of stock which the
Corporation has authority to issue is Two Billion Two Million
(2,002,000,000), consisting of Two Billion (2,000,000,000) shares of Common
Stock and Two Million (2,000,000) shares of Preferred Stock."
16
<PAGE>
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 Annual Meeting will be tabulated by the inspector of
elections appointed for the Annual Meeting and will determine whether or not a
quorum is present. The inspector of elections 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
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
500,000,000 shares of Common Stock, will continue in effect.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
THE RESTATED CERTIFICATE OF INCORPORATION.
17
<PAGE>
PROPOSAL THREE
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 31, 2001 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.
Voting Tabulation and Board Recommendation
Affirmative votes constituting a majority of the Votes Cast will be
required to ratify the appointment of Ernst & Young LLP.
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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF ERNST & YOUNG LLP, AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR
2001.
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 26, 2000
18
<PAGE>
1043-PS-00
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
XILINX, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of XILINX, INC., a Delaware corporation ("Xilinx"),
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement of Xilinx, each dated June 23, 2000, and hereby appoints Willem
P. Roelandts and Thomas R. Lavelle, 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 2000 Annual Meeting of
Stockholders of Xilinx to be held on August 10, 2000, at 11:00 a.m., Pacific
Daylight Time, at Xilinx, Inc., 2100 Logic Drive, San Jose, California and at
any adjournment or adjournments thereof, and to vote all shares of Common Stock
$0.01 par value of Xilinx ("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 of this proxy.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF EACH OF BERNARD V. VONDERSCHMITT, WILLEM P.
ROELANDTS, JOHN L. DOYLE, JERALD G. FISHMAN, PHILIP T. GIANOS, WILLIAM G.
HOWARD, JR., FRANK S. SANDA, DENNIS SEGERS, AND RICHARD W. SEVCIK AS DIRECTORS
OF XILINX; FOR THE AMENDMENT TO THE XILINX CERTIFICATE OF INCROPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES; FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS; AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
1. ELECTION OF DIRECTORS:
Nominees: Bernard V. Vonderschmitt, Willem P. Roelandts, John L. Doyle, Jerald
G. Fishman, Philip T. Gianos, William G. Howard, Jr., Frank S. Sanda, Dennis
Segers and Richard W. Sevcik.
FOR ALL NOMINEES LISTED ABOVE [ ] [ ] WITHHOLD AUTHORITY TO VOTE
FOR ALL NOMINEES LISTED ABOVE
[ ] ______________________________ [ ] MARK HERE FOR ADDRESS CHANGE
For all nominees except as noted above AND NOTE BELOW
2. 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 500,000,000 TO 2,000,000,000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF XILINX FOR THE FISCAL YEAR ENDING MARCH 31, 2001:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(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:__________
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EQUISERVE VOTING INSTRUCTIONS
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Vote by Telephone Vote by Internet
It's fast, convenient and immediate! It's fast, convenient and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
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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 residing http://www.eproxyvote.com/xlnx
outside the United States call the following
number collect on a touch-tone phone: 3. Enter your 14-digit Voter Control Number
1-201-536-8073. located on your Proxy Card above your name.
3. Enter your 14-digit Voter Control Number 4. Follow the instructions provided.
located on your Proxy Card above your name.
4. Follow the recorded instructions.
Your vote is important! Call 1-877-PRX-VOTE Your vote is important!
(1-877-779-8683) anytime! Go to http://www.eproxyvote.com/xlnx anytime.
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