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:
[_] 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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(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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(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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[XILINX INC. LOGO APPEARS HERE]
June 18, 2001
Xilinx Stockholders:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders
to be held on Thursday, August 9, 2001 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, you will be voting for the election of directors and
ratification of our independent auditors, as well as any other business that
may properly come before the meeting or any adjournment or postponement
thereof.
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/ WILLEM 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.
[LOGO OF XILINX, INC. APPEARS HERE]
XILINX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 9, 2001
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
9, 2001 at 11:00 a.m., Pacific Daylight Time, at the Company's business
address at 2100 Logic Drive, San Jose, California, 95124 for the following
purposes:
1. To elect ten (10) directors to serve for the ensuing year or until
their successors are duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending March 30, 2002; and
3. 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 11, 2001 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 18, 2001
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.
XILINX, INC.
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PROXY STATEMENT
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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 18, 2001 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
9, 2001 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
InvestorCom, Inc. to assist in obtaining proxies from brokers and nominees of
stockholders for the Annual Meeting of Stockholders. 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 the
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.
1
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 11, 2001. 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 ten nominees receiving the
highest number of Votes Cast at the meeting shall be elected as directors.
Affirmative votes constituting a majority of the Votes Cast will be required
to ratify the appointment of Ernst & Young LLP. Abstentions will have the
effect of a vote against the ratification of Ernst & Young LLP.
Record Date
Only stockholders of record at the close of business (5:00 p.m., Eastern
Daylight Time) on June 11, 2001 (the "Record Date") are entitled to notice of
and to vote at the meeting and at any adjournment or postponement thereof.
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."
Shares Outstanding
As of the close of business on May 15, 2001, there were 332,592,384 shares
of Common Stock outstanding. The closing price of the Company's Common Stock
on May 15, 2001, as reported by the Nasdaq National Market, was $41.97 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 2002 Annual Meeting of Stockholders must
be received by the Company no later than Friday, February 18, 2002, in
accordance with the requirements set forth in the Securities Exchange Act of
1934, as amended, 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 no later than May 10, 2002. 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
2
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, as well as any
prior stock splits.
3
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
A board of ten 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 ten 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 or her
successor has been elected and qualified.
Director
Name of Nominee Age Principal Occupation Since
--------------- --- -------------------- --------
Bernard V. Vonderschmitt....... 77 Chairman of the Board 1984
Willem P. Roelandts............ 56 President and Chief Executive 1996
Officer
John L. Doyle.................. 69 Consultant 1994
Jerald G. Fishman.............. 55 President & CEO, Analog 2000
Devices, Inc.
Philip T. Gianos............... 51 General Partner, InterWest 1985
Partners
William G. Howard, Jr. ........ 59 Consultant 1996
Frank Seiji Sanda.............. 52 President, Japan 1998
Communications, Inc.
Dennis L. Segers............... 48 Senior Vice President and 2000
General Manager, Advanced
Products Group
Richard W. Sevcik.............. 53 Senior Vice President, IP, 2000
Services, and Software Group
Elizabeth Vanderslice.......... 37 General Manager, Terra Lycos, 2000
Inc.
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. 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 also serves as a director of Analog Devices, Inc., DuPont
Photomasks, Inc. and DURECT Corporation.
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 Cognex Corporation.
4
Mr. Gianos has been a General Partner of InterWest Partners since August
1982. Mr. Gianos also serves as a director of T/R Systems.
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. Mr. Sanda joined Nihon Tsushin
K.K. (Japan Communications, Inc.), a Japanese telecommunications company, in
May 1996, as its Chairman, President, and Chief Executive Officer.
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. He was elected to the Board of Directors of
the Company in 2000.
Mr. Sevcik joined the Company in April 1997 as Senior Vice President, IP,
Services, and Software Group. Prior to joining the Company, Mr. Sevcik worked
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 at Hewlett-Packard. He was elected to the
Board of Directors of the Company in 2000.
Ms. Vanderslice serves as the General Manager of Terra Lycos, Inc. Prior to
joining Terra Lycos in June 1999, Ms. Vanderslice served as president of Wired
Digital, Inc. from 1996 through June 1999. Prior to joining Wired Digital, Ms.
Vanderslice was a vice president at H. W. Jesse & Co., a San Francisco
investment banking and business strategy consulting firm.
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 ten 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.
5
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of Common Stock of
the Company as of May 15, 2001 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:
Number of Percent of
Directors, Officers and 5% Stockholders Shares Total
--------------------------------------- ---------- ----------
Principal Stockholders
FMR Corp(1).......................................... 20,183,973 6.1%
82 Devonshire Street
Boston, MA 02109
Directors
Bernard V. Vonderschmitt(2).......................... 4,176,959 1.3%
Willem P. Roelandts(3)............................... 4,073,278 1.2%
John L. Doyle(4)..................................... 199,000 *
Jerald G. Fishman(5)................................. 12,625 *
Philip T. Gianos(6).................................. 326,844 *
William G. Howard, Jr.(7)............................ 317,000 *
Frank Seiji Sanda(8)................................. 157,000 *
Dennis L. Segers(9).................................. 536,728 *
Richard W. Sevcik(10)................................ 1,179,764 *
Elizabeth Vanderslice(11)............................ 5,603 *
Named Executive Officers
Kris Chellam(12)..................................... 459,236 *
Steven D. Haynes(13)................................. 395,431 *
All directors and executive officers at fiscal year
end as a group (16 persons)(14)..................... 13,221,975 4.0%
- --------
* 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 14, 2001.
(2) Includes options to purchase 49,500 shares of common stock exercisable
within 60 days from May 15, 2001 and 4,127,459 shares held by the Bernard
V. & Theresa S. Vonderschmitt Jt. Trust
(3) Includes options to purchase 4,008,188 shares of common stock exercisable
within 60 days from May 15, 2001. Mr. Roelandts is Chief Executive
Officer of the Company in addition to being a director.
(4) Includes options to purchase 195,000 shares of common stock exercisable
within 60 days from May 15, 2001 and 4,000 shares held by the Doyle
Family Trust.
(5) Includes options to purchase 12,625 shares of common stock exercisable
within 60 days from May 15, 2001.
(6) Includes options to purchase 264,152 shares of common stock exercisable
within 60 days from May 15, 2001 and 40 shares held by Mr. Gianos' son.
(7) Includes options to purchase 317,000 shares of common stock exercisable
within 60 days from May 15, 2001.
(8) Includes options to purchase 143,000 shares of common stock exercisable
within 60 days from May 15, 2001.
(9) Includes options to purchase 328,660 shares of common stock exercisable
within 60 days from May 15, 2001 and 4,550 shares held by Mr. Segers'
immediate family.
(10) Includes options to purchase 1,173,625 shares of common stock exercisable
within 60 days from May 15, 2001.
6
(11) Includes options to purchase 5,375 shares of common stock exercisable
within 60 days from May 15, 2001 and 228 shares held in joint ownership.
(12) Includes options to purchase 422,813 shares of common stock exercisable
within 60 days from May 15, 2001, 8,000 shares held by a Family
Corporation, 18,922 held by the Chellam Family Trust and 5,000 held by
Mr. Chellam's immediate family.
(13) Includes options to purchase 340,255 shares of common stock exercisable
within 60 days from May 15, 2001, 20,000 shares held by the Haynes Family
Foundation and 250 shares held by Mr. Haynes' son.
(14) Includes options held by officers and directors of the Company to
purchase an aggregate of 8,441,341 shares of common stock exercisable
within 60 days from May 15, 2001.
Board Meetings and Committees
The Board of Directors of the Company held a total of twelve (12) meetings
during the fiscal year ended March 31, 2001. 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, Frank Seiji
Sanda, and Elizabeth Vanderslice, met six (6) times during fiscal year 2001.
The Audit Committee assists the Board of Directors in fulfilling its oversight
responsibilities to the stockholders relating to the Company's financial
statements and the financial reporting process, the systems of internal
accounting and financial controls, and the audit process.
The Compensation Committee, which currently consists of Philip T. Gianos,
William G. Howard, Jr. and Jerald G. Fishman, met two (2) times during fiscal
year 2001. 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
Bernard V. Vonderschmitt, Jerald G. Fishman and Elizabeth Vanderslice met one
(1) time during fiscal year 2001. 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.
7
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities to the stockholders relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, and the audit process. The primary
responsibility for the Company's financial reporting lies with senior
management. The Company's independent accountants, Ernst & Young LLP, are
responsible for expressing an opinion on the conformity of the Company's
audited financial statements to generally accepted accounting principles in
the United States.
Each of the Audit Committee members is independent as defined by the rules
of The Nasdaq Stock Market, Inc. The Audit Committee members are not
professional accountants or auditors, and their functions are not intended to
duplicate or certify the activities of management and the independent
accountants. The Audit Committee operates under a written charter adopted by
the Board of Directors, a copy of which is attached as Appendix A to this
proxy.
In this context, the Audit Committee has reviewed and discussed with
management the Company's audited financial statements. The Audit Committee has
discussed with the independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61, "Communications with
Audit Committees".
The Audit Committee has received and reviewed the written disclosures and
the letter from the independent accountants required by the Independent
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees," and has discussed with the independent accountants the
independent accountants' independence.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in Xilinx's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001 for filing with the Securities and Exchange Commission.
Audit Committee of the Board of
Directors
John L. Doyle, Chairman
Frank Seiji Sanda
Elizabeth Vanderslice
8
Compensation of Directors
Standard Arrangements
During fiscal year 2001, 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 is 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 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.
9
On December 3, 1997, the Board of Directors approved a discretionary plan
enabling it 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.
Executive Compensation
The following table sets forth compensation paid for services to the
Company in all capacities during the three fiscal years ended March 31, 2001
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 March 31, 2001.
Summary Compensation Table
Long Term
Annual Compensation
Compensation Awards(2)
----------------- ------------
Name & Principal All Other
Position Year Salary Bonus(1) Options(#) Compensation
---------------- ---- -------- -------- ------------ ------------
Willem P Roelandts...... 2001 $675,000 $250,088 300,000(5) $ 3,054(12)
President & Chief 2000 $618,000 $352,878 175,000(6) $180,060(12)
Executive Officer 1999 $583,000 -- 640,800(7) $ 5,544(13)
Kris Chellam............ 2001 $320,000 $100,320 75,000(5) $ 59,825(12)
Senior Vice President, 2000 $290,012 $241,031(3) 50,000(6) $ 72,827(12)
Finance and 1999 $178,221 $146,497(4) 680,000(8) $ 600(14)
Chief Financial Officer
Steven D. Haynes........ 2001 $290,000 $ 74,385 60,000(5) $ 3,190(12)
Vice President, 2000 $265,000 $121,370 30,000(6) $180,060(12)
Worldwide Sales 1999 $225,500 $133,900 120,000(9) $ 19,439(15)
Dennis L. Segers........ 2001 $360,000 $112,860 90,000(5) $ 4,081(12)
Senior Vice President 2000 $310,000 $177,475 80,000(6) $180,060(12)
and General Manager, 1999 $238,625 $139,756 220,000(10) $ 10,870(13)
Advanced Products Group
Richard W. Sevcik....... 2001 $435,000 $136,373 100,000(5) $ 2,987(12)
Senior Vice President, 2000 $404,500 $231,576 70,000(6) $180,060(12)
IP, Services & Software 1999 $378,000 $261,157 120,000(11) $ 4,892(13)(16)
Group
- --------
(1) Except as otherwise provided, represents management incentives earned in
fiscal years 2001, 2000, and 1999 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.
(3) Includes the remaining $75,000 of a $150,000 hire-on bonus; the other
$75,000 was paid in 1999.
(4) Includes $75,000 of a $150,000 hire-on bonus, the remainder of which was
paid in 2000.
(5) Represents options granted on April 2, 2001 based on achievement of
fiscal 2001 corporate and individual objectives.
10
(6) Represents options granted on April 3, 2000 based on achievement of fiscal
2000 corporate and individual objectives.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) Represents options granted on April 1, 1999 based on achievement of fiscal
1999 corporate and individual objectives.
(12) 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.
(13) 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.
(14) Represents employer contributions made to the employee's 401(k) account
for achievement of corporate objectives.
(15) 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.
(16) Also includes a $463 airline ticket paid for by the Company.
Option Grants in Last Fiscal Year
The following table shows option grants during the fiscal year ended March
31, 2001 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:
Potential Realizable
Individual Grants Value at Assumed
------------------------------------------------- Annual Rates of Stock
% of Total Price Appreciation for
Options Granted Option Term(5)
Options/SARs to Employees in Exercise Expiration ----------------------
Name Granted(1)(6) Fiscal Year(2) Price(3) Date(4) 5% 10%
---- ------------- --------------- -------- ---------- ---------- -----------
Willem P. Roelandts..... 300,000 3.22% $33.125 04/02/11 $6,249,640 $15,837,815
Kris Chellam............ 75,000 0.81% $33.125 04/02/11 $1,562,410 $ 3,959,453
Stephen D. Haynes....... 60,000 0.65% $33.125 04/02/11 $1,249,928 $ 3,167,563
Dennis L. Segers........ 90,000 0.97% $33.125 04/02/11 $1,874,892 $ 4,751,344
Richard W. Sevcik....... 100,000 1.07% $33.125 04/02/11 $2,083,213 $ 5,279,271
- --------
(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 9,308,210 shares
of Common Stock of the Company which were granted to all employees during
the fiscal year ended on March 31, 2001.
(3) The exercise price may be paid by check, cash or delivery of shares that
have been held for a minimum of six months.
11
(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 2, 2001 based on achievement of fiscal
2001 corporate and individual objectives.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Options
The following table sets forth, as to the Named Executive Officers, certain
information concerning exercise of options during the fiscal year ended March
31, 2001, and the year-end value of unexercised options:
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SAR's at Options/SAR's at
Shares Fiscal Year-end Fiscal Year-end (1)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
Willem P. Roelandts..... 120,000 $6,320,101 3,878,971 576,929 $98,436,358 $7,204,872
Kris Chellam............ 0 $ 0.00 369,791 280,209 $ 8,900,292 $5,798,431
Stephen D. Haynes....... 146,265 $9,407,674 410,171 111,126 $ 9,736,870 $1,661,061
Dennis L. Segers........ 70,865 $4,620,584 273,952 225,333 $ 5,437,214 $3,041,416
Richard W. Sevcik....... 75,400 $4,264,027 1,188,209 184,791 $27,059,754 $2,507,279
- --------
(1) Calculated by determining the difference between the fair market value of
the Securities underlying the options at March 31, 2001 ($35.125 per share)
and the exercise price of the options.
12
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS FOR FISCAL YEAR 2001
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, the 1997 Stock Plan and the Deferred Compensation 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 satisfy all or
some of the following criteria: they are in similar industries as the Company;
they are of roughly similar size (as measured by revenues and aggregate market
value) as the Company; they have similar growth expectations as the Company;
or they are other companies against whom Xilinx competes for talent.
The Company applies a similar 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' contributions 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 2001 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
year 2001, 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 2001 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 2001 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
13
Company's compensation program for executive officers is based on the same
principles that apply to all corporate employees.
Competitive Levels of Compensation
The Company is committed to providing a compensation program that helps to
attract and retain the people necessary to achieve its objectives. To ensure
that this program is competitive, the Company periodically reviews the
compensation practices of other 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 2001. 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
14
Option Plan had a ten-year life span and the Company's ability to grant
options thereunder expired on March 18, 1998. No shares have been granted
under the 1988 Stock Option Plan since its expiration, but options previously
granted will remain valid subject to the terms of the 1988 Stock Option Plan.
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 aforementioned similarly-situated companies.
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 $675,000 for fiscal year 2001. Mr. Roelandts was
also eligible for a performance-based bonus targeted at 65% 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.
Jerald G. Fishman
15
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.
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 2001
fiscal year except: 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; one Form 4
(reporting one transaction) was amended by Mr. Dennis L. Segers, the Company's
Senior Vice President and General Manager, Advanced Products Group; and one
Form 4 (reporting one transaction) and one Form 5 (reporting one transaction)
were amended by Mr. Bernard V. Vonderschmitt, the Company's Chairman.
16
Company Stock Price Performance
The following chart shows a comparison of cumulative total return for the
Company's Common Stock, the Standard & Poor's 500 Stock Index ("S&P 500"), and
the Standard & Poor's 500 Electronics-Semiconductors Index ("S&P 500 ESI"). The
total stockholder return assumes $100 invested on March 31, 1996 in Xilinx,
Inc. Common Stock, the S&P 500 and the S&P 500 ESI.
[PERFORMANCE GRAPH APPEARS HERE]
Comparison of Cumulative Total Return
Base Years Ending
Period ---------------------------------------------
Company / Index Mar-96 Mar-97 Mar-98 Mar-99 Mar-00 Mar-01
- -----------------------------------------------------------------------------
XILINX INC $100.00 $153.54 $117.90 $255.49 $1,043.24 $442.49
S&P 500 Index $100.00 $119.82 $177.34 $210.08 $ 247.77 $194.06
S&P 500 Semiconductor
Index $100.00 $182.26 $199.03 $301.42 $ 744.97 $284.89
PAST RESULTS ARE NOT AN INDICATOR OF FUTURE INVESTMENT RETURNS
17
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, on the recommendation of the Audit Committee, has
selected Ernst & Young LLP, independent auditors, to audit the consolidated
financial statements of the Company for the fiscal year ending March 30, 2002
and recommends that stockholders vote for ratification of such appointment.
Representatives of Ernst & Young LLP attend meetings of the Audit Committee
of the Board of Directors. The Audit Committee reviews audit and non-audit
services performed by Ernst & Young LLP as well as the fees charged by Ernst &
Young LLP for such services. In its review of non-audit services, the Audit
Committee considers, among other things, whether the provision of such
services is compatible with maintaining the auditor's independence.
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.
Audit and Non-audit Fees
Audit Fees. During the fiscal year ended March 31, 2001, the aggregate fees
billed by Ernst & Young LLP, the Company's independent auditors, for the audit
of the Company's financial statements for such fiscal year and for the review
of the Company's interim financial statements on Form 10-Q was $385,515.
Financial Information Systems Design and Implementation Fees*. During the
fiscal year ended March 31, 2001, the aggregate fees billed by Ernst & Young
LLP for information technology consulting services was $830,981.
All Other Fees. During the fiscal year ended March 31, 2001, the aggregate
fees billed by Ernst & Young LLP for professional services other than audit
and information technology consulting services was $693,055. All other fees
includes $71,002 of audit related fees. Audit related fees generally include
fees for pension and statutory audits, business acquisitions, accounting
consultations, internal audit and SEC registration statements.
The Audit Committee has determined the rendering of information technology
consulting and all other non-audit services provided by Ernst & Young LLP is
compatible with maintaining the auditor's independence.
- --------
* Systems Financial Information Design and Implementation Fees consist
entirely of fees billed by the Ernst & Young LLP consulting group prior to
its sale on May 27, 2000 to Cap Gemini, a separate French public company.
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
2002.
18
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 18, 2001
19
APPENDIX A
XILINX, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
This charter governs the operations of the Xilinx, Inc. (the "Company")
Audit Committee of the Board of Directors (the "Committee"). The Committee
will review and reassess the adequacy of the charter at least annually and
obtain the approval of the charter by the Board of Directors.
1. Purpose. The primary function of the Audit Committee is to assist the Board
of Directors in fulfilling its oversight responsibilities to the shareholders
relating to the Company's financial statements and the financial reporting
process, the systems of internal accounting and financial controls and the
audit process. Consistent with this function, the Audit Committee provides an
open avenue of communication among the independent auditors, financial and
senior management, the internal audit department and the Board of Directors.
The Committee sets the overall corporate tone for quality financial reporting.
The primary responsibility for the Company's financial reporting lies with
senior management. In carrying out its responsibilities, the Audit Committee
is empowered to investigate any matter with full access to all books, records,
facilities and personnel of the Company and has the power to retain outside
counsel or other experts for this purpose.
2. Composition. The members of the Audit Committee shall be appointed by the
Board of Directors. The Chairman of the Committee shall be designated by the
Board of Directors. The Committee shall have at least three members, and shall
be comprised solely of independent directors, each of whom is able to read and
understand fundamental financial statements, including the Company's balance
sheet, income statement and cash flow statement. In addition, at least one
member of the Committee shall have had past employment experience in finance
or accounting, requisite professional certification in accounting, or any
other comparable experience or background which results in financial
sophistication, including being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities. For purposes of this charter, an "independent director" is a
director who meets the independence and experience requirements of the Nasdaq
Stock Market, Inc.
3. Duties and Responsibilities. The following shall be the principal recurring
processes of the Committee in carrying out its oversight responsibilities. The
processes are set forth as a guide with the understanding that the Committee
or the Board of Directors may amend them as appropriate.
. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board of Directors and the Audit Committee, as
representatives of the Company's shareholders. The Audit Committee and the
Board of Directors shall have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the independent auditors,
subject to shareholder approval. The Committee shall review with the
auditors their independence from management and the Company and the matters
included in the written disclosures required by the Independence Standards
Board. The Committee shall discuss with the independent auditors
relationships and services that in the view of the Committee may affect
auditor objectivity or independence and shall take, or recommend that the
full Board take, appropriate action to oversee the independence of the
outside auditors.
. The Committee shall review with the internal auditor and independent
auditors the overall scope and plans for their respective audits. The
Committee will discuss with management, the internal auditor and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk. The Committee will meet separately with the internal auditor
and the independent auditors, with and without management present, to
discuss the results of their audits.
. The Committee shall review the Company's interim financial statements with
the independent auditors prior to the Company filing its Form 10-Q. The
Committee shall review with management and the independent auditors the
audited financial statements to be included in the Company's Form 10-K,
including their judgment about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements. The Committee will
review with the independent auditors, on completion of the annual audit,
their experience, any restrictions on their work, cooperation received,
their findings and their recommendations, and any other matters required to
be discussed with the independent auditors by SAS 61, as may be modified or
supplemented. Based on such review and discussions, the Committee will
consider whether it will recommend to the Board of Directors that the
financial statements be included in the Annual Report on Form 10-K.
. The Committee shall review and approve, if appropriate, material changes to
the Company's auditing and accounting principles and practices as suggested
by the independent auditors, management, or the internal audit department.
1043-PS-01
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
XILINX, INC.
2001 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 18, 2001, 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 2001 Annual Meeting of
Stockholders of Xilinx to be held on August 9, 2001, at 11:00 a.m., Pacific
Daylight Time, at Xilinx, Inc., 2100 Logic Drive, San Jose, California, 95124,
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 SEIJI SANDA, DENNIS L. SEGERS, RICHARD W. SEVCIK AND
ELIZABETH VANDERSLICE AS DIRECTORS OF XILINX; FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2002;
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 Seiji Sanda, Dennis
L. Segers, Richard W. Sevcik and Elizabeth Vanderslice.
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 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF XILINX FOR THE FISCAL YEAR ENDING MARCH 30, 2002:
[_] 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). http://www.eproxyvote.com/xlnx
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3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name. 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name.
4. Follow the recorded instructions.
4. Follow the instructions provided.
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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