8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2014

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-18548	77-0188631
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 Logic Drive San Jose, California	95124
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 559-7778

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.    

On November 17, 2014, Xilinx, Inc. (“Xilinx”) issued a press release to announce that its Board of Directors has granted an authorization for Xilinx to repurchase up to $800 million of its common stock. A copy of this press release is filed as exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.     

(d) Exhibits

Exhibit	Description
99.1	Press release of Xilinx, Inc. dated November 17, 2014 - Xilinx Board of Directors authorizes a repurchase of up to $800 million of the Company's outstanding common stock.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 17, 2014

XILINX, INC.
By:	/s/ Jon A. Olson
	Jon A. Olson
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press release of Xilinx, Inc. dated November 17, 2014 - Xilinx Board of Directors authorizes a repurchase of up to $800 million of the Company's outstanding common stock.

EX-99.1

Exhibit 99.1

Investor Relations Contact:                            

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

XILINX BOARD OF DIRECTORS AUTHORIZES A REPURCHASE OF UP TO $800 MILLION OF THE COMPANY’S OUTSTANDING COMMON STOCK

SAN JOSE, CA, November 17, 2014—Xilinx, Inc. (Nasdaq: XLNX) today announced that its Board of Directors has granted an authorization for the Company to repurchase up to $800 million of its common stock, or approximately 7 percent of its outstanding shares at the current stock price. Since fiscal 2010, the Company has repurchased approximately 50 million shares for approximately $1.6 billion. Timing of repurchases and exact number of shares of common stock to be purchased will depend upon prevailing market conditions and other factors.

“Xilinx continues to be committed to returning stockholder value through a combination of dividend and repurchase,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “Our repurchase authorization signals a high level of confidence in Xilinx’s growth prospects as well as in our continued ability to consistently generate healthy operating cash flow.”

This release contains forward-looking statements and projections. Forward-looking statements and projections can often be identified by the use of forward-looking words such as “expect,” “believe,” “may,” “will,” “could,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project” or other similar expressions. Statements that refer to or are based on projections, uncertain events or assumptions also identify forward-looking statements. Such forward looking statements include, but are not limited to, statements related to the Company’s growth prospects and cash-flow generation and the terms on which any common stock repurchases will be made, or whether any such repurchases will be made. Undue reliance should not be placed on such forward-looking statements and projections, which speak only as of the date they are made. We undertake no obligation to update such forward-looking statements. Actual events and results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including customer acceptance of our new products, current global economic conditions, the health of our customers and the end markets in which they participate, our ability to forecast end customer demand, a high dependence on turns business, our ability to continue to generate healthy operating cash flow, and other risk factors listed in our most recent Forms 10-Q and 10-K.

About Xilinx

Xilinx develops All Programmable technologies and devices, beyond hardware to software, digital to analog, and single to multiple die in 3D ICs.  These industry leading devices are coupled with a next-

generation design environment and IP to serve a broad range of customer needs, from programmable logic to programmable systems integration.  For more information, visit www.xilinx.com.

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Xilinx, the Xilinx logo, Artix, ISE, Kintex, Spartan, Virtex, Zynq, Vivado, and other designated brands included herein are trademarks of Xilinx in the United States and other countries. All other trademarks are the property of their respective owners.

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