0001104659-07-024825.txt : 20070402 0001104659-07-024825.hdr.sgml : 20070402 20070402152258 ACCESSION NUMBER: 0001104659-07-024825 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070329 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XILINX INC CENTRAL INDEX KEY: 0000743988 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770188631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18548 FILM NUMBER: 07738384 BUSINESS ADDRESS: STREET 1: 2100 LOGIC DR CITY: SAN JOSE STATE: CA ZIP: 95124 BUSINESS PHONE: 4085597778 MAIL ADDRESS: STREET 1: 2100 LOGIC DRIVE CITY: SAN JOSE STATE: CA ZIP: 95124 8-K 1 a07-8043_28k.htm 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): March 29, 2007

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	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

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))

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(d) Election of Directors

(1) On March 29, 2007, Xilinx, Inc. (the “Company”) appointed Marshall C. Turner to its Board of Directors.

(2) Mr. Turner was appointed to the Board of Directors on the recommendation of the Company’s Nominating and Governance Committee. There is no arrangement or understanding between Mr. Turner and any other persons pursuant to which Mr. Turner was selected as a director.

(3) At this time, Mr. Turner has not been appointed to any committees of the Board of Directors of the Company and there are no fixed expectations to appoint him to any particular committee.

(4) No information is required by Item 404(a) of Regulation S-K.

(5) Beginning on April 1, 2007, the Company will pay each of its non-employee directors serving on the Company’s Board of Directors $60,000 per year for service as a director. Mr. Turner will be paid a pro rated amount equal to $250 for his service as a non-employee director for the Company’s fiscal year ended March 31, 2007. Pursuant to the Company’s 1997 Stock Plan, upon his appointment Mr. Turner was automatically granted a non-qualified stock option to purchase 36,000 shares of the Company’s common stock (the “Initial Grant”). The Initial Grant shall become exercisable as to 25% of the total number of shares subject to the Initial Grant upon Mr. Turner’s completion of one year of service and, thereafter, at the rate of 1/48th of the total number of shares subject to the Initial Grant in 36 equal, successive monthly installments upon his completion of each month of service over the 36-month period measured from the first anniversary of the date of grant. On the first trading day in January of each year beginning in 2008, so long as Mr. Turner is and for the previous six months shall have been an outside director, he shall automatically be granted a non-qualified stock option to purchase 18,000 shares of the Company’s common stock (each an “Annual Grant”) pursuant to the terms of the Company’s 2007 Equity Incentive Plan. Each Annual Grant shall become exercisable as to 1/48th of the total number of shares subject to the Annual Grant in 48 equal, successive monthly installments upon his completion of each month of service over the 48-month period measured from the date of grant.

A copy of the Company’s March 30, 2007 press release announcing Mr. Turner’s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated March 30, 2007.

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.

Date: April 2, 2007	XILINX, INC.

	By:	/s/ Jon A. Olson
		Jon A. Olson
		Senior Vice President, Finance and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release of Xilinx, Inc. dated March 30, 2007.

EX-99.1 2 a07-8043_2ex99d1.htm EX-99.1

EXHIBIT 99.1

Investor Relations Contact:

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

XILINX APPOINTS MARSHALL C. TURNER
TO THE COMPANY’S BOARD OF DIRECTORS

SAN JOSE, CA, MARCH 30, 2007 — Xilinx, Inc. (Nasdaq: XLNX) today announced the appointment of Marshall C. Turner to the Company’s Board of Directors effective March 29, 2007. This expands the number of members on the Xilinx Board to eight, of whom seven members are independent.

“I am delighted to welcome Marshall to our Board of Directors. Marshall has spent over 30 years working in a variety of capacities within the technology sector and brings with him extensive business acumen and semiconductor experience. He will be an asset to Xilinx as we build for the future,” said Wim Roelandts, Xilinx’s chief executive officer.

Mr. Turner recently completed three years as the chief executive officer of Toppan Photomasks, Inc., formerly named “Dupont Photomasks, Inc.” prior to its acquisition by Toppan Printing Company, Ltd. in April 2005. Mr. Turner is also a member of the board of directors of the Alliance Bernstein Funds and a member of the boards of directors or advisory boards of three privately-held technology companies, including Toppan Photomasks. He is also a director of the George Lucas Educational Foundation and a trustee of ResearchChannel. Prior to 2003, he was a general partner or principal of venture capital firms for thirty years, including a total of seven years as acting or full-time chief executive officer of several technology companies. Mr. Turner has previously been a board member of twenty public and private companies, as well as four investment companies and eight non-profit organizations.

About Xilinx

Xilinx, Inc. (NASDAQ: XLNX) is the worldwide leader of programmable logic solutions. Additional information about Xilinx is available at http://www.xilinx.com.