SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 7, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
2100 Logic Drive, San Jose, California
(Address of principal executive offices)
Registrant’s telephone number, including area code: (408) 559-7778
(Former name or former address, if changed since last report: N/A)
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 (see General Instruction A.2. below):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 7, 2017, Mr. Krishna Rangasayee, Executive Vice President, Global Sales of Xilinx, Inc. (the “Company”) informed the Company of his intent to resign effective August 18, 2017 to pursue other professional opportunities. Mr. Rangasayee’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 9, 2017, at the 2017 Annual Meeting of Stockholders, the Company’s stockholders approved the proposals listed below. The final results for the votes regarding each proposal are also set forth below. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on June 2, 2017.
Elect nine nominees for director to serve on the Board of Directors for the ensuing year or until their successors are duly elected and qualified:
Moshe N. Gavrielov
Ronald S. Jankov
Thomas H. Lee
J. Michael Patterson
Albert A. Pimentel
Marshall C. Turner
Elizabeth W. Vanderslice
Approve an amendment to the Company's 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares:
Approve an amendment to the Company's 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,900,000 shares:
Based on the vote of the Company's stockholders at the 2017 Annual Meeting, the Company has determined to provide for an annual advisory stockholder vote on executive compensation.
Recommend, on an advisory basis, the frequency of the advisory vote on executive compensation:
Approve, on an advisory basis, the compensation of the Company's named executive officers:
Ratify the appointment of Ernst & Young LLP as the Company's external auditors for fiscal 2018:
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: August 11, 2017
/s/ Scott Hover-Smoot
Senior Vice President, General Counsel and