XLNX » Topics » ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This excerpt taken from the XLNX 10-K filed Jun 3, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

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PART II

ITEM 5.  

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NASDAQ Global Select Market under the symbol XLNX. As of May 6, 2009, there were approximately 793 stockholders of record. Since many holders’ shares are listed under their brokerage firms’ names, the actual number of stockholders is estimated by the Company to be over 105,000.

The following table sets forth the high and low closing sale prices, for the periods indicated, for our common stock as reported by the NASDAQ Global Select Market:

                  Fiscal 2009       Fiscal 2008
High       Low High       Low
First Quarter  $28.16   $22.96   $30.18   $25.65
  Second Quarter 27.55 22.48 28.70   24.34
Third Quarter  23.45 14.61 26.97 21.16
Fourth Quarter   20.38 15.47 24.94 19.06

Dividends Declared Per Common Share

The following table presents the quarterly dividends declared on our common stock for the periods indicated:

                  Fiscal       Fiscal
2009 2008
  First Quarter  $0.14 $0.12
Second Quarter 0.14 0.12
Third Quarter  0.14 0.12
Fourth Quarter 0.14 0.12

On April 21, 2009, our Board of Directors declared a cash dividend of $0.14 per common share for the first quarter of fiscal 2010. The dividend is payable on June 3, 2009 to stockholders of record on May 13, 2009.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its common stock during the fourth quarter of fiscal 2009. The value of shares or outstanding debentures that may yet be purchased under our current common stock and debentures repurchase program is $525.7 million. See “Note 15. Stockholders’ Equity” to our consolidated financial statements, included in Item 8. “Financial Statements and Supplementary Data” for information regarding our stock repurchase plans.

On February 25, 2008, we announced a repurchase program of up to $800.0 million of common stock. On November 6, 2008, our Board of Directors approved the amendment of the Company’s $800.0 million stock repurchase program to provide that the funds may also be used to repurchase outstanding debentures. This repurchase program has no stated expiration date. Through March 28, 2009, the Company had used $274.3 million of the $800.0 million authorized for the repurchase of its outstanding common stock and debentures.

20


Company Stock Price Performance

The following graph shows a comparison of cumulative total return for the Company's common stock, the Standard & Poor’s 500 Stock Index (S&P 500 Index), and the Standard & Poor’s 500 Semiconductors Index (S&P 500 Semiconductors Index). The graph covers the period from April 2, 2004, the last trading day before Xilinx’s 2005 fiscal year, to March 27, 2009, the last trading day of Xilinx’s 2009 fiscal year. The graph and table assume that $100 was invested on April 2, 2004 in Xilinx, Inc. common stock, the S&P 500 Index and the S&P 500 Semiconductors Index and that all dividends were reinvested.


  Company / Index       4/2/04       4/1/05       3/31/06       3/30/07       3/28/08       3/27/09 
  Xilinx, Inc. 100.00 72.47   64.79 66.44 60.79 52.73 
  S&P 500 Index   100.00   104.55 117.58   131.49   124.11   79.01 
  S&P 500 Semiconductors Index 100.00 80.37 88.16 81.40 76.20 56.39 

Note: Stock price performance and indexed returns for our Common Stock are historical and are not an indicator of future price performance or future investment returns.

21


This excerpt taken from the XLNX 10-K filed Jun 1, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

19


PART II

ITEM 5.  

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NASDAQ Global Select Market under the symbol XLNX. As of May 6, 2009, there were approximately 793 stockholders of record. Since many holders’ shares are listed under their brokerage firms’ names, the actual number of stockholders is estimated by the Company to be over 105,000.

The following table sets forth the high and low closing sale prices, for the periods indicated, for our common stock as reported by the NASDAQ Global Select Market:

                  Fiscal 2009       Fiscal 2008
High       Low High       Low
First Quarter  $28.16   $22.96   $30.18   $25.65
  Second Quarter 27.55 22.48 28.70   24.34
Third Quarter  23.45 14.61 26.97 21.16
Fourth Quarter   20.38 15.47 24.94 19.06

Dividends Declared Per Common Share

The following table presents the quarterly dividends declared on our common stock for the periods indicated:

                  Fiscal       Fiscal
2009 2008
  First Quarter  $0.14 $0.12
Second Quarter 0.14 0.12
Third Quarter  0.14 0.12
Fourth Quarter 0.14 0.12

On April 21, 2009, our Board of Directors declared a cash dividend of $0.14 per common share for the first quarter of fiscal 2010. The dividend is payable on June 3, 2009 to stockholders of record on May 13, 2009.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its common stock during the fourth quarter of fiscal 2009. The value of shares or outstanding debentures that may yet be purchased under our current common stock and debentures repurchase program is $525.7 million. See “Note 15. Stockholders’ Equity” to our consolidated financial statements, included in Item 8. “Financial Statements and Supplementary Data” for information regarding our stock repurchase plans.

On February 25, 2008, we announced a repurchase program of up to $800.0 million of common stock. On November 6, 2008, our Board of Directors approved the amendment of the Company’s $800.0 million stock repurchase program to provide that the funds may also be used to repurchase outstanding debentures. This repurchase program has no stated expiration date. Through March 28, 2009, the Company had used $274.3 million of the $800.0 million authorized for the repurchase of its outstanding common stock and debentures.

20


Company Stock Price Performance

The following graph shows a comparison of cumulative total return for the Company's common stock, the Standard & Poor’s 500 Stock Index (S&P 500 Index), and the Standard & Poor’s 500 Semiconductors Index (S&P 500 Semiconductors Index). The graph covers the period from April 2, 2004, the last trading day before Xilinx’s 2005 fiscal year, to March 27, 2009, the last trading day of Xilinx’s 2009 fiscal year. The graph and table assume that $100 was invested on April 2, 2004 in Xilinx, Inc. common stock, the S&P 500 Index and the S&P 500 Semiconductors Index and that all dividends were reinvested.


  Company / Index       4/2/04       4/1/05       3/31/06       3/30/07       3/28/08       3/27/09 
  Xilinx, Inc. 100.00 72.47   64.79 66.44 60.79 52.73 
  S&P 500 Index   100.00   104.55 117.58   131.49   124.11   79.01 
  S&P 500 Semiconductors Index 100.00 80.37 88.16 81.40 76.20 56.39 

Note: Stock price performance and indexed returns for our Common Stock are historical and are not an indicator of future price performance or future investment returns.

21


This excerpt taken from the XLNX 10-Q filed Nov 4, 2008.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At Xilinx, Inc.’s Annual Meeting of Stockholders held on August 14, 2008, stockholders elected each of the director nominees, approved amendments to our 1990 Employee Qualified Stock Purchase Plan and the 2007 Equity Incentive Plan, and ratified the appointment of our external auditors.

40



(1)      To elect nine directors to serve for the ensuing year or until their successors are duly elected and qualified.

     Votes For      Votes Withheld
Willem P. Roelandts 244,132,481 6,717,510
Moshe N. Gavrielov 244,556,643 6,293,348
John L. Doyle 244,176,174 6,673,817
Jerald G. Fishman 246,446,969 4,403,022
Philip T. Gianos 242,906,958   7,943,033
  William G. Howard, Jr. 244,622,468 6,227,523
J. Michael Patterson   246,327,659 4,522,332
Marshall C. Turner 248,008,675 2,841,316
          Elizabeth W. Vanderslice 246,217,513 4,632,478                       

(2)      To approve amendments to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares and to extend the term of such plan by 20 years.

                 Broker Non-             
For Against Abstain   Votes
196,792,152 21,813,222 1,889,333 30,355,284

(3)      To approve an amendment to our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 4,000,000 shares.

                 Broker Non-             
For Against   Abstain   Votes
145,118,323 73,344,746 2,031,236 30,355,686

(4)      To ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as external auditors of Xilinx, for the fiscal year ending March 28, 2009.

                 Broker Non-             
For Against   Abstain   Votes
244,919,749   3,959,606   1,970,636 0

This excerpt taken from the XLNX 10-Q filed Nov 8, 2007.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At Xilinx, Inc.’s Annual Meeting of Stockholders held on August 9, 2007, stockholders elected each of the director nominees, approved amendments to our 1990 Employee Qualified Stock Purchase Plan and the 2007 Equity Incentive Plan, and ratified the appointment of our external auditors.

                 (1)       To elect eight directors to serve for the ensuing year or until their successors are duly elected and qualified.

                           Votes For      Votes Withheld
Willem P. Roelandts  260,444,121 4,185,736
John L. Doyle   260,459,176 4,170,681
Jerald G. Fishman  260,331,456 4,298,401
Philip T. Gianos  260,051,436 4,578,421
William G. Howard, Jr.  260,716,719 3,913,138
J. Michael Patterson  260,937,956 3,691,901
Marshall C. Turner  261,571,194 3,058,663
Elizabeth W. Vanderslice  260,937,446 3,692,411

                 (2)       To approve an amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares.

                  Broker Non-                 
For Against Abstain Votes  
220,858,431 10,086,879 1,655,306 32,029,241

                 (3)       To approve an amendment to our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 5,000,000 shares.

    Broker Non-                 
For Against   Abstain Votes
138,969,766 91,955,794 1,675,056 32,029,241

                 (4)       To ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as external auditors of Xilinx for the fiscal year ending March 29, 2008.

      Broker Non-                 
For Against Abstain Votes
260,406,919 2,310,220 1,912,718 0

This excerpt taken from the XLNX 10-K filed May 31, 2006.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

18



PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NASDAQ National Market under the symbol XLNX. As of May 1, 2006, there were approximately 1,168 stockholders of record. Since many holders' shares are listed under their brokerage firms' names, the actual number of stockholders is estimated by the Company to be over 150,000.

 The following table sets forth the high and low closing sale prices, for the periods indicated, for our common stock as reported by the NASDAQ National Market:

 
  Fiscal 2006
  Fiscal 2005
 
  High
  Low
  High
  Low
First Quarter   $ 29.96   $ 25.48   $ 40.22   $ 31.53
Second Quarter     29.09     25.68     31.53     25.44
Third Quarter     28.14     21.94     32.95     26.68
Fourth Quarter     29.79     24.92     31.92     26.29

 In each quarter of fiscal 2006, we paid a cash dividend of $0.07 per common share, for a total of $0.28 per common share for the year ($0.05 each quarter during fiscal 2005 for a total of $0.20 for the year).

 On April 25, 2006, our Board of Directors approved an increase to our quarterly common stock dividend from $0.07 per share to $0.09 per share, which is payable on May 31, 2006 to stockholders of record at the close of business on May 10, 2006.

Issuer Purchases of Equity Securities

 The following table summarizes the Company's repurchase of its common stock during the fourth fiscal quarter of 2006. See Note 10 to our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data" for information regarding our stock repurchase plans.

Period

  Total Number
of Shares
Purchased

  Average
Price Paid
per Share

  Total Number of
Shares Purchased
as Part of Publicly
Announced Program

  Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program

 
  (In thousands, except per share amounts)


January 1 to February 4, 2006

 

645

 

$

27.15

 

645

 

$

181,366

February 5 to March 4, 2006

 

2,735

 

$

27.15

 

2,735

 

$

107,112

March 5 to April 1, 2006

 

1,223

 

$

27.15

 

1,223

 

$

73,888

 

 



 

 

 

 



 

 

 

Total for the Quarter

 

4,603

 

$

27.15

 

4,603

 

 

 

 

 



 

 

 

 



 

 

 

 On April 21, 2005, we announced a repurchase program of up to $350.0 million of our common stock. On February 13, 2006, we announced a further repurchase program of up to an additional $600.0 million of our common stock. During the fourth quarter of fiscal 2006, the Company repurchased a total of 4.6 million shares of its common stock for $125.0 million. Through April 1, 2006, the Company had repurchased $276.1 million of the $350.0 million of common stock approved for repurchase under the April 2005 authorization. These share repurchase programs have no stated expiration date.

 Additional information required by this item is incorporated by reference to the table set forth in Item 12. "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

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