false0000743988 0000743988 2020-04-09 2020-04-09


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): April 9, 2020
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: 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
XLNX
The Nasdaq Global Select Market

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

(c)    On April 9, 2020, Xilinx, Inc. (the “Company”) announced the appointment of Brice Hill as Executive Vice President and Chief Financial Officer of the Company. Mr. Hill, 53, joins the Company from Intel Corporation (“Intel”), where he served as Corporate Vice President and Chief Financial Officer and Chief Operating Officer, Technology, Systems and Core Engineering Group, since 2015. Prior to that, Mr. Hill held a series of other positions with Intel, including Vice President, Corporate Strategy and Business Group Finance from 2013 to 2015, Vice President, Sales and Marketing Controller from 2010 to 2013, and Corporate Finance Controller from 2005 to 2010. Mr. Hill holds a Bachelor’s Degree in Finance and Economics from the Michael G. Foster School of Business at the University of Washington, and a Master’s of Business Administration from the Stephen M. Ross School of Business at the University of Michigan. Mr. Hill will become the Company’s principal financial officer on the day after the Company files its annual report on Form 10-K for the recently concluded 2020 fiscal year, with Victor Peng, the Company’s Chief Executive Officer, continuing to fill that role until then.

There are no family relationships between Mr. Hill and any of the Company’s directors, nominees for director, or executive officers.

Mr. Hill, who will participate in the compensatory program applicable to other Company executive vice presidents, will receive a base salary of $550,000 per year and be eligible for an annual cash bonus target equal to 100% of his base salary under the Company’s executive incentive program. The Company expects to announce the terms and conditions of the executive incentive program applicable to Mr. Hill and other Company executive officers for fiscal year 2021 in May of this year. Mr. Hill will also receive a sign-on bonus of $350,000. If Mr. Hill voluntarily terminates his employment with the Company prior to two years of service, he will be required to reimburse the Company a pro-rated portion of the sign-on bonus. Mr. Hill is expected to receive a new-hire grant of restricted stock units on May 11, 2020, with an aggregate value of $5,000,000 based on the average closing stock price during the three (3) full months prior to the month of grant. Those restricted stock units will vest, subject to Mr. Hill’s continued employment with the Company, in equal installments on the first four anniversaries of the grant.

The Company has entered into indemnification and change-of-control agreements with Mr. Hill on terms generally consistent with the Company’s standard forms of those agreements applicable to executive vice presidents. The form of indemnification agreement requires the Company to indemnify officers to the fullest extent permitted by Delaware law. Mr. Hill’s change-of-control agreement differs from the Company’s previously-disclosed form of agreement applicable to executive vice presidents with respect to the acceleration of the vesting of equity awards held by Mr. Hill that would apply in the event the Company terminates Mr. Hill’s employment without cause or he resigns under circumstances that constitute a constructive termination, in either case after the consummation of a change of control of the Company that occurs before the second anniversary of Mr. Hill’s starting date. If such a separation occurs after a change of control that takes place before the first anniversary of Mr. Hill’s starting date, then 25% of Mr. Hill’s Company equity awards shall vest; if such a separation occurs after a change of control that takes place between the first and second anniversaries of Mr. Hill’s starting date, then 50% of Mr. Hill’s Company equity awards shall vest. If such a separation occurs after a change of control that takes place after the second anniversary of Mr. Hill’s starting date, then 100% of Mr. Hill’s Company equity awards shall vest, similar to the Company’s previously-disclosed form of agreement applicable to executive vice presidents. Any such acceleration will be contingent upon Mr. Hill executing a waiver and release of all claims and complying with other customary terms, including non-solicitation.


Item 9.01 Financial Statements and Exhibits

(d)
Exhibits
Exhibit No.
  
Description
 
 
 
99.1

  
Press release of Xilinx, Inc. dated April 9, 2020
104

 
Cover Page Interactive Data File (the Cover Page XBRL tags are embedded within the Inline XBRL document)



 



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.
 
 
 
 
 
XILINX, INC.
 
 
 
 
Date: April 9, 2020
 
 
 
By:
 
/s/ Catia Hagopian
 
 
 
 
 
 
Catia Hagopian
 
 
 
 
 
 
Senior Vice President, General Counsel and Secretary




EXHIBIT INDEX
 
 
 
 
Exhibit No.
  
Description
 
 
99.1

  
104

 
Cover Page Interactive Data File (the Cover Page XBRL tags are embedded within the Inline XBRL document)




 



Exhibit 99.1




Xilinx Appoints Brice Hill as Chief Financial Officer


SAN JOSE, Calif., April 9, 2020 - Xilinx, Inc. (NASDAQ: XLNX), the leader in adaptive and intelligent computing, today announced it has appointed Brice Hill to the position of executive vice president and chief financial officer (CFO), effective immediately. Hill will be responsible for all aspects of the financial management of Xilinx and, as a key member of the executive management team, he will add substantial financial expertise and leadership to the company’s transformation to adaptable platforms and sustained growth.

Hill, 53, is a veteran technology executive with more than 30 years’ experience in finance, mergers and acquisitions, global operations, and strategy. He joins Xilinx from a 25-year tenure at Intel Corporation, where he most recently served as the CFO and COO, Technology, Systems and Core Engineering Group, managing all financial aspects of the company’s manufacturing, research and development, and product engineering operations. Prior to that, Hill was Corporate Vice President of Corporate Strategy and Business Unit finance, including the Data Center, PC, and IoT business units. Hill had also previously held senior finance roles in capacity strategy, PC desktop and chipsets, and the data center at Intel.

“Brice brings tremendous operational and strategic experience and leadership to our executive team. His knowledge of the data center, client computing, and IoT industries is a perfect match for our growth strategy in the data center, our broad core markets, and adaptive computing,” said Xilinx President and Chief Executive Officer, Victor Peng. “We are thrilled to have him join the Xilinx leadership team.”

“Xilinx has impressed me with its leadership team, vision, long-term growth strategy, and broad portfolio of differentiated technologies in adaptive computing, from the cloud, to edge, to endpoint devices,” said Hill. “I can’t imagine a more exciting time to join Xilinx. I look forward to the opportunities ahead.”

Prior to Intel, Hill worked at General Motors Corporation where he held various finance positions. He holds an MBA in finance and strategy from the University of Michigan, Stephen M. Ross School of Business, and a bachelor’s degree in finance and economics from the University of Washington, Michael G. Foster School of Business.





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About Xilinx
Xilinx develops highly flexible and adaptive processing platforms that enable rapid innovation across a variety of technologies - from the endpoint to the edge to the cloud. Xilinx is the inventor of the FPGA, hardware programmable SoCs, and the ACAP, designed to deliver the most dynamic processor technology in the industry and enable the adaptable, intelligent, and connected world of the future. For more information, visit www.xilinx.com.


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PR Contact:
Tara Sims
media@xilinx.com


Source: Xilinx Newsroom