XILINX, INC. (NASDAQ:XLNX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02>>Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April 10, 2017, the Board of Directors (the Board) of Xilinx,
Inc. (the Company) took steps to implement a multi-year CEO
succession plan. In order to ensure a smooth transition, the Board
approved the following actions, each as more specifically described
below: Victor Peng was named as the Companys Chief Operating
Officer; Krishna Rangasayee was named as the Companys Executive
Vice President of Sales, reporting to Mr. Peng; and Moshe
Gavrielov, the Companys President and CEO entered into an amended
employment agreement with the Company.
Inc. (the Company) took steps to implement a multi-year CEO
succession plan. In order to ensure a smooth transition, the Board
approved the following actions, each as more specifically described
below: Victor Peng was named as the Companys Chief Operating
Officer; Krishna Rangasayee was named as the Companys Executive
Vice President of Sales, reporting to Mr. Peng; and Moshe
Gavrielov, the Companys President and CEO entered into an amended
employment agreement with the Company.
Promotion of Victor Peng
On April 10, 2017, the Board named Victor Peng as the Companys
Chief Operating Officer, effective immediately. Mr. Peng, age 57,
joined the Company in April 2008 and previously served as Executive
Vice President and General Manager of Products, a position he held
since July 2014. From May 2013 through April 2014, Mr. Peng served
as Senior Vice President and General Manager of the Programmable
Platforms Group. From May 2012 through April 2013, he served as
Senior Vice President of the Programmable Platforms Group. From
November 2008 through April 2012, he served as Senior Vice
President of the Programmable Platforms Development Group. Prior to
joining the Company, Mr. Peng served as Corporate Vice President,
Graphics Products Group at Advanced Micro Devices (AMD), a provider
of processing solutions, from November 2005 to April 2008. Prior to
joining AMD, Mr. Peng served in a variety of executive engineering
positions at companies in the semiconductor and processor
industries.
Chief Operating Officer, effective immediately. Mr. Peng, age 57,
joined the Company in April 2008 and previously served as Executive
Vice President and General Manager of Products, a position he held
since July 2014. From May 2013 through April 2014, Mr. Peng served
as Senior Vice President and General Manager of the Programmable
Platforms Group. From May 2012 through April 2013, he served as
Senior Vice President of the Programmable Platforms Group. From
November 2008 through April 2012, he served as Senior Vice
President of the Programmable Platforms Development Group. Prior to
joining the Company, Mr. Peng served as Corporate Vice President,
Graphics Products Group at Advanced Micro Devices (AMD), a provider
of processing solutions, from November 2005 to April 2008. Prior to
joining AMD, Mr. Peng served in a variety of executive engineering
positions at companies in the semiconductor and processor
industries.
There are no family relationships between Mr. Peng and any
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer. There have been
no transactions nor are there any proposed transactions between the
Company and Mr. Peng that would require disclosure to Item 404(a)
of Regulation S-K.
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer. There have been
no transactions nor are there any proposed transactions between the
Company and Mr. Peng that would require disclosure to Item 404(a)
of Regulation S-K.
In connection with Mr. Pengs promotion to Chief Operating Officer,
Mr. Pengs annual base salary was increased by $50,000 to $550,000,
beginning fiscal 2018, and Mr. Pengs annual target bonus percentage
was increased from 50% of Mr. Pengs annual base salary to 115%.
Mr. Pengs annual base salary was increased by $50,000 to $550,000,
beginning fiscal 2018, and Mr. Pengs annual target bonus percentage
was increased from 50% of Mr. Pengs annual base salary to 115%.
Promotion of Krishna Rangasayee
On April 10, 2017, the Board named Krishna Rangasayee as the
Companys Executive Vice President of Sales, effective immediately.
Mr. Rangasayee, age 47, joined the Company in July 1999 and
previously served as Senior Vice President and General Manager,
Global Sales and Markets, a position he held since January 2015.
Prior to that, he served in a number of key roles, including as
Senior Director of Vertical Markets and Partnerships from November
2005 through June 2008. He then served as the Vice President of
Strategic Planning from July 2008 through September 2010 and was
promoted to the rank of Corporate Vice President for the same
function. Mr. Rangasayee assumed the position of Corporate Vice
President and General Manager, Communications Business Unit in
October 2010. Mr. Rangasayee was promoted to the position of Senior
Vice President, and General Manager, Communications Business Unit
in April 2012. He became Senior Vice President, and General
Manager, Market Segments and Communications Business Unit in
October 2013. Prior to joining Xilinx, Mr. Rangasayee held various
positions at Altera, a provider of programmable logic solutions,
and Cypress Semiconductor, a semiconductor company.
Companys Executive Vice President of Sales, effective immediately.
Mr. Rangasayee, age 47, joined the Company in July 1999 and
previously served as Senior Vice President and General Manager,
Global Sales and Markets, a position he held since January 2015.
Prior to that, he served in a number of key roles, including as
Senior Director of Vertical Markets and Partnerships from November
2005 through June 2008. He then served as the Vice President of
Strategic Planning from July 2008 through September 2010 and was
promoted to the rank of Corporate Vice President for the same
function. Mr. Rangasayee assumed the position of Corporate Vice
President and General Manager, Communications Business Unit in
October 2010. Mr. Rangasayee was promoted to the position of Senior
Vice President, and General Manager, Communications Business Unit
in April 2012. He became Senior Vice President, and General
Manager, Market Segments and Communications Business Unit in
October 2013. Prior to joining Xilinx, Mr. Rangasayee held various
positions at Altera, a provider of programmable logic solutions,
and Cypress Semiconductor, a semiconductor company.
There are no family relationships between Mr. Rangasayee and any
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer. There have been
no transactions nor are there any proposed transactions between the
Company and Mr. Rangasayee that would require disclosure to Item
404(a) of Regulation S-K.
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer. There have been
no transactions nor are there any proposed transactions between the
Company and Mr. Rangasayee that would require disclosure to Item
404(a) of Regulation S-K.
In connection with Mr. Rangasayees promotion to Executive Vice
President and General Manager, Global Sales and Markets, Mr.
Rangasayees annual base salary was increased by $30,000 to
$425,000, beginning fiscal
President and General Manager, Global Sales and Markets, Mr.
Rangasayees annual base salary was increased by $30,000 to
$425,000, beginning fiscal
2018, and Mr. Rangasayees annual target bonus percentage was
increased from 80% of Mr. Rangasayees annual base salary to 50%.
increased from 80% of Mr. Rangasayees annual base salary to 50%.
Amendment and Restatement of Employment Agreement with Moshe
Gavrielov
Gavrielov
On April 10, 2017, the Company entered into an Amended and Restated
Employment Agreement (the Amended and Restated Gavrielov Agreement)
with Mr. Gavrielov. The Amended and Restated Gavrielov Agreement
provides for Mr. Gavrielovs employment with the Company for a
period through August 1, 2020 (unless terminated earlier in
accordance with its terms) (the Employment Term), followed by a
year-long consulting period (the Consulting Period) during which
time Mr. Gavrielov will provide consulting and transition services
to the Company to assist in the orderly transition to a successor
Chief Executive Officer. Also to the terms of the Amended and
Restated Gavrielov Agreement, Mr. Gavrielov will be granted
restricted stock units to the Companys 2007 Equity Incentive Plan
having an aggregate value on their date of grant of $10 million,
subject to vesting as more fully described in the Amended and
Restated Gavrielov Agreement. In addition, in connection with the
Companys annual equity award grant process for fiscal year 2018 Mr.
Gavrielov shall be eligible to receive a grant of performance-based
restricted stock units in an amount determined by the compensation
committee of the Company in its discretion. Mr. Gavrielovs annual
salary and annual target bonus opportunity remain unchanged under
the Amended and Restated Gavrielov Agreement.
Employment Agreement (the Amended and Restated Gavrielov Agreement)
with Mr. Gavrielov. The Amended and Restated Gavrielov Agreement
provides for Mr. Gavrielovs employment with the Company for a
period through August 1, 2020 (unless terminated earlier in
accordance with its terms) (the Employment Term), followed by a
year-long consulting period (the Consulting Period) during which
time Mr. Gavrielov will provide consulting and transition services
to the Company to assist in the orderly transition to a successor
Chief Executive Officer. Also to the terms of the Amended and
Restated Gavrielov Agreement, Mr. Gavrielov will be granted
restricted stock units to the Companys 2007 Equity Incentive Plan
having an aggregate value on their date of grant of $10 million,
subject to vesting as more fully described in the Amended and
Restated Gavrielov Agreement. In addition, in connection with the
Companys annual equity award grant process for fiscal year 2018 Mr.
Gavrielov shall be eligible to receive a grant of performance-based
restricted stock units in an amount determined by the compensation
committee of the Company in its discretion. Mr. Gavrielovs annual
salary and annual target bonus opportunity remain unchanged under
the Amended and Restated Gavrielov Agreement.
The Amended and Restated Gavrielov Agreement provides that if (1)
the Company terminates Mr. Gavrielov’s employment at any time with
Cause (as such term is defined in the Amended and Restated
Gavrielov Agreement), (2) Mr. Gavrielov voluntarily terminates his
employment other than for Good Reason (as such term is defined in
the Amended and Restated Gavrielov Agreement) or (3) Mr. Gavrielov
dies, then subject to Mr. Gavrielov tendering his resignation as a
member of the Board in the case of (1) or (2), Mr. Gavrielov will
be entitled to a lump sum payment (the Accrued Compensation) equal
to the sum of (a) any base salary accrued through his termination
date, (b) any earned and unpaid and/or vested, non-forfeitable
amounts owing or accrued as of his termination date under the terms
of the applicable Company employee benefit plans or arrangements
and (c) reasonable business expenses incurred prior to his
termination date.
the Company terminates Mr. Gavrielov’s employment at any time with
Cause (as such term is defined in the Amended and Restated
Gavrielov Agreement), (2) Mr. Gavrielov voluntarily terminates his
employment other than for Good Reason (as such term is defined in
the Amended and Restated Gavrielov Agreement) or (3) Mr. Gavrielov
dies, then subject to Mr. Gavrielov tendering his resignation as a
member of the Board in the case of (1) or (2), Mr. Gavrielov will
be entitled to a lump sum payment (the Accrued Compensation) equal
to the sum of (a) any base salary accrued through his termination
date, (b) any earned and unpaid and/or vested, non-forfeitable
amounts owing or accrued as of his termination date under the terms
of the applicable Company employee benefit plans or arrangements
and (c) reasonable business expenses incurred prior to his
termination date.
to the Amended and Restated Gavrielov Agreement, if the Company
terminates Mr. Gavrielov’s employment at any time due to a
Disability (as such term is defined in the Amended and Restated
Gavrielov Agreement), then subject to Mr. Gavrielov tendering his
resignation as a member of the Board, he will be entitled to: (a)
the Accrued Compensation; (b) a lump sum payment equal to the sum
of twelve (12) months of his base salary and one (1) year of his
target bonus; (c) twelve months continued health benefits coverage
(or a lump sum payment equal to the value of such continued health
benefits coverage) (the COBRA Benefit); (d) twenty-four (24) months
accelerated vesting of all equity grants received from the Company
prior to his termination of employment, as more fully described in
the Amended and Restated Gavrielov Agreement; and (e) a pro rata
portion of his bonus for the fiscal year during which his
employment was terminated.
terminates Mr. Gavrielov’s employment at any time due to a
Disability (as such term is defined in the Amended and Restated
Gavrielov Agreement), then subject to Mr. Gavrielov tendering his
resignation as a member of the Board, he will be entitled to: (a)
the Accrued Compensation; (b) a lump sum payment equal to the sum
of twelve (12) months of his base salary and one (1) year of his
target bonus; (c) twelve months continued health benefits coverage
(or a lump sum payment equal to the value of such continued health
benefits coverage) (the COBRA Benefit); (d) twenty-four (24) months
accelerated vesting of all equity grants received from the Company
prior to his termination of employment, as more fully described in
the Amended and Restated Gavrielov Agreement; and (e) a pro rata
portion of his bonus for the fiscal year during which his
employment was terminated.
The Amended and Restated Gavrielov Agreement also provides that if
the Company terminates Mr. Gavrielov’s employment at any time
other than for Cause or due to a Disability, or if Mr. Gavrielov
voluntarily terminates his employment for Good Reason, then,
subject to Mr. Gavrielov making himself available to provide
consulting services through the expiration of the Consulting Period
and tendering his resignation as a member of the Board, Mr.
Gavrielov will be entitled to: (a) the Accrued Compensation; (b)
accelerated vesting of that portion of his equity awards that are
unvested and outstanding as of his termination date that would
otherwise become vested had he continued in service until August 1,
2020 and through the Consulting Period, as more fully explained in
the Amended and Restated Gavrielov Agreement; (c) the COBRA
Benefit; (d) the sum of the annual target salary and annual bonus
amounts he would otherwise be entitled to if he continued in
service until August 1, 2020 and (e) a pro rata portion of his
bonus for the fiscal year during which his employment was
terminated; provided, that>if any such termination occurs within
the period commencing 90 days before, or two years following, the
consummation of a Change of Control (as such term is defined in the
Amended and Restated Gavrielov Agreement), then subject to Mr.
Gavrielov tendering his resignation as a member of the Board he
will be entitled to: (a) twenty-four (24) months of base salary and
two (2) years of target bonus, payable in a lump sum; (b) 50%
accelerated vesting of time-based equity compensation awards; (c)
50% vesting of the target number of any then-unearned
performance-based
the Company terminates Mr. Gavrielov’s employment at any time
other than for Cause or due to a Disability, or if Mr. Gavrielov
voluntarily terminates his employment for Good Reason, then,
subject to Mr. Gavrielov making himself available to provide
consulting services through the expiration of the Consulting Period
and tendering his resignation as a member of the Board, Mr.
Gavrielov will be entitled to: (a) the Accrued Compensation; (b)
accelerated vesting of that portion of his equity awards that are
unvested and outstanding as of his termination date that would
otherwise become vested had he continued in service until August 1,
2020 and through the Consulting Period, as more fully explained in
the Amended and Restated Gavrielov Agreement; (c) the COBRA
Benefit; (d) the sum of the annual target salary and annual bonus
amounts he would otherwise be entitled to if he continued in
service until August 1, 2020 and (e) a pro rata portion of his
bonus for the fiscal year during which his employment was
terminated; provided, that>if any such termination occurs within
the period commencing 90 days before, or two years following, the
consummation of a Change of Control (as such term is defined in the
Amended and Restated Gavrielov Agreement), then subject to Mr.
Gavrielov tendering his resignation as a member of the Board he
will be entitled to: (a) twenty-four (24) months of base salary and
two (2) years of target bonus, payable in a lump sum; (b) 50%
accelerated vesting of time-based equity compensation awards; (c)
50% vesting of the target number of any then-unearned
performance-based
restricted stock unit awards; (d) the COBRA Benefit and (e) a pro
rata portion of his bonus for the fiscal year during which his
employment was terminated.
rata portion of his bonus for the fiscal year during which his
employment was terminated.
to the Amended and Restated Gavrielov Agreement, Mr. Gavrielov will
provide consulting and transition services to the Company during
the Consulting Period as an independent contractor to a consulting
agreement to be agreed upon. In exchange for such services Mr.
Gavrielov will receive cash compensation in an amount equal to his
base salary and target bonus on the last day of the Employment Term
and any outstanding and unvested equity awards shall continue to
vest during the Consulting Period. Upon the successful conclusion
of the Consulting Period, upon the Company not requiring Mr.
Gavrielovs service during the Consulting Period or upon the Company
terminating Mr. Gavrielovs service during the Consulting Period
without Cause, Mr. Gavrielov will be, in addition to his
entitlement to the compensation mentioned above, entitled to
receive twelve (12) months additional acceleration of any
then-remaining unvested equity awards.
provide consulting and transition services to the Company during
the Consulting Period as an independent contractor to a consulting
agreement to be agreed upon. In exchange for such services Mr.
Gavrielov will receive cash compensation in an amount equal to his
base salary and target bonus on the last day of the Employment Term
and any outstanding and unvested equity awards shall continue to
vest during the Consulting Period. Upon the successful conclusion
of the Consulting Period, upon the Company not requiring Mr.
Gavrielovs service during the Consulting Period or upon the Company
terminating Mr. Gavrielovs service during the Consulting Period
without Cause, Mr. Gavrielov will be, in addition to his
entitlement to the compensation mentioned above, entitled to
receive twelve (12) months additional acceleration of any
then-remaining unvested equity awards.
The foregoing summary of the Amended and Restated Gavrielov
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Gavrielov
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference in its entirety.
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Gavrielov
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference in its entirety.
Item 7.01 Regulation FD Disclosure.
On April 12, 2017, the Company issued a press release regarding the
matters described above in Item 5.02. A copy of that press release
is attached hereto as Exhibit 99.1 and incorporated herein.
matters described above in Item 5.02. A copy of that press release
is attached hereto as Exhibit 99.1 and incorporated herein.
The information contained in this Item 7.01, including the related
information set forth in the press release attached hereto and
incorporated by reference herein, is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of Section 18 of the Exchange Act. The
information in this Item 7.01 shall not be incorporated by
reference into any registration statement or other document to the
Securities Act of 1933, as amended, or into any filing or other
document to the Exchange Act, except as otherwise expressly stated
in any such filing.
information set forth in the press release attached hereto and
incorporated by reference herein, is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of Section 18 of the Exchange Act. The
information in this Item 7.01 shall not be incorporated by
reference into any registration statement or other document to the
Securities Act of 1933, as amended, or into any filing or other
document to the Exchange Act, except as otherwise expressly stated
in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Amended and Restated Employment Agreement, dated as of
April 10, 2017, by and between Xilinx, Inc. and Moshe Gavrielov |
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99.1
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Press Release of Xilinx, Inc. dated April 12, 2017
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About XILINX, INC. (NASDAQ:XLNX)
Xilinx, Inc. (Xilinx) is engaged in designing and developing programmable devices and associated technologies. The Company’s programmable devices and associated technologies include integrated circuits (ICs) in the form of programmable logic devices (PLDs), including programmable System on Chips (SoCs) and three-dimensional ICs (3D ICs); software design tools to program the PLDs; targeted reference designs; printed circuit boards, and intellectual property (IP), which consists of Xilinx, and various third-party verification and IP cores. The Company provides design services, customer training, field engineering and technical support. Its PLDs include field programmable gate arrays (FPGAs), complex programmable logic devices (CPLDs) that its customers program to perform desired logic functions, and programmable SoCs, which combine (Advanced reduced instruction set computing (RISC) Machines (ARM)) processor-based systems with programmable logic in a single device. XILINX, INC. (NASDAQ:XLNX) Recent Trading Information
XILINX, INC. (NASDAQ:XLNX) closed its last trading session down -0.86 at 55.10 with 2,372,404 shares trading hands.
