Xilinx Adjusts Corporate Governance Principles

Staff Reporter -- Electronic News, 5/16/2006

Xilinx Inc. has adjusted it corporate governance principals, adopting changes on stock ownership, board of directors’ positions and terms of board seats.

Regarding stock ownership requirements, the programmable logic player’s board has decided that for existing directors, the CEO and executive officers, the ownership requirements must be attained by June 1, 2011. New directors and executive officers will be required to meet the stock ownership requirements by the fifth anniversary of the first stock grant received.

Xilinx has also determined that when a director's principal occupation or business association changes substantially during his or her tenure as director, that director must tender their resignation for consideration by the company’s nominating and governance committee. The committee will recommend to the board the action, if any, to be taken with respect to the resignation, the company said.

Further, Xilinx has set a limitation on the number of public boards a company director may sit on, three for any CEO and four for all other directors.

Directors will also be required to keep up their education. Xilinx noted that it offers internal and external course selections for new-director orientation, as well as continuing education. On a rotating basis, directors will regularly attend director education programs, including ISS-accredited courses, and report back to the entire board on key learnings, the company has determined.

These decisions also reference the company’s adoption of the majority vote standard in uncontested elections, a change that was affected by amending the company's bylaws in a Form 8-K on May 9, Xilinx said.