COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are J. Michael Patterson, Marshall C. Turner and Elizabeth W. Vanderslice.
During fiscal 2013, Philip T. Gianos also served on the Compensation Committee. No member of the Compensation
Committee is, or was during fiscal 2013, an officer or employee of the Company or any of its subsidiaries or was formerly an
officer of the Company or any of its subsidiaries. No member of the Compensation Committee is, or was during fiscal 2013, an
executive officer of another company whose board of directors has a comparable committee on which one of the Company’s
executive officers serves. For further discussion regarding transactions with related parties, see the section above entitled
“BOARD MATTERS-Director Independence.”
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s officers and Directors, and persons who own more than 10% of a
registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of such securities
with the SEC. Officers, Directors and greater than 10% beneficial owners are required by applicable regulations to furnish the
Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely upon a review of the
copies of such reports furnished to the Company, and written representations from certain reporting persons that no other
reports were required, the Company believes that its officers, Directors and greater-than-10% stockholders complied with all
Section 16(a) filing requirements during the 2013 fiscal year.
RELATED TRANSACTIONS
Our Audit Committee is responsible for reviewing and approving all related party transactions. Related parties include any of
our Directors or executive officers, certain of our stockholders and their immediate family members. This obligation is set forth
in writing in the Audit Committee charter. The Audit Committee reviews related party transactions due to the potential for a
conflict of interest. A conflict of interest arises when an individual’s personal interest interferes with the Company’s interests.
All transactions identified through our disclosure controls and procedures as potential related party transactions, or transactions
that may create a conflict of interest or the appearance of a conflict of interest, are brought to the attention of the Audit
Committee for its review. In reviewing related party transactions, the Audit Committee applies the standards set forth in the
Company’s Code of Conduct and the Directors’ Code of Ethics which provide that Directors, officers and employees are to
avoid any activity, investment or association that would cause or even appear to cause a conflict of interest. Copies of the Audit
Committee Charter, the Code of Conduct and the Directors’ Code of Ethics are available on our website at
http://www.investor.xilinx.com under “Corporate Governance.” For further discussion regarding transactions with related
parties, see the section above entitled “BOARD MATTERS—Director Independence.”
In fiscal 2011, our Audit Committee pre-approved our engagement of BlackRock, Inc. (“BlackRock”) as an investment
manager. At the time we entered into this engagement, BlackRock was the beneficial owner of more than five percent of our
outstanding common stock and is currently a beneficial owner of more than five percent of our outstanding common stock.
Xilinx paid BlackRock $234,185 in management fees during fiscal 2013.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any other matters properly come before the meeting,
it is the intention of the persons named in the enclosed proxy card to vote the shares they represent as the Board may
recommend.
THE BOARD OF DIRECTORS
Dated: July 1, 2013
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