UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 1, 2016
Red Hat, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-33162 | 06-1364380 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 100 East Davie Street, Raleigh, North Carolina | 27601 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(919) 754-3700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) On August 1, 2016, Jeffrey J. Clarke notified Red Hat, Inc. (the “Company”) that he has decided not to stand for re-election at the Company’s 2016 Annual Meeting of Stockholders and has informed the Company of his resignation from the Company’s Board of Directors (the “Board”), effective as of the date of such meeting.
Mr. Clarke indicated that his decision not to stand for re-election will permit him to focus more of his time and effort on his role as Chief Executive Officer of Eastman Kodak Company (NYSE: KODK) and is not due to a disagreement with the Company.
The Company’s Board and management expressed their appreciation for Mr. Clarke’s leadership, insights and eight years of valued service to the Company and its stockholders.
Mr. Clarke’s written notice to the Company of his decision not to stand for re-election is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
See Exhibit Index attached hereto.
SIGNATURE
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.
| Date: August 2, 2016 | RED HAT, INC. | |||||||||
| By: | /s/ R. Brandon Asbill | |||||||||
| Name: | R. Brandon Asbill | |||||||||
| Title: | Assistant Secretary | |||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Correspondence from Jeffrey J. Clarke to General (Ret.) H. Hugh Shelton and James M. Whitehurst dated August 1, 2016 | |
Exhibit 99.1
August 1, 2016
| To: | General (Ret.) H. Hugh Shelton James M. Whitehurst |
Cc: Michael Cunningham
I will not seek reelection to the Red Hat board of directors so I can focus my efforts in my role as CEO of Eastman Kodak Company.
It has been a privilege to serve Red Hat shareholders along with you and my fellow directors since 2008 and am pleased that Red Hat has delivered exceptional revenue and cash flow growth while market capitalization increased from approximately $3.9 billion to $13.6 billion during this period.
I have enjoyed working closely with Red Hat employees, management and board members and want to thank the Red Hat team for their strong efforts and professionalism during my tenure on the Board.
-Jeff Clarke