8-K

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): August 29, 2017

RED HAT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33162	06-1364380
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East Davie St., Raleigh, North Carolina 27601

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code (919) 754-3700

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01. Regulation FD Disclosure.

On August 29, 2017, Red Hat, Inc., a Delaware corporation (the “Company”), issued a press release announcing that Dr. Narendra K. Gupta has succeeded General H. Hugh Shelton as Chairman of the Company’s Board of Directors and released a brief Q&A with Dr. Gupta along with a corporate governance/executive compensation fact sheet (“Fact Sheet”) that will be posted on the Company’s website. The press release, Q&A and Fact Sheet are furnished herewith as Exhibits 99.1, 99.2 and 99.3 respectively to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 of this Form 8-K 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 that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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 29, 2017	RED HAT, INC.
	By:	/s/ R. Brandon Asbill
		Name:	R. Brandon Asbill
		Title:	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 29, 2017
99.2	Q&A with Dr. Gupta released August 29, 2017
99.3	Corporate Governance/Executive Compensation Fact Sheet dated August 2017

EX-99.1

Exhibit 99.1

Media Contact:

Stephanie Wonderlick

Red Hat, Inc.

+1 571-421-8169

swonderl@redhat.com

Red Hat Appoints Narendra Gupta as New Chairman of the Board

RALEIGH, N.C. – AUGUST 29, 2017 – Red Hat, Inc. (NYSE: RHT), the world’s leading provider of open source solutions, today announced that its board of directors has appointed Narendra (Naren) K. Gupta, Ph.D., as chairman of the board. Gupta, a member of Red Hat’s board since 2005 and a member of the board’s compensation committee, succeeds retired U.S. Army Gen. H. Hugh Shelton, who recently retired from the board after serving as chairman since 2010.

Gupta, who has served on Red Hat’s board of directors since 2005, is a technology industry veteran with more than 40 years’ experience. In 2006, he co-founded Nexus Venture Partners, a leading venture capital fund, and he currently serves as the firm’s managing director.

Gupta co-founded Integrated Systems Inc. (ISI) in 1980 to develop products for embedded software development. He served as ISI’s president and CEO from founding until 1994 and as chairman until 2000 when ISI merged with Wind River Systems, Inc., a provider of device software optimization solutions. Gupta served as Wind River’s vice chairman from 2000 until its acquisition by Intel in 2009. He currently serves on the board of trustees of the California Institute of Technology, the advisory board of Asia Society Northern California, and on the boards of several privately held companies.

Supporting Quotes

Jim Whitehurst, president and CEO, Red Hat

“Naren is a well-respected leader. Coupled with his global technology industry experience, he is an ideal person for this role. Red Hat has already benefited greatly from his broad experience and his contributions as a dedicated member of our board. I look forward to working closely with Naren to continue Red Hat’s role as one of the world’s most innovative companies.”

Naren Gupta, co-founder and managing director, Nexus Venture Partners; chairman of Red Hat’s board of directors

“Red Hat is one of the technology industry’s most respected companies and its culture of open innovation has helped make open source a de facto standard. I am honored and excited to serve as chairman of its board.”

About Red Hat, Inc.

Red Hat is the world’s leading provider of open source software solutions, using a community-powered approach to provide reliable and high-performing cloud, Linux, middleware, storage and virtualization technologies. Red Hat also offers award-winning support, training, and consulting services. As a connective hub in a global network of enterprises, partners, and open source communities, Red Hat helps create relevant, innovative technologies that liberate resources for growth and prepare customers for the future of IT. Learn more at http://www.redhat.com.

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain

assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: risks related to the ability of the Company to compete effectively; the ability to deliver and stimulate demand for new products and technological innovations on a timely basis; delays or reductions in information technology spending; the integration of acquisitions and the ability to market successfully acquired technologies and products; fluctuations in exchange rates; the effects of industry consolidation; uncertainty and adverse results in litigation and related settlements; the inability to adequately protect Company intellectual property and the potential for infringement or breach of license claims of or relating to third party intellectual property; risks related to data and information security vulnerabilities; changes in and a dependence on key personnel; the ability to meet financial and operational challenges encountered in our international operations; and ineffective management of, and control over, the Company’s growth and international operations, as well as other factors contained in our most recent Quarterly Report on Form 10-Q (copies of which may be accessed through the Securities and Exchange Commission’s website at http://www.sec.gov), including those found therein under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic and political conditions, governmental and public policy changes and the impact of natural disasters such as earthquakes and floods. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.

###

Red Hat and the Shadowman logo are trademarks or registered trademarks of Red Hat, Inc. or its subsidiaries in

the U.S. and other countries. Linux^® is the registered trademark of Linus Torvalds in the U.S. and other countries.

EX-99.2

Exhibit 99.2

GOVERNANCE UPDATE

INTRODUCING RED HAT’S NEW CHAIRMAN OF THE BOARD

August 2017

Red Hat, Inc. is pleased to introduce our new Chairman of the Board, Dr. Narendra Gupta. Dr. Gupta succeeds General H. Hugh Shelton, who retired as Chairman and a director earlier this month.   Dr. Gupta joined Red Hat’s Board in November 2005. He serves on our Compensation Committee. In the past, he has also served on our Audit and Nominating and Corporate Governance Committees.   Dr. Gupta has a broad range of technology company experience, serving, or having served, on the boards of a number of technology companies. He is a co-founder and Managing Director of Nexus Venture Partners,

a venture capital fund. Previously, Dr. Gupta co-founded Integrated Systems Inc., a provider of embedded software products, which went public in 1990. Dr. Gupta also serves on the board of trustees of the California Institute of Technology.

As part of our introduction, we would like to share Dr. Gupta’s thoughts on Red Hat and serving as Red Hat’s Board Chairman.

Q&A with Dr. Gupta

What is it about Red Hat that stands out to you the most?

This is an exciting time for Red Hat. Many customers turn to us for our leadership in open source, and our expertise when it comes to building hybrid clouds. Companies are dealing with real challenges brought on by digital transformation and the need for innovation. We believe Red Hat is uniquely positioned to provide the tools needed to meet those challenges. We’ve achieved impressive growth over the years since I first joined the Board, due in part to our expanded technology portfolio including cloud, Linux, middleware, storage, and virtualization technologies. It’s been exciting and rewarding to be a part of it, and I’m looking forward to continuing that success as we execute on our vision to bring the best of open source to the enterprise.

What drew you to serve as Red Hat’s Chairman of the Board?

Red Hat has a talented group of people serving on its Board, and I am proud to be included among them. Our Board enjoys a collegial environment among its colleagues that complements the unique culture of collaboration at Red Hat, a culture that is a source of competitive advantage in the IT industry. I’m looking forward to continuing the work with my colleagues to lead Red Hat to future success.

How does the Board approach director recruitment?

We focus on identifying candidates with a reputation for high ethical standards who can bring different experiences and qualifications to our Board. We regularly review our Board’s composition, striving to

maintain the right balance of skills, tenure and experience that best serves Red Hat and its stockholders. In evaluating candidates, the Board considers any specific needs identified in our annual board assessment, and seeks to identify candidates that can contribute to the overall diversity of thought and bring fresh perspectives within the Board. Over the past three years, we have added two new directors with global business experience and expertise in finance and IT roles. We plan to maintain this focus as we search for appropriate candidates to add to our Board.

OTHER GOVERNANCE MATTERS

Highlights of Red Hat’s corporate governance and executive compensation programs are included on the fact sheet attached to this email. The fact sheet can also be found on our Investor Relations page at https://investors.redhat.com/.

2

ABOUT RED HAT

Red Hat is the world’s leading provider of open source software solutions, using a community-powered approach to provide reliable and high-performing cloud, Linux, middleware, storage and virtualization technologies. Red Hat also offers award-winning support, training, and consulting services. As a connective hub in a global network of enterprises, partners, and open source communities, Red Hat helps create relevant, innovative technologies that liberate resources for growth and prepare customers for the future of IT. Learn more at http://www.redhat.com.

EX-99.3

Exhibit 99.3

6 7 4 7 7 6 Sr. Leadership Financial IT Industry Global business Public Company Board Technology and Innovation Director Competencies and Attributes 100 East Davie Street, Raleigh, North Carolina 27601 Corporate Governance August 2017 Our Board CONTINUAL FOCUS ON BOARD COMPOSITION Review of board composition Select candidates for re-election Effect annual election of directors Plan for any mandatory retirements at 75 Solicit and share individual feedback Confirmation of willingness to stand for re-election Annual evaluations of Board and committees Spring Summer Fall Winter Independent Board Chair Annual director elections under majority voting standard 7 1 Board Independence Independent Not Independent Diversity: 50% Stockholder Engagement Program We regularly engage with our stockholders through: Investor conferences One-on-one meetings Annual Analyst Day Red Hat site visits Periodic communication outreaches 0 1 2 3 <=55 56-62 63-70 70+ Average Age: 61 0 1 2 3 0-3 Yrs. 4-7 Yrs. 8-12 Yrs. 12+ Yrs. Median Tenure: 7.2 Yrs.

Executive Compensation Target Compensation for Fiscal 2018 ~90% of target compensation opportunities based on one or more corporate performance elements 78% of target compensation opportunities delivered in form of equity with a performance condition 97% lowest approval rate received for our say-on-pay vote in each of last five years Selected Compensation Governance Practices _ No new excise tax gross-ups - Board adopted policy prohibiting any new agreements that include excise tax gross up payment _ Stock ownership policy - Executives subject to stock ownership requirement expressed as multiple of base salary levels which are regularly reviewed _ Compensation clawback for misconduct - Executives subject to clawback policy that requires reimbursement of incentive compensation, if misconduct results in a material restatement of our financial results _ No automatic severance payments upon a change-in-control - “Double trigger” required to receive severance payments following a change-in-control _ No hedging - Insider trading policy prohibits hedging of Red Hat stock CEO Other Named Officers Our program focuses on overall Company performance and strategic execution 90% of target compensation opportunities (average) based on one or more corporate performance elements 78% of target compensation opportunities (average) delivered in form of equity with a performance condition 98% lowest approval rate received for our say-on-pay vote in each of last five years 27% 27% 26% 12% 8% TSR PSUs Base Salary Annual Cash Bonus RSAs 92% At Risk Operating PSUs 25% 25% 25% 12% 13% Annual Cash Bonus TSR PSUs Operating PSUs RSAs Base Salary 87% At Risk