Form 8-K RED HAT INC For: Sep 20

 

 

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): September 20, 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))

 

 

 

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Item 8.01

Other Events

On September 20, 2016, the Board of Directors (the “Board”) of Red Hat, Inc. (the “Company”) approved an amended and restated Stock Ownership Policy for the Company’s Chief Executive Officer, executive vice presidents and senior vice presidents who report directly to its Chief Executive Officer, and non-employee members of the Board. The amended and restated policy is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

See Exhibit Index attached hereto.

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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: September 26, 2016						RED HAT, INC.
						By:		/s/ R. Brandon Asbill
						Name:		R. Brandon Asbill
						Title:		Assistant Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Red Hat, Inc. Stock Ownership Policy for Directors and Senior Executives, amended and restated as of September 20, 2016

Exhibit 99.1

Red Hat, Inc.

Stock Ownership Policy for Directors and Senior Executives

Amended and Restated as of September 20, 2016

Each non-employee director, the CEO and each executive vice president and senior vice president who reports directly to the CEO (each, a “covered individual”) is required during the term of his or her service with Red Hat to either hold the applicable number of shares of Red Hat common stock set forth under the Stock Ownership Guidelines or comply with the Retention Requirement set forth below. This policy applies to shares of Red Hat common stock acquired under any Red Hat equity compensation plan. This stock ownership policy is administered and interpreted by the Compensation Committee of Red Hat’s Board of Directors.

Stock Ownership Guidelines

Ownership levels were established based on a multiple of the average annual base salary for the office held, in the case of executives, and a multiple of the annual cash retainer in the case of directors.

 

Status		Ownership Guideline
Non-employee director		4,000
CEO		81,000
EVP		15,000
SVP		9,000

Retention Requirement

Unless the applicable guideline is satisfied, a covered individual is required to retain an amount equal to 50% of the net shares of Red Hat common stock realized from any equity awarded after March 1, 2010. “Net shares” are those shares that remain after shares are sold or netted to pay withholding taxes and the exercise price of stock options, if applicable.

Counting Shares Owned

All shares of Red Hat common stock owned by a covered individual, or held in trust for the economic benefit of a covered individual or an immediate family member of a covered individual, whether acquired through open market purchase, vesting of restricted stock or performance share units, or stock option exercise, all vested deferred stock units and 50% of unvested restricted stock awards and unvested deferred stock units shall count towards satisfaction of the applicable guideline.

Exceptions

Relief from this policy may be granted in special circumstances, including without limitation financial hardship, compliance with a court order, educational expenses, and estate planning, at the sole discretion of Red Hat’s Compensation Committee, following a written request by a covered individual.

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Periodic Guideline Review

Every two years, or as it shall otherwise determine, the Compensation Committee shall review and adjust ownership guideline levels in order to maintain levels at or near the target multiples it has established. For non-employee-directors, the share target shall be based on the annual cash retainer, and for the covered employee-executives, the share target shall be based on the individual’s annual base salary. The target multiples as of September 20, 2016 are:

 

Status		Target Multiple
Non-employee director		5x
CEO		6x
EVP		2x
SVP		1.5x

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