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RHT > SEC Filings for RHT > Form 8-K on 13-Aug-2013All Recent SEC Filings

Show all filings for RED HAT INC

Form 8-K for RED HAT INC


13-Aug-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matter


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 8, 2013, the stockholders of Red Hat, Inc. (the "Company") approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended (the "Charter"), and an amendment and restatement of the Company's Amended and Restated By-Laws (the "By-Laws") to phase out the classified structure of the Company's Board of Directors (the "Board") and provide for the annual election of directors. The amendment to the Charter and the amendment and restatement of the By-Laws became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on August 13, 2013. A copy of the Certificate of Amendment and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

On August 8, 2013, the Board approved the Fourth Amended and Restated Certificate of Incorporation (the "Restated Charter") that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment). The Restated Charter was effective upon filing with the Secretary of State of the State of Delaware on August 13, 2013. A copy of the Restated Charter is filed as Exhibit 3.3 to this Current Report on Form 8-K.



Item 5.07. Submission of Matters to a Vote of Security Holders

On August 8, 2013, the Company held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). Of the 189,294,180 shares of common stock outstanding as of June 14, 2013, the record date, 169,299,428 shares were represented at the Annual Meeting (in person or by proxy), constituting 89.44% of the outstanding shares entitled to vote.

At the Annual Meeting, stockholders of the Company (1) elected W. Steve Albrecht, Jeffrey J. Clarke and General H. Hugh Shelton (U.S. Army Retired) as directors of the Company, each to serve for a three-year term as a Class II director, (2) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2014, (3) approved a non-binding advisory resolution relating to the Company's executive compensation, (4) approved an amendment to the Charter to phase out the Company's classified Board and (5) approved an amendment and restatement of the By-Laws to phase out the Company's classified Board.

The final voting results are set forth below.

1. The election of three members to the Board, each to serve for a three-year term as a Class II director:

Nominee                                            For            Against        Abstain       Broker Non-Votes
W. Steve Albrecht                               158,867,839       1,328,912       118,846              8,983,831
Jeffrey J. Clarke                               158,793,210       1,404,519       117,868              8,983,831
General H. Hugh Shelton (U.S. Army Retired)     158,783,072       1,421,259       111,266              8,983,831

2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2014:

For Against Abstain Broker Non-Votes 167,418,364 1,564,898 316,166 -

3. Approval, on an advisory basis, of the following non-binding resolution relating to the Company's executive compensation:

RESOLVED, that the compensation paid to the Company's Named Officers, as disclosed in the Compensation Discussion and Analysis section, compensation tables and narrative discussion of the Proxy Statement for the 2013 Annual Meeting of Stockholders, is hereby APPROVED.

For Against Abstain Broker Non-Votes 157,536,704 2,568,301 210,293 8,984,130

4. Approval of an amendment to the Charter to phase out the Company's classified Board:

For Against Abstain Broker Non-Votes 159,970,305 88,539 256,454 8,984,130

5. Approval of an amendment and restatement of the By-Laws to phase out the Company's classified Board:

For Against Abstain Broker Non-Votes 159,967,104 91,179 257,015 8,984,130



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Red Hat, Inc.

3.2 Amended and Restated By-Laws of Red Hat, Inc.

3.3 Fourth Amended and Restated Certificate of Incorporation of Red Hat, Inc.


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