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RHT > SEC Filings for RHT > Form 8-K on 7-Aug-2014All Recent SEC Filings

Show all filings for RED HAT INC

Form 8-K for RED HAT INC


7-Aug-2014

Submission of Matters to a Vote of Security Holders


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

On August 7, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). Of the 188,556,010 shares of common stock outstanding as of June 13, 2014, the record date, 168,931,094 shares were represented at the Annual Meeting (in person or by proxy), constituting 89.59% of the outstanding shares entitled to vote.

At the Annual Meeting, stockholders of the Company (1) elected Sohaib Abbasi, Narendra K. Gupta, William S. Kaiser and James M. Whitehurst as directors of the Company, each to serve for a one-year term, (2) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2015, and (3) approved a non-binding advisory resolution relating to the Company's executive compensation.

The final voting results are set forth below.

1. The election of four members to the Board, each to serve for a one-year term:

   Nominee                    For            Against        Abstain       Broker Non-Votes
   Sohaib Abbasi           156,840,740        1,532,290       96,434             10,461,630
   Narendra K. Gupta       139,798,065       18,576,331       95,068             10,461,630
   William S. Kaiser       155,978,762        2,396,422       94,280             10,461,630
   James M. Whitehurst     156,615,816        1,765,397       88,251             10,461,630

2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2015:

For Against Abstain Broker Non-Votes 166,913,632 1,639,054 378,408 0

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 2014 Annual Meeting of Stockholders, is hereby APPROVED.

For Against Abstain Broker Non-Votes 155,064,843 3,136,858 267,763 10,461,630


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