Red Hat, Inc. (NYSE:RHT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

(d) On April18, 2017, the Board of Directors (the Board) of Red
Hat, Inc. (the Company) appointed Eric R. Shander, 48, to serve
as the Companys executive vice president and chief financial
officer, effective immediately. Mr.Shander had been serving as
the Companys acting chief financial officer. He has served as
principal financial officer since January20, 2017 and as the
Companys principal accounting officer since March24, 2016.

Mr.Shander joined the Company in November 2015 as the Companys
Vice President, Finance and Accounting. Prior to joining the
Company, Mr.Shander spent over 25 years in a variety of business,
accounting and financial roles. At International Business
Machines Corporation (NYSE: IBM), a provider of integrated
solutions and products that leverage data, information
technology, deep expertise in industries and business processes,
Mr.Shander served as VP/Global Services Automation
Competitiveness from January 2015 until November 2015,
VP/Americas Strategic IT Outsourcing Delivery from May2011 until
December 2014 and VP/Global Finance Accounting Solutions Delivery
from September 2008 until April 2011.

(e) In connection with Mr.Shanders appointment, the Compensation
Committee of the Board approved an annual base salary of $450,000
for him, effective as of April18, 2017. No other changes were
made to Mr.Shanders current compensation arrangements described
in the Form 8-K filed on January24, 2017, which is incorporated
herein by reference.

Mr.Shander has entered into the Companys standard form of
indemnification agreement for executive officers and directors.
This agreement provides that the Company will, to the fullest
extent permitted by law, and subject to certain limitations and
exceptions, indemnify him against expenses, judgments, fines,
penalties and amounts paid in settlement that may be incurred in
connection with the defense or settlement of threatened, pending
or completed proceedings to which he becomes subject in
connection with his service as an officer of the Company or in
connection with other services performed by him at the request of
the Company. The summary of the terms of the indemnification
agreement in the Current Report on Form 8-K filed with the SEC on
February28, 2007, which is incorporated herein by reference and
is qualified in its entirety by the provisions of the form of
Indemnification Agreement filed as Exhibit 10.10 to our Form 10-K
filed on April 25, 2012.

(d) Exhibits

See Exhibit Index attached hereto.

About Red Hat, Inc. (NYSE:RHT)

Red Hat, Inc. (Red Hat) provides open source software solutions, using a community-powered approach to develop and offer operating system, virtualization, management, middleware, cloud, mobile and storage technologies. Red Hat operates through three geographical segments: the Americas, including the United States, Canada and Latin America; EMEA, including Europe, Middle East and Africa, and Asia Pacific. Its products and services include infrastructure-related offerings, application development-related and other technology offerings, and consulting, support and training services. Its infrastructure-related offerings include Red Hat Enterprise Linux, Red Hat Satellite and Red Hat Enterprise Virtualization. Its application development-related and other technology offerings include Red Hat JBoss Middleware, Red Hat cloud offerings, Red Hat Mobile and Red Hat Storage. Its consulting services include upgrade planning, platform migrations, solution integration and application development.

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