RED HAT, INC. (NYSE:RHT) Files An 8-K Submission of Matters to a Vote of Security Holders

RED HAT, INC. (NYSE:RHT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

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On August10, 2017, Red Hat, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 177,520,416 shares of common stock outstanding as of June15, 2017, the record date, 160,216,280 shares were represented at the Annual Meeting (in person or by proxy), constituting 90.25% of the outstanding shares entitled to vote.

At the Annual Meeting, stockholders of the Company (1)elected Sohaib Abbasi, W. Steve Albrecht, Charlene T. Begley, Narendra K. Gupta, Kimberly L. Hammonds, William S. Kaiser, Donald H. Livingstone and James M. Whitehurst as directors of the Company, each to serve for a one-year term expiring at the 2018 Annual Meeting of Stockholders, (2)approved a non-binding advisory resolution relating to the Company’s executive compensation, (3)participated in a non-binding advisory vote on the frequency of future advisory votes on executive compensation,and (4)ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February28, 2018.

The final voting results are set forth below.

1. The election of eight members to the Board, each to serve for a one-year term expiring at the 2018 Annual Meeting of Stockholders:

Nominee

For

Against

Abstain

BrokerNon-Votes

Sohaib Abbasi

148,044,612 62,287 1,386,640 10,722,741

W. Steve Albrecht

147,464,820 640,257 1,388,462 10,722,741

Charlene T. Begley

147,709,671 400,572 1,383,296 10,722,741

Narendra K. Gupta

147,333,629 771,066 1,388,844 10,722,741

KimberlyL.Hammonds

148,061,800 48,395 1,383,344 10,722,741

William S. Kaiser

146,252,188 1,851,407 1,389,944 10,722,741

DonaldH.Livingstone

147,637,644 467,162 1,388,733 10,722,741

James M. Whitehurst

144,482,572 3,628,899 1,382,068 10,722,741
2. 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 2017 Annual Meeting of Stockholders, is hereby APPROVED.

For

Against

Abstain

BrokerNon-Votes

146,344,187

1,604,779 1,544,573 10,722,741
3. Non-binding advisory vote on the frequency of future advisory votes on executive compensation:

1 Year

2 Years

3 Years

Abstain

BrokerNon-Votes

137,197,056

418,201 10,456,419 1,421,863 10,722,741
4. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February28, 2018:

For

Against

Abstain

155,397,460

3,402,235 1,416,585

In connection with the stockholder vote on Proposal No.3, the Company determined that it will hold an advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement every year, until such time as the next advisory vote is submitted to the stockholders of the Company with regard to the frequency of future advisory votes on the compensation of the Company’s named executive officers, or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.

On August10, 2017, the Board of Directors determined that, effective immediately, the number of directors would be fixed at eight.


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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