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):
November 15, 2005 (November 8, 2005)
Red Hat, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-26281 06-1364380
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(Commission File Number) (IRS Employer Identification No.)
1801 Varsity Drive, Raleigh, North Carolina 27606
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(Address of Principal Executive Offices) (Zip Code)
(919) 754-3700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
Item 5.02 (d). Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On November 8, 2005, the Board of Directors of Red Hat, Inc. (the "Company")
elected Dr. Narendra Kumar Gupta to serve on the Company's Board of Directors
starting on November 16, 2005. In addition, the Board of Directors' Nominating
and Corporate Governance Committee has recommended to the Board of Directors
that Dr. Gupta be appointed to the Compensation Committee and the Nominating and
Corporate Governance Committee of the Company's Board of Directors. In
accordance with the Company's 2004 Director Compensation Plan, Dr. Gupta will be
eligible to receive cash payments and equity awards as compensation for his
services to the Company.
Dr. Gupta, age 57, has been director and Vice Chairman of Wind River Systems,
Inc. ("Wind River") since February 2000, positions to which he was named in
connection with Wind River's acquisition of Integrated Systems, Inc. Dr. Gupta
was a founder, Chairman of the Board and Chief Executive Officer of Integrated
Systems, Inc., which was established in 1980. Dr. Gupta also served as Interim
President and Chief Executive Officer of Wind River from June 2003 to January
2004. He currently serves as a director of TIBCO Software Inc. and is on the
Board of Directors of several privately-held companies and non-profit
organizations. Dr. Gupta holds a B.Tech in engineering from the India Institute
of Technology, an M.S. in engineering from the California Institute of
Technology and a Ph.D. in engineering from Stanford University.
A copy of the press release announcing Dr. Gupta's appointment to the Board of
Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release, dated November 15, 2005
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: November 15, 2005 RED HAT, INC.
By: /s/ DeLisa K. Alexander
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Name: DeLisa K. Alexander
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated November 15, 2005