Red Hat 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 23, 2012
Red Hat, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Registrants Telephone Number, Including Area Code)
(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):
(e) On May 23, 2012, the Compensation Committee of the Board of Directors (the Committee) of Red Hat, Inc. (the Company):
Executive Base Salaries
The annual base salaries for the Executive Officers approved by the Committee are set forth on Exhibit 99.1 to this Current Report on Form 8-K (this Form 8-K).
FY2013 Target Award Amounts under the EVCP
The target award amounts under the EVCP for FY2013 for the Executive Officers, approved by the Committee, are set forth on Exhibit 99.1 to this Form 8-K. For a discussion of the EVCP, see the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on May 16, 2007 (the May 2007 Form 8-K).
FY2013 Performance Objectives under the EVCP
As approved by the Committee, the financial performance objectives for FY2013 under the EVCP are (a) a specified dollar amount of total revenues, (b) a specified dollar amount of cash flow from operations plus excess tax benefits from share-based payment arrangements and (c) a specified percentage of operating margin, excluding the impact of expense related to share-based payment arrangements and the amortization of intangible assets. The cash flow from operations and operating margin performance objectives are considered non-GAAP financial measures.
The total revenue and operating margin performance objectives are based on a Euro/U.S. dollar exchange rate of 1.00 Euros: U.S.$1.31 and a yen/ U.S. dollar exchange rate of 82 yen:U.S.$1.00, and these objectives are subject to adjustment if actual exchange rates for these currencies differ from these assumed rates by 5% or more. Additionally, the following items shall be excluded in determining whether any financial performance objective has been satisfied for FY2013: the impact of acquisitions and divestitures approved by the Board of Directors, goodwill write-offs, restructuring charges, litigation and insurance settlement charges, the impact of discontinued operations and the cumulative effect of changes in tax laws or accounting procedures. The Committee has reserved the right to exercise negative discretion to limit or forego any of these exclusions and may adjust any financial performance objective for FY2013 in its discretion as permitted by Section VIII of the EVCP. For a discussion of the EVCP, see the May 2007 Form 8-K.
The Committee determined that 75% of a participants target award amount will be based upon the financial performance objectives discussed above, and 25% of a participants target award amount will be based on individual performance objectives or the achievement of individual goals, which may be objectively or subjectively determined (the Individual Objectives). Individual Objectives relate to strategy development, planning and/or implementation, corporate initiatives, succession planning, retention of key employees, executive development and operational improvements. The Committee determined that each of the financial performance
objectives discussed above will be weighted equally in calculating the financial component of the award, and, with respect to each financial metric and the Individual Objectives metric, payments range from 0 50% per metric. The target award amounts approved by the Committee for the Executive Officers are set forth on Exhibit 99.1 of this Form 8-K.
Operating Performance PSUs
The Committee approved the performance objectives to be used with, and authorized the grant of, Operating Performance PSUs to each Executive Officer in FY2013. Operating Performance PSUs represent the right to receive in the future shares of the Companys common stock, or at the Companys election, the value of such shares, according to a formula specified in the form of Operating Performance PSU agreement (the Operating Performance PSU Agreement) filed as Exhibit 99.2 to the Companys Current Report on Form 8-K filed with the SEC on May 27, 2011 (the May 2011 Form 8-K), subject to the terms and conditions of the Operating Performance PSU Agreement. The summary of the terms of the Operating Performance PSU Agreement in the May 2011 Form 8-K is incorporated by reference herein.
Share Price PSUs
The Committee approved the performance objective to be used with, and authorized the grant of, Share Price PSUs to each Executive Officer in FY2013. Share Price PSUs represent the right to receive in the future shares of the Companys common stock, or at the Companys election, the value of such shares, according to a formula specified in, and subject to the terms and conditions of, the form of Share Price PSU agreement (the Share Price PSU Agreement) filed as Exhibit 99.3 to the May 2011 Form 8-K. The summary of the terms of the Share Price PSU Agreement in the May 2011 Form 8-K is incorporated by reference herein.
The Peer Group approved by the Committee to be used to measure performance for the Operating Performance PSUs and the Share Price PSUs to be granted to Executive Officers in FY2013 is set forth on Exhibit 99.2 to this Form 8-K.
The Committee approved a specified dollar amount of revenues as the performance objective for awards of performance RSAs to Executive Officers in FY2013 (the RSA Performance Goal). If the Company fails to achieve the RSA Performance Goal for FY2013, then all shares of restricted stock subject to the award are forfeited. If the Company achieves the Performance Goal for FY2013, 25% of the restricted stock vests on July 16, 2013, and the remainder vests ratably on a quarterly basis over the course of the subsequent threeyear period, provided that the executives Business Relationship with Red Hat has not ceased. Capitalized terms not defined in this summary are defined in the form of RSA award agreement filed as Exhibit 99.4 to the Companys Current Report on Form 8-K filed with the SEC on May 25, 2010 (the May 2010 Form 8-K). The summary of the terms in the May 2010 Form 8-K is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
See Exhibit Index attached hereto.
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.