UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 1, 2004
Red Hat, Inc.
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-26281 06-1364380
---------------------------------------- -------------- -------------------
(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
1801 Varsity Drive, Raleigh, North Carolina 27606
---------------------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (919) 754-3700
-------------------------------------------------------------------------------
(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 1.01 Entry into a Material Definitive Agreement
On November 1, 2004, the Board of Directors of Red Hat, Inc. (the
"Company") approved the performance objectives for the Company that will be used
to determine the amount of the cash bonus awards that may be paid to the
Company's executive's for fiscal year ended February 28, 2005 under its
Executive Variable Compensation Plan. The performance objectives for fiscal 2005
are a specified dollar amount of cash flows from operations and a specified
dollar amount of net revenues for the fiscal year (the "Targets"). Bonus award
amounts will be calculated for each participant as a percentage of such
participant's target cash bonus award, such percentage to be based on the actual
cash flows from operations and the actual net revenues achieved as compared to
the Targets.
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.
RED HAT, INC.
Date: November 2, 2004 By: /s/ Michael R. Cunningham
-------------------------
Michael R. Cunningham