Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 10, 2009



Red Hat, Inc.

(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


001-33162   06-1364380
(Commission File Number)   (IRS Employer Identification No.)
1801 Varsity Drive, Raleigh, North Carolina   27606
(Address of Principal Executive Offices)   (Zip Code)

(919) 754-3700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


(b) On February 10, 2009, W. Steve Albrecht notified Red Hat, Inc. (the “Company”) that he is resigning from his current position as a member of the Company’s Board of Directors (the “Board”), effective June 30, 2009. Dr. Albrecht chairs the Board’s Audit Committee and is a member of the Board’s Compensation Committee.

Dr. Albrecht’s decision to resign is solely for personal reasons and is not due to any disagreement with the Company. Dr. Albrecht is a member of the Church of Jesus Christ of Latter-day Saints, and Dr. Albrecht and his wife have accepted an invitation to serve on a three-year voluntary mission for the church in Japan. Because of the distance from the Company and the duration of the assignment, Dr. Albrecht determined that it was appropriate to resign from the Board. A press release announcing his resignation was released on February 13, 2009 and is attached to this Current Report on Form 8-K as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits


  (d) Exhibits


  99.1 Press Release dated February 13, 2009.


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: February 13, 2009   RED HAT, INC.

/s/ Charles E. Peters, Jr.

  Name:   Charles E. Peters, Jr.
  Title:   Chief Financial Officer



Exhibit No.



99.1   Press Release dated February 13, 2009