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): August 9, 2012

RED HAT, INC.

(Exact name of registrant as specified in its charter)

1801 Varsity Drive, Raleigh, North Carolina 27606

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code (919) 754-3700

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):

(e) Amended and Restated 2004 Long-Term Incentive Plan

On August 9, 2011, the stockholders of Red Hat, Inc. (the “Company”) approved an amendment and restatement of the Company’s 2004 Long-Term Incentive Plan (the “Amended Plan”).

The following paragraphs provide a summary of the purpose and key provisions of the Amended Plan. The following summary is not a complete description of all the provisions of the Amended Plan and is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which was previously filed as Appendix A to the Company’s proxy statement dated June 25, 2012.

Purpose

The Amended Plan allows the Company to provide directors, employees, consultants and advisors who are selected to receive awards under the Amended Plan the opportunity to acquire an equity interest in the Company. Red Hat’s Board of Directors (the “Board”) believes that equity incentives are a significant factor in attracting, retaining and motivating eligible persons whose present and potential contributions are important to the Company’s long-term success.

Key Provisions

The following is a summary of the key provisions of the Amended Plan:

Plan Termination Date:   August 7, 2022

Eligible Participants:       Directors, employees, consultants and advisors of the Company or an affiliate of the Company

Shares Authorized:

Award Types:

Award Limits Per Person Per Fiscal Year:

Vesting: Determined by the Compensation Committee in its discretion. Currently, stock options are granted with a four-year vesting schedule with awards vesting 25% after one year and quarterly thereafter. RSAs and RSUs are granted with a four year vesting schedule with awards vesting 25% annually

Repricing of stock options or SARs: Not permitted

Plan Benefits: As of February 29, 2012 over 4,500 persons would have been eligible to receive awards under the Amended Plan, including the Company’s executive officers and non-employee directors. Other than grants of awards to independent directors pursuant to our 2010 Non-Employee Director Compensation Plan or successor director compensation plans, the granting of future awards under the Amended Plan is discretionary, and the Company cannot now determine the number or type of awards to be granted in the future to any particular person or group.

On August 9, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 192,898,144 shares of common stock outstanding as of June 15, 2012, the record date, 175,788,230 shares were represented at the Annual Meeting (in person or by proxy), constituting 91.13% of the outstanding shares entitled to vote.

At the Annual Meeting, stockholders of the Company (1) elected Marye Anne Fox and Donald H. Livingstone as directors of the Company, each to serve for a three-year term as a Class I director, (2) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2013, (3) approved a non-binding advisory resolution relating to the Company’s executive compensation, (4) approved an amendment and restatement of the Company’s 2004 Long-Term Incentive Plan and (5) approved a stockholder proposal relating to declassification of the Company’s Board of Directors.

The final voting results are set forth below.

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 2012 Annual Meeting of Stockholders, is hereby APPROVED.

PROPOSAL TO REPEAL CLASSIFIED BOARD

RESOLVED, that shareholders of Red Hat, Inc. urge the Board of Directors to take all necessary steps (other than any steps that must be taken by shareholders) to eliminate the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2013 be elected on an annual basis. Implementation of this proposal should not prevent any director elected prior to the annual meeting held in 2013 from completing the term for which such director was elected.

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.