On July 9, 2019, International Business Machines Corporation (IBM) completed the acquisition of Red Hat, Inc. (Red Hat or the company) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of October 28, 2018 (the Merger Agreement"), by and among IBM, Red Hat and Socrates Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of IBM (Merger Sub). Pursuant to the Merger Agreement, Merger Sub merged with and into Red Hat (the Merger), with Red Hat surviving the Merger and becoming a wholly owned subsidiary of IBM. In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, each of Sohaib Abbasi, W. Steve Albrecht, Charlene T. Begley, Narendra K. Gupta, Kimberly L. Hammonds, William S. Kaiser, Kevin M. Murai, James M. Whitehurst and Alfred W. Zollar resigned from the board of directors of Red Hat.

At the Effective Time, the company's Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were amended and restated in their entirety to be the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time.