Form 8-K - Current report

FALSE000152839600015283962024-12-172024-12-17

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): December 17, 2024

_______________________________________________________________

Guidewire Software, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________

Delaware

001-35394

36-4468504

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

970 Park Pl, Suite 200

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

[phone]

(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:

☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value			GWRE			New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07     Submission of Matters to a Vote of Security Holders.

On December 17, 2024, Guidewire Software, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in detail in the Company’s 2024 definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 1, 2024 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders of 77,798,798 shares of the Company’s common stock, representing a majority of the Company’s issued and outstanding shares as of October 21, 2024, the record date for the Annual Meeting, and constituting a quorum under the Company’s amended and restated bylaws. The following proposals were voted upon, and the final results with respect to each such proposal are set forth below:

			1.			Election of Directors

The stockholders elected the eight persons named below as directors of the Company, each to serve for a one-year term expiring at the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were:

						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Michael C. Keller						73,156,061						694,297						20,015						3,928,425
Mike Rosenbaum						73,752,743						99,135						18,495						3,928,425
Mark V. Anquillare						73,439,169						410,549						20,655						3,928,425
David S. Bauer						73,256,923						592,762						20,688						3,928,425
Margaret Dillon						70,196,007						3,654,212						20,154						3,928,425
Paul Lavin						63,963,475						9,886,214						20,684						3,928,425
Catherine P. Lego						68,583,932						5,266,299						20,142						3,928,425
Rajani Ramanathan						73,262,288						586,935						21,150						3,928,425

			2.			Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025. The results of such vote were:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
77,268,311						510,248						20,239						0

			3.			Advisory Vote on Compensation of the Company’s Named Executive Officers

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The results of such vote were:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
72,505,553						1,295,518						69,302						3,928,425

			4.			Approval of the Guidewire Software, Inc. 2024 Employee Stock Purchase Plan

The stockholders approved the Guidewire Software, Inc. 2024 Employee Stock Purchase Plan. The results of such vote were:

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FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
73,461,342						368,634						40,397						3,928,425

No other items were presented for stockholder approval at the Annual Meeting.

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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.

Date:			December 18, 2024			GUIDEWIRE SOFTWARE, INC.
						By:			/s/ WINSTON KING
									Winston King
									Chief Administrative Officer, General Counsel and Secretary

Cover Page	Dec. 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 17, 2024
Entity Registrant Name	Guidewire Software, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35394
Entity Tax Identification Number	36-4468504
Entity Address, Address Line One	970 Park Pl, Suite 200
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	650
Local Phone Number	357-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	GWRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001528396

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