FALSE000152839600015283962021-06-082021-06-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2021

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Guidewire Software, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

001-35394

36-4468504

(State or other jurisdiction of incorporation)

(Commission File Number)

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

2850 S. Delaware St., Suite 400

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(650) 357-9100

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

On June 8, 2021, the Board of Directors (the “Board”) of Guidewire Software, Inc. (the “Company”) appointed Rajani Ramanathan as a director of the Board, effective immediately. Ms. Ramanathan's initial term will run through the Company's 2021 annual meeting of stockholders, subject to her being re-elected at that meeting. Ms. Ramanathan was also appointed to serve on the Board’s Compensation Committee and Risk Committee, effective June 9, 2021.

From June 2000 to March 2014, Ms. Ramanathan served in a variety of leadership roles at Salesforce, a cloud software company, including as its Chief Operating Officer and Executive Vice President – Technology and Products. Since June 2014, Ms. Ramanathan has served as a member of the board of directors of ESI Group, a French publicly traded company providing virtual prototyping software solutions and services and chairs their Technology and Marketing committee.

There are no arrangements or understandings between Ms. Ramanathan and any other person pursuant to which she was appointed as a director of the Company. Ms. Ramanathan has no family relationship with any director or executive officer of the Company. Ms. Ramanathan is not a party to and has no direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a party for which disclosure would be required under Item 404(a) of Regulation S-K.

Ms. Ramanathan will be provided with the Company’s standard non-employee director compensation and director indemnification agreement.

On June 10, 2021, the Company issued a press release announcing the appointment of Ms. Ramanathan as a director. A copy of this press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01    Exhibits.

(d) Exhibits.

Exhibit No.						Description of Exhibits
99.1						Press release issued by Guidewire Software, Inc. on June 10, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

GUIDEWIRE SOFTWARE, INC.
By:			/s/ JEFF COOPER
			Jeff Cooper
			Chief Financial Officer

Date: June 10, 2021