UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 19, 2023, 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 2023 definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 2, 2023, as supplemented on December 1, 2023 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders of 77,508,094 shares of the Company’s common stock, representing a majority of the Company’s issued and outstanding shares as of October 23, 2023, 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 2024 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 | |||||
| Marcus S. Ryu |
72,943,332 | 942,171 | 10,886 | 3,611,705 | ||||
| Paul Lavin |
71,103,775 | 2,765,588 | 27,026 | 3,611,705 | ||||
| Mike Rosenbaum |
73,613,547 | 260,981 | 21,861 | 3,611,705 | ||||
| David S. Bauer |
72,827,735 | 1,038,170 | 30,484 | 3,611,705 | ||||
| Margaret Dillon |
70,874,630 | 2,994,033 | 27,726 | 3,611,705 | ||||
| Michael C. Keller |
72,485,380 | 1,380,166 | 30,843 | 3,611,705 | ||||
| Catherine P. Lego |
71,227,326 | 2,639,490 | 29,573 | 3,611,705 | ||||
| Rajani Ramanathan |
72,588,582 | 1,277,016 | 30,791 | 3,611,705 |
| 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, 2024. The results of such vote were:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 76,239,641 | 1,219,699 | 48,754 | 0 |
| 3. | Advisory Vote on Compensation of the Company’s Named Executive Officers |
The stockholders approved, on an advisory non-binding 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 | |||
| 72,645,071 | 1,226,014 | 25,304 | 3,611,705 |
| 4. | Approval of the Amendment and Restatement of the Guidewire Software, Inc. 2020 Stock Plan to Increase the Total Number of Shares of Common Stock Available for Issuance Under the Stock Plan by 3,800,000 |
The stockholders approved the amendment and restatement of the Guidewire Software, Inc. 2020 Stock Plan to increase the total number of shares of common stock available for issuance under the stock plan by 3,800,000. The results of such vote were:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 70,314,431 | 3,556,524 | 25,434 | 3,611,705 |
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. | ||||||
| Date: December 21, 2023 | ||||||
| By: | /s/ Winston King | |||||
| Winston King | ||||||
| Chief Administrative Officer, General Counsel and Secretary | ||||||