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): December 5, 2012
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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.) | ||
1001 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(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:
q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) Election of John P. Cavoores to the Board of Directors.
On December 5, 2012, Guidewire Software, Inc. (the “Company”) increased the size of its Board of Directors (the "Board") from eight to nine members and appointed John P. Cavoores as a Class III director of the Company. For his services as a director of the Company, Mr. Cavoores will be compensated consistent with the Company’s current non-employee director compensation policy. Mr. Cavoores has not yet been appointed to any committees of the Board, however, the Board is accessing the appointment of Mr. Cavoores to a committee of the Board.
The Company also entered into a standard form of indemnification agreement with Mr. Cavoores (the “Indemnification Agreement”). The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Cavoores, under the circumstances and to the extent provided therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law, the Company's certificate of incorporation and the Company's bylaws.
The Company's standard form of indemnification agreement was previously filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1/A (No. 333-176667), as filed on October 28, 2011, and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Cavoores and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Cavoores and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Cavoores and the Company.
Mr. Cavoores serves on the Board of Directors of Aspen Insurance Holdings Limited. Aspen Insurance US Services, Inc., a subsidiary of Aspen Insurance Holdings Limited, is a customer of the Company under agreements that require Aspen Insurance US Services, Inc. to pay us $1,174,909 for each of 2013 and 2014 and $900,000 for 2015.
On December 7, 2012, the Company issued a press release regarding the appointment of Mr. Cavoores. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibits | |
10.1 | Form of Indemnification Agreement, previously filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1/A (No. 333-176667), as filed on October 28, 2011, and incorporated herein by reference | |
99.1 | Press release dated December 7, 2012, titled "John P. Cavoores Named to Guidewire Software Board of Directors" | |
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.
Date: December 7, 2012
GUIDEWIRE SOFTWARE, INC. | |
By: | /s/ Marcus Ryu |
Marcus Ryu | |
Chief Executive Officer | |
EXHIBIT INDEX
Exhibit No. | Description of Exhibits | |
10.1 | Form of Indemnification Agreement, previously filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1/A (No. 333-176667), as filed on October 28, 2011, and incorporated herein by reference | |
99.1 | Press release dated December 7, 2012, titled "John P. Cavoores Named to Guidewire Software Board of Directors" | |
Exhibit 99.1
John P. Cavoores Named to Guidewire Software Board of Directors
FOSTER CITY, Calif., December 7, 2012 – Guidewire Software, Inc. (NYSE: GWRE) a provider of flexible core system software to Property/Casualty (general) insurers, today announced that John P. Cavoores has been elected as a Director to Guidewire Software's Board.
“We are pleased to welcome John Cavoores to our Board of Directors,” said Marcus Ryu, chief executive officer, Guidewire Software. “He brings decades of experience as an executive, CEO, and Board member of leading P&C insurers. I believe his counsel will deepen our understanding and service to the P&C industry, to the lasting benefit of our customers.”
A former Co-CEO of Aspen Insurance with executive oversight for the Company's U.S. insurance platform as well as for a number of UK-based divisions, John Cavoores brings extensive insurance industry expertise to Guidewire's board. Past positions include that of President and Chief Executive Officer of OneBeacon Insurance Company, a subsidiary of the White Mountains Insurance Group, President and Chief Operating Officer of National Union Insurance Company, a subsidiary of AIG, Inc., and 19 years at Chubb Insurance Group, where he served as Chief Underwriting Officer and Executive Vice President of Chubb and Son as well as Managing Director of overseas operations, based in London. John also serves as senior insurance advisor to a number of private equity firms and is based in New York.
About Guidewire Software
Guidewire Software is a provider of core system software to the global Property/Casualty (general) insurance industry. Designed to be flexible and scalable, Guidewire solutions give insurers the capability to deliver excellent service, increase market share and lower operating costs. Guidewire InsuranceSuite™, consisting of Guidewire PolicyCenter®, Guidewire ClaimCenter® and Guidewire BillingCenter® spans the key functional areas in insurance - underwriting and policy administration, claims management, and billing. Guidewire is headquartered in Foster City, California, with offices in Beijing, Dublin, Hong Kong, London, Munich, Paris, Sydney, Tokyo, Toronto and Warsaw. For more information, please visit www.guidewire.com.
Contact:
Diana Stott
Public Relations Manager
Guidewire Software, Inc.
+1 650 356 4941
dstott@guidewire.com
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NOTE: Guidewire, Guidewire Software, Guidewire ClaimCenter, Guidewire PolicyCenter, Guidewire BillingCenter, Guidewire InsuranceSuite, Guidewire Live, Guidewire PartnerConnect, Deliver Insurance Your Way, and the Guidewire logo are trademarks or registered trademarks of Guidewire Software, Inc.