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): June 17, 2015
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.) |
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:
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) | Election of Peter Gassner to the Board of Directors. |
On June 17, 2015, Guidewire Software, Inc. (the “Company”) appointed Peter Gassner as a Class I director of the Board of Directors of the Company (the “Board”). For his services as a director of the Company, Mr. Gassner will be compensated consistent with the Company’s current non-employee director compensation policy. Mr. Gassner has been appointed to the Nominating and Corporate Governance Committee of the Board.
The Company will also enter into a standard form of indemnification agreement with Mr. Gassner (the “Indemnification Agreement”). The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Gassner, 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. Gassner and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Gassner 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. Gassner and the Company.
On June 18, 2015, the Company issued a press release regarding the appointment of Mr. Gassner. A copy of the press release is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
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 June 18, 2015, titled “Peter Gassner 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: June 19, 2015
| GUIDEWIRE SOFTWARE, INC. | ||
| By: | /s/ Richard Hart | |
| Richard Hart | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit |
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 June 18, 2015, titled “Peter Gassner Named to Guidewire Software Board of Directors” | |
Exhibit 99.1
PETER GASSNER NAMED TO GUIDEWIRE SOFTWARE BOARD OF DIRECTORS
FOSTER CITY, Calif., June 18, 2015 – Guidewire Software, Inc. (NYSE: GWRE) a provider of software products to Property/Casualty insurers, today announced that Peter Gassner has been elected as a member of Guidewire Software’s Board of Directors.
“We are pleased to welcome Peter Gassner to our Board of Directors,” said Marcus Ryu, chief executive officer, Guidewire Software. “As an enterprise software veteran and industry cloud pioneer having founded one of the most successful vertically-focused SaaS software companies, Peter is uniquely qualified to advise Guidewire on its most important strategic questions.”
“Given Guidewire’s global footprint, our expanded product offering and the continued evolution of our services and software, Peter’s experience and skills are a perfect complement to an already outstanding board,” said John Cavoores, chairman, Board of Directors, Guidewire Software.
“I am honored to join Guidewire’s Board,” said Peter Gassner. “I look forward to contributing my experience and knowledge to the next chapters of Guidewire’s growth.”
Peter Gassner is founder and CEO of Veeva Systems, a leading provider of industry cloud solutions for the life sciences industry. Peter has been solving complex technology problems for 20 years. He has spearheaded historical transformations in information technology and driven some of the most impactful innovations in the enterprise software industry. Prior to Veeva, Peter was Senior Vice President of Technology at salesforce.com. Early in salesforce’s history, he built and grew the salesforce.com platform into one of the most successful SaaS offerings in the industry. Prior to salesforce.com, Peter was with PeopleSoft as both Chief Architect and General Manager of PeopleTools, leading a team that provided the development, strategy, marketing, and customer support for PeopleSoft’s technology platform. He launched his career at IBM, researching and developing relational database technology. Peter holds a Bachelor of Science degree in Computer Science from Oregon State University.
About Guidewire Software
Guidewire builds software products that help Property/Casualty insurers replace their legacy core systems and transform their business. Designed to be flexible and scalable, Guidewire products enable insurers to deliver excellent service, increase market share and lower operating costs. Guidewire InsuranceSuite™ provides the core systems used by insurers as operational systems of record. Additional products provide support for data management, business intelligence, anytime/anywhere access and guidance and monitoring. More than 180 Property/Casualty insurers around the world have selected Guidewire. For more information, please visit www.guidewire.com. Follow us on twitter: @Guidewire_PandC.
Contact:
Diana Stott
Director, Communications
Guidewire Software, Inc.
+1 650 356 4941
dstott@guidewire.com
###
NOTE: Guidewire, Guidewire Software, Guidewire ClaimCenter, Guidewire PolicyCenter, and Guidewire BillingCenter are registered trademarks of Guidewire Software, Inc. in the United States and/or other countries.
-2-