Guidewire Software Inc
For the period ended Jul 31, 2024. Filed Sep 16, 2024.
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FY2024 · Filed Sep 16, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
- Consolidated Financial Statements
See Index to Consolidated Financial Statements at Item 8 herein.
- Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
- Exhibits
EXHIBIT INDEX
The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| ExhibitNumber | Description | Incorporated byReference FromForm | Incorporatedby ReferenceFromExhibitNumber | Date Filed |
|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 3.1 | December 21, 2022 |
| 3.2 | Amended and Restated Bylaws | 8-K | 3.2 | December 21, 2022 |
| 4.1 | Form of Common Stock Certificate of Guidewire Software, Inc. | S-1/A | 4.1 | January 9, 2012 |
| 4.2 | Indenture between Guidewire Software, Inc. and U.S. Bank National Association, dated as of March 13, 2018 | 8-K | 4.1 | March 13, 2018 |
| 4.3 | First Supplemental Indenture between Guidewire Software, Inc. and U.S. Bank National Association, dated as of March 13, 2018 | 8-K | 4.2 | March 13, 2018 |
| 4.4 | Form of 1.25% Convertible Senior Note Due March 15, 2025 | 8-K | 4.3 | March 13, 2018 |
| 4.5 | Description of Guidewire Software, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended | Filed herewith | — | — |
| 10.1# | Guidewire Software, Inc. 2011 Stock Plan and Forms of Agreements thereunder | S-1/A | 10.5 | December 13, 2011 |
| 10.2# | Guidewire Software, Inc. Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Stock Plan | 10-Q | 10.9 | December 2, 2015 |
| 10.3# | Guidewire Software, Inc. Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (Performance-Based) under the 2011 Stock Plan | 10-Q | 10.5 | March 5, 2020 |
| 10.4# | Guidewire Software, Inc. Form of Restricted Stock Unit Award Agreement (Global Time-Based) under the 2011 Stock Plan | 10-Q | 10.2 | March 5, 2020 |
| 10.5# | Guidewire Software, Inc. Form of Restricted Stock Unit Award Agreement (U.S. Time-Based) under the 2011 Stock Plan | 10-Q | 10.1 | March 5, 2020 |
| 10.6# | Guidewire Software, Inc. Form of Restricted Stock Unit Award Agreement (U.S. Time-Based, Executives) under the 2011 Stock Plan | 10-Q | 10.3 | March 5, 2020 |
| 10.7# | Guidewire Software, Inc. Long Term Incentive Plan and Form of Notice and Restricted Stock Unit Award Agreement thereunder | 10-Q | 10.4 | March 5, 2020 |
| 10.8# | Amended and Restated 2020 Stock Plan and forms of agreement thereunder | 10-Q | 10.1 | December 8, 2023 |
| 10.9# | Form of Restricted Stock Unit Award Agreement for Company Employees under the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | 10-K | 10.9 | September 18, 2023 |
| 10.10# | Form of Global Restricted Stock Unit Award Agreement for Company Employees under the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | 10-K | 10.10 | September 18, 2023 |
| 10.11# | Form of Stock Option Agreement under the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | 10-K | 10.11 | September 18, 2023 |
| 10.12# | Form of Global Stock Option Agreement under the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | 10-K | 10.12 | September 18, 2023 |
| 10.13# | Form of Restricted Stock Award Agreement under the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | 10-K | 10.13 | September 18, 2023 |
| 10.14# | Form of Performance-Based Restricted Stock Award Agreement under the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | 10-K | 10.14 | September 18, 2023 |
| 10.15# | Guidewire Software, Inc. Senior Executive Incentive Bonus Plan | S-1/A | 10.12 | December 13, 2011 |
| 10.16# | Guidewire Software, Inc. Form of Executive Agreement | 10-K | 10.16 | September 18, 2023 |
| 10.17# | Executive Agreement between Guidewire Software, Inc. and Michael Rosenbaum, dated as of August 3, 2019 | 8-K | 10.1 | August 5, 2019 |
| 10.18# | First Amendment to Executive Agreement between Guidewire Software, Inc. and Mike Rosenbaum, dated as of November 4, 2020 | 10-Q | 10.1 | December 9, 2020 |
| 10.19# | Executive Agreement between Guidewire Software, Inc. and John Mullen, dated as of February 3, 2022 | 10-Q | 10.1 | June 7, 2022 |
| 10.20# | Form of Indemnification Agreement for directors and executive officers | S-1/A | 10.1 | October 28, 2011 |
| 10.21 | Guidewire Software, Inc. Form of Capped Call Confirmation | 8-K | 10.1 | March 13, 2018 |
| 10.22 | Lease Agreement between Bay Meadows Station 2 Investors, LLC and Guidewire Software, Inc. dated as of December 18, 2017 | 10-K | 10.11 | September 19, 2018 |
| 10.23 | Assignment of Lease, dated as of February 11, 2023, by and between Guidewire Software, Inc. and Roblox Corporation | 8-K | 10.1 | March 3, 2023 |
| 10.24 | Sublease, dated as of February 11, 2023, by and between Roblox Corporation and Guidewire Software, Inc. | 8-K | 10.2 | March 3, 2023 |
| 21.1 | Subsidiaries of the Registrant | Filed herewith | — | — |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | Filed herewith | — | — |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | Filed herewith | — | — |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | Filed herewith | — | — |
| 32.1* | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | Furnished herewith | — | — |
| 101.INS | Inline XBRL Instance Document | Filed herewith | — | — |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith | — | — |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | — | — |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | — | — |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | — | — |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | — | — |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | Filed herewith | — | — |
| # | Indicates management contract or compensatory plan. |
|---|---|
| * | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 16, 2024
| GUIDEWIRE SOFTWARE, INC. | |
|---|---|
| By: | /s/ JEFF COOPER |
| Jeff Cooper | |
| Chief Financial Officer(Principal Financial and Accounting Officer) | |
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Mike Rosenbaum, Jeff Cooper, and Winston King, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ MIKE ROSENBAUM | Chief Executive Officer and Director (Principal Executive Officer) | September 16, 2024 |
| Mike Rosenbaum | ||
| /s/ JEFF COOPER | Chief Financial Officer (Principal Financial and Accounting Officer) | September 16, 2024 |
| Jeff Cooper | ||
| /s/ MICHAEL KELLER | Director (Chairman of the Board) | September 16, 2024 |
| Michael Keller | ||
| /s/ DAVID BAUER | Director | September 16, 2024 |
| David Bauer | ||
| /s/ MARGARET DILLON | Director | September 16, 2024 |
| Margaret Dillon | ||
| /s/ PAUL LAVIN | Director | September 16, 2024 |
| Paul Lavin | ||
| /s/ CATHERINE P. LEGO | Director | September 16, 2024 |
| Catherine P. Lego | ||
| /s/ RAJANI RAMANATHAN | Director | September 16, 2024 |
| Rajani Ramanathan | ||
| /s/ MARCUS S. RYU | Director | September 16, 2024 |
| Marcus S. Ryu | ||
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