Guidewire Software Inc

For the period ended Dec 17, 2024. Filed Nov 1, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 17, 2024 · Filed Nov 1, 2024

GWRE$161.41-3.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

GUIDEWIRE SOFTWARE, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x	No fee required
o	Fee paid previously with preliminary materials
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	GUIDEWIRE SOFTWARE, INC.970 Park Pl, Suite 200, San Mateo, California 94403
		Notice of Annual Meetingof StockholdersTo Our Stockholders:You are cordially invited to attend the 2024 annual meeting of stockholders of Guidewire Software, Inc. (the “Company”) to be held on Tuesday, December 17, 2024, at 1:30 p.m. Pacific Time. The 2024 annual meeting of stockholders will be held via live audio webcast at www.virtualshareholdermeeting.com/GWRE2024.We are holding the annual meeting for the following purposes:1.To elect eight directors to serve for one-year terms expiring at the 2025 annual meeting of stockholders;2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2025;3.To conduct a non-binding, advisory vote to approve the compensation of our named executive officers;4.To approve the Guidewire Software, Inc. 2024 Employee Stock Purchase Plan; and5.To transact such other business as may properly come before the annual meeting or at any and all adjournments, continuations or postponements thereof.If you owned our common stock at the close of business on October 21, 2024, you may attend and vote at the annual meeting.On or about November 1, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2024 Annual Report on Form 10-K.Our Proxy Statement and 2024 Annual Report on Form 10-K can also be accessed directly at www.proxyvote.com using the 16-digit control number located on your proxy card or in the instructions accompanying your proxy materials.Thank you for your ongoing support of Guidewire.Sincerely,MIKE ROSENBAUMChief Executive OfficerSan Mateo, CaliforniaNovember 1, 2024
	1:30 P.M.Pacific Time
	Online only via live audio webcast
Your vote is important.Whether or not you plan to attend the annual meeting, we hope that you will vote as soon as possible. You may vote your shares over the Internet or, if you receive printed proxy materials, you may vote by a toll free telephone number, over the Internet, or by completing, signing, dating, and returning your proxy card or voting instruction card in the envelope provided. Any stockholder attending the annual meeting may vote by Internet during the meeting, even if you have already returned a proxy card or voting instruction card.

Table of Contents

Proxy Summary	1
General Information	3
Questions and Answers About the Annual Meeting, the Proxy Materials, and Voting Your Shares	3
Proposal One: Election of Directors	9
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm	16
Audit Committee Report	18
Proposal Three: Advisory Vote on Compensation of Named Executive Officers	19
Proposal Four: Guidewire Software, Inc. 2024 Employee Stock Purchase Plan	20
Information About the Board and Corporate Governance	24
Meetings of the Board	24
Listening to Our Stockholders	25
Stockholder Communications with the Board	25
Code of Business Conduct and Ethics	25
Independence of the Board	25
Structure of the Board	25
Executive Sessions	26
Director Attendance at Annual Stockholder Meetings	26
Board’s Role in Risk Oversight	26
Compensation Plans Risk Assessment	26
Whistleblower Procedures	26
Committees of the Board	27
Consideration of Director Nominees	30
Succession Planning	30
Sustainability and Inclusion Matters	31
Executive Officers	34
Information Regarding Compensation of Directors and Executive Officers	36
Director Compensation	36
Stock Ownership Guidelines	38

Compensation Committee Interlocks and Insider Participation	38
Compensation Committee Report	39
Compensation Discussion and Analysis	40
Executive Compensation Philosophy and Objectives	40
Compensation Program Design	41
Compensation-Setting Process	41
Executive Compensation Program Elements	45
Executive Agreements and Termination of Employment Arrangements	51
Other Compensation Policies	52
Tax and Accounting Considerations	54
Summary Compensation Table	56
Grants of Plan-Based Awards	57
Outstanding Equity Awards at Fiscal 2024 Year End	58
Options Exercises and Stock Vested During Fiscal Year 2024	60
Post-Employment Compensation	61
Potential Payments Upon Termination or Change In Control	62
CEO Pay Ratio	64
Pay Versus Performance	65
Equity Compensation Plan Information	70
Ownership of Guidewire Software, Inc. Common Stock	71
Certain Relationships and Related Party Transactions	73
Transactions with Our Executive Officers and Directors	73
Policies and Procedures for Related Party Transactions	74
Additional Information	75
Appendix A: Non-GAAP Financial Measures Information	A-1
Appendix B: Proposed 2024 Employee Stock Purchase Plan	B-1

Ways to Vote
	Proxy SummaryThe information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.
Voting is important.Please find here the many different ways you can submit your vote.		By Telephone and Internet before the annual meeting: Stockholders of record who received printed proxy materials can vote their shares by telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on December 16, 2024 or via the Internet at www.proxyvote.com 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on December 16, 2024, in each case by using the 16-digit control number, which is on the proxy card or in the instructions accompanying the proxy materials. Beneficial owners may also vote by telephone or the Internet before the annual meeting by using the 16-digit control number, which is on the proxy card.	By Internet during the annual meeting: Stockholders of record may vote by Internet during the annual meeting at www.virtualshareholdermeeting.com/GWRE2024. Beneficial owners may also vote by Internet during the annual meeting at www.virtualshareholdermeeting.com/GWRE2024. Instructions on how to attend and vote during the annual meeting are described at www.proxyvote.com. Stockholders will need their 16-digit control number which is on the proxy card or in the instructions accompanying the proxy materials in order to vote.
By Written Proxy: Stockholders of record can vote their shares by marking, signing, and timely returning the enclosed proxy card. Beneficial owners must follow the directions provided by their broker, bank, or other nominee in order to direct such broker, bank, or nominee as to how to vote their shares.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.