Guidewire Software, Inc.
For the period ended Jul 31, 2026. Filed Oct 29, 2026.
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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.
Jul 31, 2026 · Filed Oct 29, 2026
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 ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | 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 2026 annual meeting of stockholders of Guidewire Software, Inc. (the “Company”) to be held on Tuesday, December 15, 2026, at 1:30 p.m. Pacific Time. The 2026 annual meeting of stockholders will be held via live audio webcast at www.virtualshareholdermeeting.com/GWRE2026.We are holding the annual meeting for the following purposes:1.To elect eight directors to serve for one-year terms expiring at the 2027 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, 2027;3.To conduct a non-binding, advisory vote to approve the compensation of our named executive officers; 4.To conduct a non-binding, advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers;5.To approve the amendment and restatement of the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan; and 6.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 19, 2026, you may attend and vote at the annual meeting.On or about October 29, 2026, 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 2026 Annual Report on Form 10-K.Our Proxy Statement and 2026 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, CaliforniaOctober 29, 2026 | ||
| 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 | 10 |
| Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm | 17 |
| Audit Committee Report | 19 |
| Proposal Three: Advisory Vote on Compensation of Named Executive Officers | 20 |
| Proposal Four: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 21 |
| Proposal Five: Approval of Amended and Restated 2020 Stock Plan | 22 |
| Information About the Board and Corporate Governance | 31 |
| Meetings of the Board | 31 |
| Listening to Our Stockholders | 32 |
| Stockholder Communications with the Board | 32 |
| Code of Business Conduct and Ethics | 32 |
| Independence of the Board | 32 |
| Structure of the Board | 32 |
| Executive Sessions | 33 |
| Director Attendance at Annual Stockholder Meetings | 33 |
| Board’s Role in Risk Oversight | 33 |
| Compensation Plans Risk Assessment | 33 |
| Whistleblower Procedures | 34 |
| Committees of the Board | 35 |
| Consideration of Director Nominees | 38 |
| Succession Planning | 38 |
| Sustainability and Our People | 39 |
| Executive Officers | 42 |
| Information Regarding Compensation of Directors and Executive Officers | 44 |
| Director Compensation | 44 |
| Stock Ownership Guidelines | 47 |
| Compensation Committee Interlocks and Insider Participation | 47 |
| Compensation Committee Report | 48 |
|---|---|
| Compensation Discussion and Analysis | 49 |
| Executive Compensation Philosophy and Objectives | 49 |
| Compensation Program Design | 50 |
| Compensation-Setting Process | 50 |
| Executive Compensation Program Elements | 54 |
| Executive Agreements and Termination of Employment Arrangements | 62 |
| Other Compensation Policies | 62 |
| Tax and Accounting Considerations | 64 |
| 2026 Summary Compensation Table | 66 |
| Grants of Plan-Based Awards in Fiscal Year 2026 | 67 |
| Outstanding Equity Awards at Fiscal 2026 Year End | 68 |
| Option Exercises and Stock Vested During Fiscal Year 2026 | 70 |
| Post-Employment Compensation | 71 |
| Potential Payments Upon Termination or Change In Control | 73 |
| CEO Pay Ratio | 75 |
| Pay Versus Performance | 76 |
| Ownership of Guidewire Software, Inc. Common Stock | 81 |
| Certain Relationships and Related Party Transactions | 83 |
| Transactions with Our Executive Officers and Directors | 83 |
| Policies and Procedures for Related Party Transactions | 84 |
| Additional Information | 85 |
| Appendix A: Compensation Adjusted Financial Measures Information | A-1 |
| Appendix B: Proposed Amended and Restated 2020 Stock Plan | B-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.