Guidewire Software, Inc.
For the period ended Jul 31, 2026. Filed Oct 29, 2026.
View on SEC.govAbout this filing
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
Contents
Proxy Summary
| 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. | |||
| Ways to Vote | |||
|---|---|---|---|
| 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 14, 2026 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 14, 2026, 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/GWRE2026. Beneficial owners may also vote by Internet during the annual meeting at www.virtualshareholdermeeting.com/GWRE2026. 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. | |||
Voting Recommendations
The following table sets forth the recommendations of our board of directors (“Board”) in respect of each of the proposals to be presented to our stockholders at the annual meeting, as well as the applicable voting requirement for each of such proposals:
| Proposal | Board Recommendation | Votes Required for Approval | Page Reference | |
| 1 | Election of directors | FOR | Majority of the votes cast | Page10 |
| 2 | Ratification of appointment of independent registered public accounting firm | FOR | Majority of the shares represented | Page17 |
| 3 | Non-binding, advisory vote to approve the compensation of the Company’s named executive officers | FOR | Majority of the shares represented | Page20 |
| 4 | Non-binding, advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers | ONE YEAR | Frequency receiving highest number of votes cast | Page21 |
| 5 | Amendment and restatement of the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan | FOR | Majority of the shares represented | Page22 |
| Guidewire Software, Inc. | 1 | 2026 Proxy Statement |
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| Table of Contents | Proxy Summary |
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Our Board of Directors(1)
| Committees | ||
|---|---|---|
| Name · Age · Director Since · Independent · Audit · Compensation · Nominating and Corporate Governance · Risk · Business Opportunities | ||
| Michael C. KellerChairman | 66 | 2019 |
| Mike RosenbaumChief Executive Officer | 55 | 2019 |
| Mark V. Anquillare | 60 | 2024 |
| David S. Bauer | 66 | 2022 |
| Margaret Dillon | 67 | 2019 |
| Catherine P. Lego(2) | 70 | 2019 |
| Rajani Ramanathan | 59 | 2021 |
| Jeffrey Sloan | 59 | 2025 |
| Alexander Vollert(3) | 57 | 2026 |
| Chairperson | Member | Financial Expert |
|---|
(1)The information in this table is as of October 19, 2026.
(2)Catherine P. Lego, who is currently serving as a director, will not stand for re-election at the 2026 annual meeting, and her term as a director will expire immediately prior to the 2026 annual meeting. Effective immediately upon the cessation of Ms. Lego’s term as a director, the authorized number of directors will be reduced from nine to eight.
(3)Effective August 1, 2026, the Board appointed Alexander Vollert as a director.
| Guidewire Software, Inc. | 2 | 2026 Proxy Statement |
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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.