gdwre-20241101

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 Meeting

of Stockholders

To 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; and

5.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 ROSENBAUM

Chief Executive Officer

San Mateo, California

November 1, 2024

Tuesday, December 17, 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

Proxy Summary

The 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 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.virtualshareholder

meeting.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.

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

Page Reference

Election of directors

FOR

Majority of the votes cast

Page

Ratification of appointment of independent registered public accounting firm

FOR

Majority of the shares represented

Page

Non-binding advisory vote to approve the compensation of the Company's named executive officers

FOR

Majority of the shares represented

Page

Approval of the Guidewire Software, Inc. 2024 Employee Stock Purchase Plan

FOR

Majority of the shares represented

Page


Guidewire Software, Inc.			1			2024 Proxy Statement


Table of Contents			Proxy Summary

Our Board of Directors


				Committees
Name(1)	Age	Director Since	Independent	Audit	Compensation	Nominating and Corporate Governance	Risk	Business Opportunities

Michael C. Keller Chairman	64	2019
Mike Rosenbaum Chief Executive Officer	53	2019
Mark V. Anquillare(2)	58	2024
David S. Bauer	64	2022
Margaret Dillon	65	2019
Paul Lavin	62	2014
Catherine P. Lego	68	2019
Rajani Ramanathan	57	2021
Marcus S. Ryu

SEC Form DEF 14A filed by Guidewire Software Inc.