Guidewire stockholders OK special-meeting threshold, officer exculpation, bylaw changes

Effective as of December 21, 2022, the Board of Directors (the “Board”) of the Company approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as amended, the “Bylaws”).

The first amendment permits stockholders holding at least twenty percent (20%) of all then-outstanding shares of capital stock of the Company to call a special meeting of the stockholders, via written request to the secretary of the Company. The second amendment permits the Company to exculpate its officers for personal liability for breach of the duty of care in certain actions, as permitted by Section 102(b)(7) of the Delaware General Corporation Law.

6. Approval of the Amendment and Restatement of the Guidewire Software, Inc. 2020 Stock Plan to Increase the Total Number of Shares of Common Stock Available for Issuance Under the Stock Plan by 1,780,000 The stockholders approved the amendment and restatement of the Guidewire Software, Inc. 2020 Stock Plan to increase the total number of shares of common stock available for issuance under the stock plan by 1,780,000. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 68,374,872 2,675,382 200,575 4,018,603

5. Approval of the Amendment and Restatement of the Company’s Certificate of Incorporation to Permit the Exculpation of Officers The stockholders approved the amendment and restatement of the Company’s certificate of incorporation to permit the exculpation of officers. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 57,734,728 12,892,416 623,685 4,018,603

4. Approval of the Amendment and Restatement of the Company’s Certificate of Incorporation to Permit Stockholders Holding 20% of the Company’s Outstanding Common Stock to Call Special Meetings The stockholders approved the amendment and restatement of the Company’s certificate of incorporation to permit stockholders holding 20% of the Company’s outstanding common stock to call special meetings of stockholders. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 71,121,741 116,487 12,601 4,018,603

1. Election of Directors The stockholders elected the eight persons named below as directors of the Company, each to serve for a one-year term expiring at the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were: FOR WITHHELD BROKER NON-VOTES Marcus S. Ryu 67,353,207 3,897,622 4,018,603 Paul Lavin 67,803,979 3,446,850 4,018,603 Mike Rosenbaum 71,042,919 207,910 4,018,603 David S. Bauer 68,213,518 3,037,311 4,018,603 Margaret Dillon 65,297,214 5,953,615 4,018,603 Michael Keller 70,257,917 992,912 4,018,603 Catherine P. Lego 67,801,770 3,449,059 4,018,603 Rajani Ramanathan 70,691,920 558,909 4,018,603

3. Advisory Vote on Compensation of the Company’s Named Executive Officers The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2022 definitive proxy statement. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 64,791,817 6,255,525 203,487 4,018,603

2. Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 74,646,244 617,744 5,444 0