--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-310042" form_type: "8-K" ticker: "GWRE" cik: "0001528396" company_name: "Guidewire Software, Inc." filed_at: "2022-12-21T23:59:59+00:00" generated_at: "2026-06-21T00:46:52.709550+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "medium" source: SEC EDGAR --- # Guidewire stockholders OK special-meeting threshold, officer exculpation, bylaw changes ## Summary - Approved charter amendment: holders of 20%+ outstanding stock can call special meetings (71.1M for, 116k against). - Approved officer exculpation under DGCL 102(b)(7) (57.7M for, 12.9M against). - Bylaws amended: universal proxy rules, advance notice deadlines (90-120 days before meeting anniversary), white proxy card reserved for board. - Stockholders approved increase in 2020 Stock Plan by 1.78M shares (68.4M for, 2.7M against). ## SEC filing metadata - accession: 0001193125-22-310042 - form_type: 8-K - ticker: GWRE - cik: 0001528396 - company_name: Guidewire Software, Inc. - filed_at: 2022-12-21T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: medium - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/d440763d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-310042 - JSON: https://secwatch.observer/filing/0001193125-22-310042.json - Plain text: https://secwatch.observer/filing/0001193125-22-310042.txt ## Key facts - Governance Changes Guidewire Software, Inc.: Amended and restated bylaws to address universal proxy rules, revise advance notice deadlines for stockholder proposals and nominations, enhance disclosure requirements, require non-white proxy cards for non-board solicitations, and strengthen enforcement of exclusive forum provisions (effective 2022-12-21). - Change: bylaw amendment - Effective: 2022-12-21 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Governance Changes Guidewire Software, Inc.: Amended certificate of incorporation to permit stockholders holding 20% of outstanding stock to call special meetings and to permit exculpation of officers as permitted by Delaware law. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Shareholder Votes Guidewire Software, Inc. shareholders approved 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 at the 2022-12-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-12-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Shareholder Votes Guidewire Software, Inc. shareholders approved Approval of the Amendment and Restatement of the Company’s Certificate of Incorporation to Permit the Exculpation of Officers at the 2022-12-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-12-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Shareholder Votes Guidewire Software, Inc. shareholders approved 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 at the 2022-12-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-12-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Shareholder Votes Guidewire Software, Inc. shareholders approved Election of Directors at the 2022-12-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-12-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Shareholder Votes Guidewire Software, Inc. shareholders approved Advisory Vote on Compensation of the Company’s Named Executive Officers at the 2022-12-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm - Shareholder Votes Guidewire Software, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2022-12-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-12-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1528396/000119312522310042/0001193125-22-310042-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.