{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-301180","form_type":"8-K","ticker":"GWRE","cik":"0001528396","company_name":"Guidewire Software, Inc.","filed_at":"2023-12-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.383882+00:00","generated_at":"2026-06-07T09:01:59.048636+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Guidewire shareholders elect all eight directors, approve stock plan increase and compensation","bullets":["All eight director nominees elected; average FOR support ~94% of votes cast (excluding broker non-votes).","Ratification of KPMG as auditor for FY2024 passed: 76.2M for, 1.2M against.","Advisory say-on-pay compensation proposal approved: 72.6M for, 1.2M against.","Amendment to 2020 Stock Plan increasing share reserve by 3.8M shares approved: 70.3M for, 3.6M against.","Broker non-votes of 3.6M shares recorded on director election, say-on-pay, and stock plan items."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-301180","json":"https://secwatch.observer/filing/0001193125-23-301180.json","markdown":"https://secwatch.observer/filing/0001193125-23-301180.md","text":"https://secwatch.observer/filing/0001193125-23-301180.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1528396/000119312523301180/0001193125-23-301180-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1528396/000119312523301180/d617339d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T09:01:59.048636+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7b723736cf7538bd325b0a7530d6d89c4c59af0e","claim":"Guidewire Software, Inc. shareholders approved Advisory Vote on Compensation of the Company’s Named Executive Officers at the 2023-12-19 meeting.","evidence_excerpt":"The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 72,645,071 1,226,014 25,304 3,611,705","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528396/000119312523301180/0001193125-23-301180-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-19"}],"fact_type":"shareholder_vote"},{"claim_id":"9cbc32b2c60a6b820bb022b64c443b8750223087","claim":"Guidewire Software, Inc. shareholders approved Election of directors at the 2023-12-19 meeting.","evidence_excerpt":"The stockholders elected the eight persons named below as directors of the Company, each to serve for a one-year term expiring at the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES Marcus S. Ryu 72,943,332 942,171 10,886 3,611,705 Paul Lavin 71,103,775 2,765,588 27,026 3,611,705 Mike Rosenbaum 73,613,547 260,981 21,861 3,611,705 David S. Bauer 72,827,735 1,038,170 30,484 3,611,705 Margaret Dillon 70,874,630 2,994,033 27,726 3,611,705 Michael C. Keller 72,485,380 1,380,166 30,843 3,611,705 Catherine P. Lego 71,227,326 2,639,490 29,573 3,611,705 Rajani Ramanathan 72,588,582 1,277,016 30,791 3,611,705","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528396/000119312523301180/0001193125-23-301180-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-19"}],"fact_type":"shareholder_vote"},{"claim_id":"bdc25f938b72e920fee9bff614438c936f6bb9e5","claim":"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 3,800,000 at the 2023-12-19 meeting.","evidence_excerpt":"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 3,800,000. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 70,314,431 3,556,524 25,434 3,611,705","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528396/000119312523301180/0001193125-23-301180-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-19"}],"fact_type":"shareholder_vote"},{"claim_id":"e767b40cdd3ba452641a757e08ee474e46c9be90","claim":"Guidewire Software, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-12-19 meeting.","evidence_excerpt":"The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2024. The results of such vote were: FOR AGAINST ABSTAIN BROKER NON-VOTES 76,239,641 1,219,699 48,754 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528396/000119312523301180/0001193125-23-301180-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-19"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}