Guidewire Software (NYSE: GWRE) reports 2025 annual shareholder vote results

Rhea-AI Filing Summary

Guidewire Software, Inc. reported the results of its 2025 annual meeting of stockholders held on December 15, 2025. A quorum was present, with 79,780,871 shares of common stock represented in person or by proxy.

Stockholders elected eight directors, including Michael C. Keller and Mike Rosenbaum, each to serve a one-year term expiring at the 2026 annual meeting and until a successor is elected and qualified. Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, with 79,400,946 votes for, 320,826 against and 59,099 abstentions.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 73,326,214 votes for, 1,447,631 against and 64,517 abstentions. There were 4,942,509 broker non-votes on each of the director and executive compensation proposals, and no other items were presented for approval.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 8-K

_______________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2025

_______________________________________________________________

Guidewire Software, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________

Delaware

001-35394

36-4468504

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

970 Park Pl, Suite 200

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(650) 357-9100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value			GWRE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07     Submission of Matters to a Vote of Security Holders.

On December 15, 2025, Guidewire Software, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in detail in the Company’s 2025 definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 30, 2025 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders of 79,780,871 shares of the Company’s common stock, representing a majority of the Company’s issued and outstanding shares as of October 20, 2025, the record date for the Annual Meeting, and constituting a quorum under the Company’s amended and restated bylaws. The following proposals were voted upon, and the final results with respect to each such proposal are set forth below:

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 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were:

NAME						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Michael C. Keller						73,720,973						1,077,712						39,677						4,942,509
Mike Rosenbaum						74,781,365						21,630						35,367						4,942,509
Mark V. Anquillare						74,772,527						24,174						41,661						4,942,509
David S. Bauer						74,622,245						174,494						41,623						4,942,509
Margaret Dillon						73,218,928						1,582,138						37,296						4,942,509
Catherine P. Lego						73,717,231						1,018,908						102,223						4,942,509
Rajani Ramanathan						74,653,381						145,896						39,085						4,942,509
Jeffrey Sloan						74,710,194						83,148						45,020						4,942,509

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, 2026. The results of such vote were:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
79,400,946						320,826						59,099						0

3. Advisory Vote on Compensation of the Company’s Named Executive Officers 

The stockholders approved, on a non-binding, advisory 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
73,326,214						1,447,631						64,517						4,942,509

No other items were presented for stockholder approval at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			December 18, 2025			GUIDEWIRE SOFTWARE, INC.
						By:			/s/ WINSTON KING
									Winston King
									Chief Administrative Officer, General Counsel and Secretary

FAQ

What matters were voted on at Guidewire Software (GWRE)'s 2025 annual meeting?

Stockholders elected eight directors, ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, and approved executive compensation on an advisory basis.

Were all director nominees elected at Guidewire Software (GWRE)'s 2025 annual meeting?

Yes. Stockholders elected eight directors, including Michael C. Keller, Mike Rosenbaum, Mark V. Anquillare, David S. Bauer, Margaret Dillon, Catherine P. Lego, Rajani Ramanathan and Jeffrey Sloan, each for a one-year term expiring at the 2026 annual meeting.

Did Guidewire Software (GWRE) stockholders ratify KPMG LLP as auditor, and for which fiscal year?

Yes. Stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2026, with 79,400,946 votes for, 320,826 against and 59,099 abstentions.

How did Guidewire Software (GWRE) stockholders vote on executive compensation?

On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers, with 73,326,214 votes for, 1,447,631 against and 64,517 abstentions, plus 4,942,509 broker non-votes.

How many Guidewire Software (GWRE) shares were represented at the 2025 annual meeting?

Holders of 79,780,871 shares of common stock were present in person or by proxy, representing a majority of issued and outstanding shares as of October 20, 2025 and constituting a quorum under the company’s bylaws.

Were any other items presented for approval at Guidewire Software (GWRE)'s 2025 annual meeting?

No. The company states that no other items were presented for stockholder approval at the annual meeting.