Guidewire Software Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees to serve one-year terms expiring at the 2027 annual meeting; Catherine P. Lego will not stand for re-election.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2027.

3. 3

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed under Item 402 of Regulation S-K.

   More detail

   Proposal Three asks stockholders to approve, on a non-binding advisory basis, the overall compensation paid to Guidewire’s named executive officers as disclosed in the proxy statement. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narrative rather than any single pay element. Management states that the program is intended to attract, retain, and motivate executives who are critical to the Company’s success. The program combines fixed base salary with variable annual cash incentives and equity awards, including performance-vesting and time-vesting RSUs. Guidewire emphasizes that executive rewards are linked to annual, long-term, strategic, financial, and operational objectives, including ARR, adjusted operating income, and strategic scorecard performance. The Company reports that more than 98% of votes cast supported its executive compensation program at the 2025 annual meeting. The Compensation Committee therefore made no significant changes specifically in response to that vote, while continuing to review compensation annually and engage with stockholders. The advisory vote has no binding legal effect, but the Board and Compensation Committee intend to consider the result in future compensation decisions. The Board recommends voting FOR because it believes the program aligns executive interests with stockholders and supports performance and retention.

4. 4

   Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

   ManagementBoard: FOR

   Advise whether future non-binding say-on-pay votes should occur every one, two, or three years, or whether stockholders should abstain; the Board recommends an annual vote.

   More detail

   Proposal Four asks stockholders to select the preferred frequency for future advisory votes on named executive officer compensation. The available choices are every one, two, or three years, or abstention, and the option receiving the highest number of votes cast will be deemed preferred. The Board recommends ONE YEAR rather than a biennial or triennial schedule. Guidewire argues that annual voting provides timely and direct feedback on executive compensation philosophy, policies, and practices. The recommendation is consistent with the approximately 98% support for annual say-on-pay frequency at the Company’s 2020 annual meeting. The Company has historically held say-on-pay votes annually under that prior stockholder preference. The vote is advisory and therefore does not legally bind the Company, Board, or Compensation Committee. The Board and Compensation Committee nevertheless state that they value stockholder views and will consider the result when setting future voting frequency. The Company also retains discretion to hold votes more or less frequently if it determines that doing so is in the best interests of stockholders and the Company. No shareholder proponent or opposition statement is disclosed because this is a management proposal.

5. 5

   Approval of the Amendment and Restatement of the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan

   ManagementBoard: FOR

   Approve an amended and restated 2020 Stock Plan that increases the shares reserved for issuance by 3,300,000, from 10,580,000 to 13,880,000 total shares.

   More detail

   Proposal Five asks stockholders to approve an amendment and restatement of Guidewire’s Amended and Restated 2020 Stock Plan. The requested amendment would add 3,300,000 shares to the plan reserve, increasing the aggregate authorization from 10,580,000 to 13,880,000 shares. Management says the Current Plan has not otherwise been changed since stockholder approval in December 2023. As of October 19, 2026, 2,423,997 shares remained available, and the Company estimates that this reserve could be depleted before the next annual equity refresh grant cycle in October 2027. Guidewire argues that equity awards are central to recruiting, retention, employee motivation, ownership culture, and long-term stockholder alignment. The proposed plan preserves governance features including no liberal share recycling, no repricing without stockholder approval, a $750,000 annual non-employee director compensation limit, and restrictions on dividend payments for unearned awards. It also limits change-in-control acceleration, excludes excise-tax gross-ups, and permits options, RSUs, restricted stock, cash awards, SARs, and dividend equivalents. If approved, the Company expects the reserve to support approximately two to three years of grants, subject to stock price, hiring, and forfeiture rates. The Board unanimously recommends voting FOR because it considers the increase reasonable, appropriate, and necessary to maintain a competitive compensation program and support continued growth.

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When is the Guidewire Software Inc 2026 annual meeting?

Guidewire Software Inc (GWRE) holds its 2026 annual shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the Guidewire Software Inc 2026 meeting?

The record date for the Guidewire Software Inc 2026 meeting is Monday, October 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Guidewire Software Inc's 2026 meeting?

The board is presenting 8 director nominees at the Guidewire Software Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Guidewire Software Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Guidewire Software Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.