Guidewire Software (GWRE) Proxy Filing summary

Executive summary

• Dec. 1 supplement responds to Glass Lewis’s Nov. 27 recommendation against Margaret Dillon’s election, adding FY23 director demographic and skills disclosures; disclosures are expected to evolve based on stockholder feedback.

Voting matters and shareholder proposals

• Glass Lewis recommended voting against Dillon’s nomination, citing insufficient board demographic disclosure; stockholders were asked to consider the supplement before the Dec. 19, 2023 annual meeting vote.

• Stockholders who already voted need not vote again unless changing or revoking a vote; the annual meeting will be held virtually, with online voting and questions available during the webcast.

Board of directors and corporate governance

• FY23 self-reported board profile: 8 directors; average age 60 and average tenure 6.46 years; 3 directors identified as women (37.5%) and 2 as members of underrepresented communities (25%).

• The 8-director roster includes 3 women, 2 directors identifying as Asian, and 1 director reporting veteran or military service; the supplement defines underrepresented communities to include listed racial, ethnic, Indigenous, and LGBTQ+ groups.

• Disclosed board skills span SaaS scaling, cloud technology, cybersecurity, insurance, enterprise sales, investment, CEO experience, finance, people and compensation, and governance, risk, and compliance.

• Dillon is listed as age 64, with 4 years on the board; she self-identified as a woman and was not listed as a member of an underrepresented community or as having veteran/military service.