Guidewire Software (GWRE) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 15, 2026; stockholders will vote on eight director seats and four other proposals.

• Board recommends approval of KPMG, executive compensation and the amended stock plan, plus annual say-on-pay votes.

• The Board adopted a proposed 3.3 million-share increase to the 2020 Stock Plan, subject to stockholder approval.

Voting matters and shareholder proposals

• Eight nominees seek one-year terms through the 2027 annual meeting; election requires more FOR than AGAINST votes for each nominee.

• Other proposals: ratify KPMG for FY2027, approve NEO pay on an advisory basis, select say-on-pay frequency, and approve the stock plan amendment.

• The Board recommends a one-year say-on-pay cadence; the highest-vote option prevails, but the advisory result is nonbinding.

• Rule 14a-8 proposals for the 2027 proxy must reach the Secretary by July 1, 2027; other business notices are due Aug. 17–Sept. 16, 2027.

Board of directors and corporate governance

• Eight directors are nominated after Catherine Lego elected not to stand for reelection; the authorized Board will fall from nine to eight after her term ends.

• Alexander Vollert joined the Board effective Aug. 1, 2026; all nominees except CEO Mike Rosenbaum are independent under NYSE rules.

• CEO and independent Chairman Michael Keller roles are separated; the Board held five meetings in FY2026, and each current director attended at least 75% of applicable meetings.

• The Board and Nominating Committee review CEO and executive succession plans; the committee annually reviews the leadership pipeline and succession strategies.