(Address of principal executive offices, including zip code)
(i650)
i357-9100
(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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, $0.0001 par value
iGWRE
iNew
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 i☐
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, 2020, the Company held its
Annual Meeting of Stockholders (the “Annual Meeting”). The six proposals considered at the Annual Meeting are described in detail in the Company’s 2020 definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 12, 2020. Present at the Annual Meeting in person or by proxy were holders of 77,807,083 shares of the Company’s common stock, representing a majority of the Company’s issued and outstanding shares as of October 19, 2020, the record date for the Annual Meeting, and constituting a quorum under the
Company’s 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 each of the five persons named below as a director of the Company for a one-year term that expires at the Company’s annual meeting of stockholders in 2021. The results of such vote were:
Director
Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Andrew Brown
72,148,287
1,843,940
68,874
3,745,982
Margaret Dillon
71,229,392
2,763,603
68,106
3,745,982
Michael
Keller
73,375,706
616,286
69,109
3,745,982
Catherine P. Lego
70,996,381
2,996,528
68,192
3,745,982
Mike Rosenbaum
73,937,403
63,312
60,386
3,745,982
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, 2021. The results of such vote were:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
77,174,200
555,700
77,183
-
3. Advisory Vote on Compensation of the Company’s Named Executive Officers
The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2020 definitive proxy statement. The results of such vote were:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
42,348,241
31,479,537
233,323
3,745,982
4. Advisory Vote on the Frequency of Future Non-binding, Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers
The stockholders indicated, on an advisory non-binding basis, their preference for one year as the frequency of future non-binding,
advisory votes to approve the compensation of the Company’s named executive officers. The results of such vote were:
One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
72,520,954
660,841
812,707
66,599
3,745,982
5.
Approval of the Guidewire Software, Inc. 2020 Stock Plan
The stockholders approved the Guidewire Software, Inc. 2020 Stock Plan. The results of such vote were:
Votes For
Votes Against
Abstentions
Broker Non-Votes
72,935,029
1,050,119
75,953
3,745,982
6.
Stockholder Proposal Regarding Adoption of a Simple Majority Voting Standard in the Company’s Certificate of Incorporation and Bylaws for All Actions that Require a Vote by Stockholders.
The stockholders approved the stockholder proposal regarding adoption of a simple majority voting standard in the Company’s certificate of incorporation and bylaws for all actions that require
a vote by stockholders. The results of such vote were:
Votes For
Votes Against
Abstentions
Broker Non-Votes
72,750,465
1,212,466
98,170
3,745,982
SIGNATURES
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.
