Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Amendment and Restatement of the Certificate of Incorporation

At the annual meeting of stockholders of Guidewire Software, Inc. (the "Company") held on December 20, 2022 (the "Annual Meeting"), the Company's stockholders approved two proposals to amend and restate the current amended and restated certificate of incorporation of the Company.

The first amendment permits stockholders holding at least twenty percent (20%) of all then-outstanding shares of capital stock of the Company to call a special meeting of the stockholders, via written request to the secretary of the Company. The second amendment permits the Company to exculpate its officers for personal liability for breach of the duty of care in certain actions, as permitted by Section 102(b)(7) of the Delaware General Corporation Law. These amendments have been combined into one consolidated amended and restated certificate of incorporation (as amended, the "Amended and Restated Certificate").

The Amended and Restated Certificate is filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Amended and Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate, which is incorporated herein by reference.

Amendment and Restatement of the Bylaws

Effective as of December 21, 2022, the Board of Directors (the "Board") of the Company approved and adopted an amendment and restatement of the Company's amended and restated bylaws (as amended, the "Bylaws"). Among other things, the amendments effected by the Bylaws:



     •    address the universal proxy rules adopted by the U.S. Securities and
          Exchange Commission by clarifying that no person may solicit proxies in
          support of a director nominee other than the Board's nominees unless such
          person has complied with Rule 14a-19 under the Securities Exchange Act of
          1934, as amended, including applicable notice and solicitation
          requirements;



     •    revise the deadline for advance notice of business and nominations for an
          annual meeting of stockholders to provide that stockholder notice must be
          so received not later than the 90th day nor earlier than the 120th day
          before the one-year anniversary of the preceding year's annual meeting;



     •    enhance procedural mechanics and disclosure requirements in connection
          with stockholder nominations of directors and submissions of proposals
          regarding other business at stockholder meetings, including requiring
          additional background information and disclosures regarding proposing
          stockholders, proposed nominees and business, and other persons related
          to a stockholder's solicitation of proxies, such as additional
          information about the ownership of securities and material litigation,
          relationships and interests in material agreements with or involving the
          Company;



     •    require that a stockholder directly or indirectly soliciting proxies from
          other stockholders use a proxy card color other than white, which shall
          be reserved for exclusive use by the Board; and



     •    further enable the Company to initiate an action against a stockholder to
          enforce the exclusive forum requirements should the stockholder sue, or
          threaten to sue, in another jurisdiction.

The Bylaws also include certain technical, conforming, modernizing and clarifying changes. The Bylaws are filed herewith as Exhibit 3.2. The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is incorporated herein by reference.

--------------------------------------------------------------------------------

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

On December 20, 2022, the Company held its Annual Meeting. The proposals considered at the Annual Meeting are described in detail in the Company's 2022 definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 8, 2022. Present at the Annual Meeting in person or by proxy were holders of 75,269,432 shares of the Company's common stock, representing a majority of the Company's issued and outstanding shares as of October 24, 2022, 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 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of such vote were:



                        FOR           WITHHELD        BROKER NON-VOTES
Marcus S. Ryu         67,353,207       3,897,622              4,018,603
Paul Lavin            67,803,979       3,446,850              4,018,603
Mike Rosenbaum        71,042,919         207,910              4,018,603
David S. Bauer        68,213,518       3,037,311              4,018,603
Margaret Dillon       65,297,214       5,953,615              4,018,603
Michael Keller        70,257,917         992,912              4,018,603
Catherine P. Lego     67,801,770       3,449,059              4,018,603
Rajani Ramanathan     70,691,920         558,909              4,018,603

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, 2023. The results of such vote were:



   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
74,646,244   617,744    5,444           0

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 2022 definitive proxy statement. The results of such vote were:



   FOR        AGAINST    ABSTAIN   BROKER NON-VOTES
64,791,817   6,255,525   203,487      4,018,603

4. Approval of the Amendment and Restatement of the Company's Certificate of

Incorporation to Permit Stockholders Holding 20% of the Company's Outstanding

Common Stock to Call Special Meetings

The stockholders approved the amendment and restatement of the Company's certificate of incorporation to permit stockholders holding 20% of the Company's outstanding common stock to call special meetings of stockholders. The results of such vote were:



   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
71,121,741   116,487   12,601       4,018,603

--------------------------------------------------------------------------------

5. Approval of the Amendment and Restatement of the Company's Certificate of

Incorporation to Permit the Exculpation of Officers

The stockholders approved the amendment and restatement of the Company's certificate of incorporation to permit the exculpation of officers. The results of such vote were:



   FOR        AGAINST     ABSTAIN   BROKER NON-VOTES
57,734,728   12,892,416   623,685      4,018,603

6. Approval of the Amendment and Restatement of the Guidewire Software, Inc.

2020 Stock Plan to Increase the Total Number of Shares of Common Stock

Available for Issuance Under the Stock Plan by 1,780,000

The stockholders approved the amendment and restatement of the Guidewire Software, Inc. 2020 Stock Plan to increase the total number of shares of common stock available for issuance under the stock plan by 1,780,000. The results of such vote were:



   FOR        AGAINST    ABSTAIN   BROKER NON-VOTES
68,374,872   2,675,382   200,575      4,018,603

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

3.1           Amended and Restated Certificate of Incorporation of Guidewire
            Software, Inc., dated as of December 21, 2022

3.2           Amended and Restated Bylaws of Guidewire Software, Inc., dated as of
            December 21, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses