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Guidewire Software, Inc. (NYSE:GWRE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Guidewire Software, Inc. (NYSE:GWRE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January9, 2018, Guidewire Software, Inc. (the “Company”) announced that Richard Hart, the Company’s Chief Financial Officer, will transition to a new role of Chief Strategy Officer, on or about March6, 2018.

Curtis Smith, age 52, will succeed Mr.Hart as the Company’s new Chief Financial Officer on or about March6, 2018. From 2014 to 2018, Mr.Smith served as Chief Financial Officer at Infusion Software, Inc., a cloud-based sales and marketing automation company. From 2010 to 2013, Mr.Smith served as Chief Financial Officer at Keynote Systems, Inc., a publicly traded cloud-based digital performance management software company. Prior to that, Mr.Smith held leadership positions at investment banks focused on the software industry, including Credit Suisse First Boston Technology Group. Mr.Smith holds an M.B.A. degree from University of Southern California and a B.A. from Brigham Young University.

There are no arrangements or understandings between Mr.Smith and any other persons to which he was appointed as the Chief Financial Officer of the Company. There are no family relationships between Mr.Smith and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr.Smith to Item404(a) of Regulation S-K.

The Company will also enter into its standard form of Executive Agreement and standard form of Indemnification Agreement with Mr.Smith. The employment arrangement with Mr.Smith provides for, among other things, (i)a base salary of $350,000 with a target bonus of $210,000, and (ii)a grant of time-based vesting restricted stock units valued at $1.7 million.

A copy of the press release announcing the Chief Financial Officer transition is attached hereto as Exhibit 99.1.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits.

* Incorporated by reference from Exhibit 10.1 to Form S-1/A dated October28,2011.
+ Incorporated by reference from Exhibit 10.6 to Form 10-K dated September17,2014.

Guidewire Software, Inc. ExhibitEX-99.1 2 d499311dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 GUIDEWIRE SOFTWARE ANNOUNCES CFO TRANSITION Richard Hart to transition to Chief Strategy Officer; Curtis Smith to become Chief Financial Officer effective in early March 2018 FOSTER CITY,…To view the full exhibit click here
About Guidewire Software, Inc. (NYSE:GWRE)
Guidewire Software, Inc. is a provider of software products for property and casualty (P&C) insurers. The Company’s software serves as a technology platform for P&C insurance carriers. The Company’s InsurancePlatform consists of three elements: core transaction processing, data management and analytics, and digital engagement. The Company sells its products to a range of global P&C insurance carriers ranging from global insurers to national carriers to regional carriers. The Company’s core transaction processing includes Guidewire InsuranceSuite, Guidewire PolicyCenter, Guidewire ClaimCenter, Guidewire BillingCenter and InsuranceSuite Add-on Modules. The Company’s data management and analytics includes Guidewire DataHub, Guidewire InfoCenter, Guidewire Live and Guidewire Predictive Analytics. The Company’s digital engagement includes Guidewire Digital Portals.

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