AGM 2020

Dec 15, 2020

Good afternoon, and welcome to Guidewire Software's 2020 Annual Meeting of Stockholders. I would now like to introduce Mike Rosenbaum. Good afternoon. It is now 1:30 p. M. Pacific Time and I call this meeting to order. Welcome to the 2020 Annual Meeting of Stockholders of Guidewire Software Incorporated. I am Mike Rosenbaum, CEO and a member of the Board of Directors of the company, and I will be presiding as Chairman of the meeting. Winston King, who is the Chief Administrative Officer, General Counsel and Secretary of the company, will act as Secretary of the meeting. At this point, I would like to turn the meeting over to Winston. Thanks, Mike, and welcome, everyone, to our 2020 Annual Meeting of Stockholders. We hope that hosting the meeting virtually provides easy access for our stockholders and facilitates participation from any location around the world. Meeting participants can enter questions online at any point during the webcast. In advance of the voting, we will only address questions related to the proposals. To allow us to answer questions from as many stockholders as possible, we will limit each stockholder to 2 questions. No one attending via the webcast or telephone is permitted to use any audio recording device. Thank you in advance for your cooperation. Broadridge Financial Solutions has assigned Mr. Louis Larsen to act as the Inspector of Elections. Mr. Larsen is with us today and has taken a note of office, promising to execute faithfully the duties of Inspector of the Inspector of Election. The oath will be filed with the minutes of this annual meeting. After we have voted on all matters subject to a vote, Mr. Larson will tabulate the votes and determine the results of the voting. Each of you has received a copy of the notice of meeting and the proxy statement for this meeting, which were mailed on or about November 12, 2020, to all stockholders of record at the close of business on October 19, 2020. As Secretary, I will file a copy of the notice of meeting with the minutes of this annual meeting. An affidavit has been delivered attesting to the fact that the notice of meeting, the proxy statement and the annual report on Form 10 ks were mailed on or about November 12, 2020, to all stockholders as of the record date and will be incorporated into the minutes of this annual meeting. The stockholder list shows that as of the record date, there were 83,828,000 103 shares of common stock outstanding and entitled to vote at this meeting. As we are informed by the Inspector of Election that there are represented via virtual meeting or by proxy, shares of common stock more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, the quorum is present for purposes of transacting business. In order to expedite the flow of business, we will follow the following sequence. The polls will be opened, then each of the matters to be voted on by the stockholders at this meeting will be presented in the order set forth in the proxy statement. The polls will then be closed, the votes tabulated and the preliminary results will be announced. We will proceed with voting on the agenda items. The polls are now open and will remain open during the discussion of the proposals and the question and answer period for the proposals. You may vote online during this meeting while the polls are open. If you have already voted and you do not wish to change your vote, you do not need to vote again at today's meeting. Your vote will be cast as you have previously instructed. However, if you have already voted and now wish to change your vote or if you have not voted and you wish to vote now, please vote during this meeting. Again, I want to emphasize that it is not necessary to vote again if you have previously voted. Submission of a new vote during the meeting will revoke all prior votes that The purposes of this meeting are as follows: 1, to elect 5 directors, each to serve a 1 year term expiring at the 2021 Annual Meeting of Stockholders and until their successors are elected and qualified 2, to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ended July 31, 2021 3, to conduct a non binding advisory vote to approve the compensation of the company's named executive officers 4, to conduct a non binding advisory vote on the frequency of future non binding advisory votes to approve the compensation of the company's named executive officers 5, to approve the Guidewire Software Inc. 2020 Stock Plan 6, to vote on a 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 if properly presented at this meeting. 7, to transact such other business as may properly come before the annual meeting toward any adjournments, continuations or postponements of the annual meeting. We will now proceed with proposal number 1, voting on the election of 5 directors, each to serve a 1 year term expiring at the 2021 Annual Meeting of Stockholders. The Board of Directors nominees are Andrew Brown, Margaret Dillon, Michael Keller, Catherine P. Lago and Mike Rosenbaum. Each Director nominee will be elected only if she or he receives a majority of votes cast for her or him. The Board of Directors of the company unanimously recommends the election of Directors Brown, Dillon, Keller, Lego and Rosenbaum. And pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of Directors Brown, Dylan, Keller, Lego and Rosenbaum. We will now proceed with the voting of proposal number 2, ratification of the appointment of KPMG LLP as the company's independent auditors for the fiscal year ending July 31, 2021. To be approved by our stockholders, a majority of the shares represented and entitled to vote at this annual meeting must vote for this proposal. The Board of Directors of the company unanimously recommends that stockholders both ratify the appointment of KPMG LLP and pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of this proposal. Cecil Mack and Purvi Mehta of KPMG LLP are in attendance and will be available to respond to appropriate questions during the question and answer session. Next, we will proceed with proposal number 3, the approval by non binding advisory vote of the compensation of the company's named executive officers. To be approved by our stockholders, a majority of the shares represented and entitled to vote at the meeting must vote for this proposal. The Board of Directors of the company unanimously recommends that stockholders vote to approve the compensation of the company's named executive officers and pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of this proposal. Next, we will proceed with proposal number 4, the approval by a non binding advisory vote of the frequency of future non binding advisory votes to approve the compensation of the company's named executive officers. The frequency receiving the highest number of votes from the voting power of shares represented and entitled to vote at the annual meeting will be considered the frequency preferred by the stockholders. The Board of Directors of the company unanimously recommends a vote for 1 year as the preferred frequency for future non binding advisory votes to approve the compensation of the company's named executive officers and pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of this proposal. Next, we will proceed with proposal number 5, approval of the company's 2020 stock plan. To be approved by our stockholders, a majority of the shares represented and entitled to vote at the annual meeting must vote for this proposal. The Board of Directors unanimously recommends that stockholders approve the company's 2020 Stock Plan pursuant to the notice of this meeting and the proxy statement. The proxy solicited by the Board of Directors will be voted in favor of this proposal. Finally, we will proceed with proposal number 6, a stockholder proposal submitted by Mr. John Chevedden on behalf of stockholder, Myra Young, regarding the 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. To be approved by our stockholders, a majority of the shares represented and entitled to vote at the annual meeting must vote for this proposal. Mr. James McRitchie will be presenting the proposal on behalf of Mr. Chevedden and Mrs. Yang. Mr. McRitchie, would you like to speak concerning the proposal? Yes. Thank you. This is James McRitchie presenting on behalf of my wife, Myra Young. Proposal number 6 to move to a simple majority standard for all shareholder votes. We believe this is another good governance proposal like her proposal to require a majority voting standard to elect directors, which received 88% of the vote last year, and a proposal to declassify the Board that got 92% the previous year. The simple majority vote standard will strengthen the company's corporate governance practice, give shareholders equal and fair representation by limiting the power of shareholders who own a large stake in the entity. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance, super majority voting requirements are negatively related to corporate performance according to academic research. Our company's Board agrees with the proposal and recommends about 4. Thank you. Thank you, Mr. McRitchie. The Board of Directors of the company unanimously recommends that stockholders vote to approve 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. And pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of this proposal. This concludes the discussion of the proposals. We'll now address questions related to the proposals. As a reminder, please enter any questions about the proposals or voting procedures online, and if appropriate, we will read them aloud. Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Annual Meeting of Stockholders closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. I now have the preliminary report of the Inspector of Election on the results of the voting. Mr. Chairman and stockholders, the preliminary results based on the voting shares represented by valid proxies on file and tabulated this afternoon show that each of the director nominees Brown, Dillon, Keller, Lego and Rosenbaum has been elected as a director. The appointment of KPMG LLP as independent registered public accounting firm has been ratified. The compensation of the company's named executive officers has been approved by a non binding advisory vote. 1 year has been approved by a non binding advisory vote as the preferred frequency of future non binding advisory votes on the compensation of the company's named executive officers. The proposal regarding the company's 2020 stock plan has been approved. The stockholder proposal regarding a simple majority voting standard in the company's certificate of incorporation and bylaws has been approved. This concludes the report of preliminary voting results. The final voting results will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8 ks to be filed with the SEC within 4 business days of this annual meeting. I will order that the original proxies, ballots and the report of the Inspector of Election be filed as part of the minutes of this meeting. There being no further business to be properly brought before this annual meeting, I hereby declare the formal portion of the 2020 Annual Meeting of Stockholders adjourned. Thank you. This concludes the meeting. You may now disconnect.