Item 2.02 Results of Operations and Financial Condition.
On June 3, 2020, Guidewire Software, Inc. (the "Company") issued a press release
announcing unaudited financial results for the fiscal quarter ended April 30,
2020. A copy of the press release is attached as Exhibit 99.1.
In accordance with General Instruction B.2 on Form 8-K, certain of the
information in this Current Report on Form 8-K, including Exhibit 99.1, is being
furnished under Item 2.02 and shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise
subject to the liability of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Chief Sales Officer
On June 3, 2020, the Company announced that Steve Sherry, the Company's Chief
Sales Officer, notified the Company of his intent to retire from the Company,
transitioning out of his current position following the Company's fiscal year
ending July 31, 2020. Mr. Sherry will continue with the Company as SVP,
Strategic Accounts into the Company's next fiscal year, to ensure a complete and
seamless transition with his successor, after which he plans to retire. His
retirement is not the result of any disagreement or conflict with the Company.
The Company also announced that Mr. Frank O'Dowd will take on the role of Chief
Sales Officer upon Mr. Sherry's transition. Mr. O'Dowd will join the Company on
June 15, 2020 after serving in sales at Oracle Corporation for over 20 years.
Appointment of Jeff Cooper as Chief Financial Officer
Effective June 3, 2020, the Board of Directors of the Company appointed Jeff
Cooper as Chief Financial Officer. Mr. Cooper had previously served as interim
Chief Financial Officer since March 2, 2020 and, prior to that, served as the
Company's Vice President of Finance since 2017. Prior to joining the Company,
Mr. Cooper served as Chief Financial Officer of GoodData, a cloud-based data and
analytics platform company, from 2016 to 2017. From 2013 to 2016, Mr. Cooper
served as Vice President, Finance for Rally Software, a publicly traded
cloud-based application lifecycle management software company. Prior to that,
Mr. Cooper was a Vice President focusing on the software industry in the
investment banking division of Deutsche Bank Securities. Mr. Cooper holds a B.A.
in Political Science from Princeton University and an M.B.A. degree from the
London Business School.
There are no arrangements or understandings between Mr. Cooper and any other
persons in connection with his appointment. There are no family relationships
between Mr. Cooper and any director or executive officer of the Company, and Mr.
Cooper is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
In connection with the appointment of Mr. Cooper as Chief Financial Officer, the
Compensation Committee of the Board of Directors of the Company expects to
increase Mr. Cooper's compensation. The Company also will enter into its
standard form of Executive Agreement, incorporated by reference hereto as
Exhibit 10.1, with Mr. Cooper.
Appointment of Priscilla Hung as President, COO
Effective June 3, 2020, the Board of Directors of the Company appointed
Priscilla Hung as President. Ms. Hung also serves as the Company's Chief
Operating Officer, a position she has held since June 2017. She also served the
Company as Chief Administrative Officer from September 2014 to June 2017, Senior
Vice President of Operations & Corporate Development from September 2012 to
September 2014, Vice President of Operations from 2010 to 2012, and Vice
President of Corporate Development & Alliances from 2005 to 2010. Prior to
joining Guidewire, from 2000 to 2005, Ms. Hung held several management positions
at Ariba Inc., including Director of Operations and Director of Global Channels
and Alliances. Ms. Hung holds an M.Eng. Degree in Industrial Engineering and
Operations Research from Cornell University.
There are no arrangements or understandings between Ms. Hung and any other
persons in connection with her appointment. There are no family relationships
between Ms. Hung and any director or executive officer of the Company, and Ms.
Hung is not a party to any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibits
10.1* Form of Executive Agreement
Press release dated June 3, 2020 titled "Guidewire Software Announces Third
99.1 Quarter Fiscal Year 2020 Financial Results, Updates to Leadership Team"
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Incorporated by reference from Exhibit 10.6 to the Company's Form 10-Q Dated
March 5, 2020.
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