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

On December 14, 2021, Guidewire Software, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). The proposals considered at the Annual Meeting are described in detail in the Company's 2021 definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 3, 2021. Present at the Annual Meeting in person or by proxy were holders of 77,056,647 shares of the Company's common stock, representing a majority of the Company's issued and outstanding shares as of October 19, 2021, 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 the eight persons named below as directors of the Company, each to serve for one-year terms expiring at the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:


                            FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
Marcus S. Ryu            72,921,959        671,982        22,591            3,440,115
Paul Lavin               73,015,261        565,328        35,943            3,440,115
Mike Rosenbaum           73,502,178        91,656         22,698            3,440,115
Andrew Brown             72,783,832        794,502        38,198            3,440,115
Margaret Dillon          73,035,626        545,802        35,104            3,440,115
Michael Keller           73,299,721        280,317        36,494            3,440,115
Catherine P. Lego        73,035,735        545,671        35,126            3,440,115
Rajani Ramanathan        73,486,258        93,945         36,329            3,440,115

2. Ratification of Appointment of Independent Registered Public Accounting Firm



The stockholders ratified the appointment of KPMG LLP as our independent
registered public accounting firm for the fiscal year ending July 31, 2022. The
results of such vote were:

                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                  76,716,581        329,261        10,805                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 2021 definitive proxy statement. The results of such vote were:



                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                  72,475,691       1,118,543       22,298            3,440,115

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

The stockholders approved the amendment and restatement of the Company's certificate of incorporation to remove the supermajority voting requirement therein. The results of such vote were:



                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                  73,535,098        74,515          6,919            3,440,115

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