gwre-20200327FALSE000152839600015283962020-03-272020-03-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2020
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Guidewire Software, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35394 | | 36-4468504 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2850 S. Delaware St., Suite 400
San Mateo, CA 94403
(Address of principal executive offices, including zip code)
(650) 357-9100
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | GWRE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
In order to support our employees and, in turn, their local economies during the extraordinary situation created by the COVID-19 pandemic, on March 27, 2020, the Board of Directors of Guidewire Software, Inc. (the “Company”) approved a partial early payment of annual bonuses that would have typically been paid in September 2020 for all active, bonus-eligible employees of the Company and its subsidiaries, excluding senior executives. The bonus will be paid during our third fiscal quarter ending April 30, 2020, and is expected to have no impact on income (loss) from operations and an approximately $10 million negative impact to our full year cash flow from operations compared to the guidance and commentary provided on our second quarter earnings call on March 3, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2020
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| GUIDEWIRE SOFTWARE, INC. | |
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| By: | /s/ JEFF COOPER |
| Jeff Cooper |
| Interim Chief Financial Officer
(Principal Financial and Accounting Officer) |