Business Context and Reporting Period
This Form 8-K Current Report was filed by Guidewire Software, Inc. on December 5, 2012. The filing reports the election of a new director to the Company's Board of Directors and the execution of a standard indemnification agreement.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data disclosed relates to a specific customer contract:
- Customer Contract Value: Aspen Insurance US Services, Inc. (a subsidiary of Aspen Insurance Holdings Limited) is obligated to pay Guidewire $1,174,909 for each of the years 2013 and 2014, and $900,000 for 2015.
Material Changes
The primary material change reported is the governance structure of the Company:
- Board Expansion: The Board of Directors was increased from eight to nine members.
- New Appointment: John P. Cavoores was appointed as a Class III director.
- Compensation: Mr. Cavoores will be compensated consistent with the Company's current non-employee director compensation policy.
Outlook, Risks, and Contingencies
Related Party Transaction: The filing discloses a potential related party transaction. Mr. Cavoores serves on the Board of Directors of Aspen Insurance Holdings Limited. Aspen Insurance US Services, Inc., a subsidiary of Aspen, is a customer of Guidewire under the agreements noted above. The Company states there are no other arrangements or understandings regarding Mr. Cavoores' election and no family relationships with other directors or officers.
Committee Assignments: As of the filing date, Mr. Cavoores had not been appointed to any Board committees, though the Board was assessing such appointments.
Investor Verification Checklist
- Verify the total number of Board members is now nine.
- Confirm the specific terms of the non-employee director compensation policy applicable to Mr. Cavoores.
- Monitor future filings for Mr. Cavoores' assignment to specific Board committees.
- Review the impact of the Aspen Insurance contract ($1,174,909 annually for 2013-2014) on future revenue projections.