[8-K] Cannae Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Cannae Holdings, Inc. has scheduled its 2025 annual meeting of shareholders for December 12, 2025. Because this date falls more than 30 days after the anniversary of last year’s meeting, the company set a special deadline for shareholder proposals to be included in the proxy statement under Rule 14a-8: written proposals must be received at the company address in Las Vegas no later than September 5, 2025. Notices of director nominations or other proposals not intended for proxy inclusion must also be delivered by September 5, 2025 in accordance with the bylaws. Shareholders intending to solicit proxies under the universal proxy rules must provide required Rule 14a-19 information no later than October 13, 2025, which is 60 days before the meeting.

Positive

• Clear meeting date announced: 2025 Annual Meeting set for December 12, 2025, giving shareholders definitive timing.
• Explicit submission deadlines: Provides firm dates to submit Rule 14a-8 proposals and bylaw notices, reducing uncertainty for shareholders.
• Compliance guidance: Specifies Rule 14a-19 timing for universal proxy solicitations (October 13, 2025), helping potential dissidents meet regulatory requirements.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: The filing sets meeting and submission deadlines, aligning procedural requirements with SEC rules and company bylaws.

The company formally announced the 2025 annual meeting date and established firm submission deadlines for shareholder proposals and director nominations driven by timing outside the normal anniversary window. These deadlines—September 5, 2025 for Rule 14a-8 proposals and nominations, and October 13, 2025 for universal proxy solicitation notices under Rule 14a-19—ensure compliance with SEC rules and the company’s bylaws. This is a procedural disclosure important to active shareholders and potential dissidents but does not disclose financial results, strategic transactions, or governance changes.

Securities Compliance Analyst

TL;DR: Disclosure clarifies timing and filings required for shareholder engagement; it is routine but necessary for compliance.

The 8-K communicates timing adjustments triggered by the meeting date being more than 30 days after last year’s meeting. It specifies the company address for submissions and references the need to comply with SEC rules and the bylaws. From a compliance perspective, this protects the company and informs shareholders of the narrow windows to submit proposals or solicit proxies, reducing the risk of late or nonconforming submissions. No material financial or operational information is provided.

0001704720false00017047202025-08-262025-08-26

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

August 26, 2025

CANNAE HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

1-38300

(Commission File Number)

Nevada						82-1273460
(State or Other Jurisdiction of  Incorporation or Organization)						(IRS Employer Identification Number)

1701 Village Center Circle

Las Vegas, Nevada 89134

(Addresses of Principal Executive Offices)

(702) 323-7330

(Registrant's Telephone Number, Including Area Code)

N/A

(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:

☐						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:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Cannae Common Stock, $0.0001 par value

CNNE

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 2.01. Completion of Acquisition or Disposition of Assets.

On August 26, 2025, Clearlake Capital Group, L.P. completed its previously announced acquisition of Dun & Bradstreet Holdings, Inc. ("D&B" or "Dun & Bradstreet") in a transaction valued at $7.7 billion (the "D&B Sale"). At closing of the D&B Sale, Dun & Bradstreet shareholders received $9.15 in cash for each share of D&B common stock they owned. In conjunction with the D&B Sale, Cannae Holdings, Inc. (the "Company") disposed of all of its equity interests in D&B for aggregate cash proceeds of $540.3 million (the "D&B Disposition") and no longer holds any ownership interest in D&B.

Additional information regarding the D&B Sale can be found in D&B’s filings with the Securities and Exchange Commission.

Item 8.01. Other Events.

Press Release

On August 26, 2025, the Company issued a press release announcing the completion of the D&B Disposition and certain other Company initiatives and events, including the scheduled date of the Company's annual meeting of shareholders. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2025 Annual Meeting of Shareholders

The Company has scheduled the Company’s 2025 annual meeting of shareholders ("2025 Annual Meeting") for December 12, 2025. Further information about the 2025 Annual Meeting will be specified in the Company’s proxy statement for the 2025 Annual Meeting.

Because the date of the 2025 Annual Meeting is more than thirty (30) days after the anniversary of the Company’s 2024 annual meeting of shareholders (the "2024 Annual Meeting"), the Company has set a new deadline for the receipt of shareholder proposals submitted for the 2025 Annual Meeting pursuant to Rule 14a-8 ("Rule 14a-8") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a shareholder desires to present a proposal for inclusion in the Company’s proxy statement for the 2025 Annual Meeting pursuant to Rule 14a-8, the proposal must be submitted in writing to the Company at 1701 Village Center Circle, Las Vegas, NV 89134 no later than September 5, 2025, which is ten (10) days following the date hereof and the date that the Company has determined to be a reasonable time before the Company plans to begin printing and mailing its proxy materials. Additionally, to be included in the Company’s proxy materials, proposals must also comply with the rules and regulations of the Securities and Exchange Commission.

In addition, pursuant to the Company’s bylaws (the "Bylaws"), if the 2025 Annual Meeting is held more than thirty (30) days after the anniversary of the 2024 Annual Meeting, notice of any director nomination(s) or other proposal(s) that any shareholder intends to present at the 2025 Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must be delivered in writing to the Company no later than the close of business on the tenth (10th) day following the date of first public disclosure of the meeting date to be timely. Accordingly, such notice must be delivered in writing to the address specified above no later than the close of business on September 5, 2025, which is ten (10) days following the date hereof, and such notice must also meet the requirements set forth in the Bylaws and applicable law.

To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to the Company at the address specified above no later than October 13, 2025, which is sixty (60) calendar days prior to the date of the 2025 Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma financial information of the Company giving effect to the D&B Disposition is attached hereto as Exhibit 99.2.

(d) Exhibits

Exhibit

Description

99.1

Press release dated August 26, 2025

99.2

Unaudited pro forma financial information

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

     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 thereunto duly authorized.

Cannae Holdings, Inc.

Date:

August 26, 2025

By:

/s/ Michael L. Gravelle

Name:

Michael L. Gravelle

Title:

Executive Vice President, General Counsel and Corporate Secretary

FAQ

When is Cannae Holdings' (CNNE) 2025 annual meeting?

The 2025 annual meeting is scheduled for December 12, 2025.

What is the deadline to submit proposals for inclusion in Cannae's 2025 proxy under Rule 14a-8?

Proposals must be received in writing at the company address no later than September 5, 2025.

If I want to nominate a director but not include the nomination in the proxy materials, when must I provide notice to CNNE?

Such notice must be delivered in writing no later than the close of business on September 5, 2025 and must comply with the bylaws.

What is the deadline to provide information under Rule 14a-19 for universal proxy solicitations?

Shareholders intending to solicit proxies for nominees other than the company's must provide the required Rule 14a-19 information by October 13, 2025.

Where should shareholder proposals or notices be delivered for Cannae Holdings?

They should be delivered in writing to 1701 Village Center Circle, Las Vegas, NV 89134 as specified in the filing.