Cannae Holdings (NYSE: CNNE) okays board declassification, fails say-on-pay

Rhea-AI Filing Summary

Cannae Holdings reported results of its 2025 annual meeting, where shareholders approved amending the Articles of Incorporation to declassify the board. The change will phase out the current three-class structure starting in 2026 and move to annual elections for all directors beginning with the 2028 annual meeting.

Shareholders elected Barry B. Moullet, James B. Stallings, Jr., Mona Aboelnaga, and Chérie L. Schaible to three-year terms. They rejected the advisory vote on named executive officer compensation, ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2025, and voted against a shareholder proposal to engage an investment banker. Turnout was high, with 44,900,862 of 49,965,406 eligible shares represented.

Insights

Corporate governance analyst

Cannae investors backed board declassification but rejected the advisory pay vote.

Shareholders supported a structural change by approving the amendment to declassify the board, with 44,322,070 votes for and 293,924 against. This will transition the company from staggered multi‑year terms to annual elections for all directors by the 2028 annual meeting, increasing how often director performance is reviewed by shareholders.

The director election featured both company and Carronade nominees, with four individuals elected to three‑year terms expiring at the 2028 meeting. Separately, the advisory vote on named executive officer compensation was rejected, as 23,109,186 votes were cast against and 21,467,005 in favor, signaling notable shareholder discontent with the current pay program, even though the vote is non‑binding.

Shareholders ratified Grant Thornton LLP as auditor for the year ending December 31, 2025 with strong support and rejected a shareholder proposal to engage an investment banker. Future company communications may explain how the board responds to the advisory compensation vote and implements the newly approved declassification framework.

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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): December 12, 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)						(I.R.S. Employer Identification No.)

1701 Village Center Circle

Las Vegas, Nevada 89134

(Address 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(s)

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2025, Cannae Holdings, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the amendment of the Company’s Articles of Incorporation to declassify the Board of Directors (the "Declassification"). On December 15, 2025, the Company filed Amended and Restated Articles of Incorporation (the "Amended Charter") with the Nevada Secretary of State to effect the Declassification. The Board of Directors previously approved the adoption of Amended and Restated Bylaws (the "Amended Bylaws") to reflect the Declassification, subject to shareholder approval of the Declassification.

The Declassification will eliminate the classification of the Board of Directors over a three-year period starting in 2026 and result in the annual election of all directors beginning at our 2028 annual meeting of shareholders. At the 2026 annual meeting of shareholders, the Class III directors whose terms expire at such time will be elected to serve a one-year term. At the 2027 annual meeting of shareholders, the Class I directors whose terms expire at such time, as well as the former Class III directors, will be elected to serve a one-year term. At the 2028 annual meeting of shareholders and each annual meeting thereafter, all directors will be elected annually.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended Charter and the Amended Bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On October 30, 2025, the record date for the Annual Meeting, there were 49,965,406 shares of the Company’s common stock outstanding with each such share entitled to one vote. The holders of 44,900,862 shares (89.86%) of the Company’s common stock were present or represented by proxy during the Annual Meeting.

Set forth below are the matters voted upon at the Annual Meeting and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.

Proposal 1. Election of Board of Directors

Barry B. Moullet, James B. Stallings, Jr., Mona Aboelnaga, and Chérie L. Schaible were elected as directors of the Company for a three-year term expiring at the 2028 annual meeting of shareholders with the following vote:

						Votes For						Votes Withheld
Company's Nominees
Erika Meinhardt						15,503,321						29,265,153
Barry B. Moullet						25,304,705						19,463,599
James B. Stallings, Jr						26,063,777						18,704,265
Frank P. Willey						16,248,850						28,520,745
Carronade's Nominees
Mona Aboelnaga						27,934,508						16,466,379
Benjamin C. Duster, IV						20,514,429						23,888,769
Dennis A. Prieto						19,075,903						25,327,062
Chérie L. Schaible						26,938,446						17,464,114

Proposal 2. Advisory vote on the compensation of the Company's named executive officers

The proposal related to the advisory vote on the compensation of the Company’s named executive officers was rejected, with the following vote:

Votes For						Votes Against						Abstentions
21,467,005						23,109,186						230,509

Proposal 3. Ratification of Independent Accountants

The appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified, with the following vote:

Votes For						Votes Against						Abstentions
43,200,477						555,183						1,145,202

Proposal 4. Amendment to the Company's Articles of Incorporation

The amendment to the Company’s Articles of Incorporation to declassify the Company’s Board of Directors was approved, with the following vote:

Votes For						Votes Against						Abstentions
44,322,070						293,924						190,706

Proposal 5. Shareholder Proposal

The shareholder proposal to engage an investment banker was rejected, with the following vote:

Votes For						Votes Against						Abstentions
14,096,620						30,131,249						578,831

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Description
3.1						Amended and Restated Articles of Incorporation of Cannae Holdings, Inc.
3.2						Amended and Restated Bylaws of Cannae Holdings, Inc.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

Cannae Holdings, Inc.

Date:

December 15, 2025

By:

/s/ Michael L. Gravelle

Name:

Michael L. Gravelle

Title:

Executive Vice President, General Counsel, and Corporate Secretary

FAQ

What governance change did Cannae Holdings (CNNE) shareholders approve in 2025?

Shareholders approved an amendment to Cannae Holdings’ Articles of Incorporation to declassify the board of directors. The current classified structure will be phased out over three years starting in 2026, with all directors standing for annual election beginning at the 2028 annual meeting.

How did Cannae Holdings (CNNE) shareholders vote on executive compensation in 2025?

The advisory vote on the compensation of Cannae Holdings’ named executive officers was rejected. There were 21,467,005 votes for, 23,109,186 votes against, and 230,509 abstentions, indicating that more shares were voted against the pay program than in favor.

What was shareholder turnout at Cannae Holdings' 2025 annual meeting?

On the record date of October 30, 2025, Cannae Holdings had 49,965,406 common shares outstanding, each entitled to one vote. At the annual meeting, holders of 44,900,862 shares, or 89.86% of the outstanding common stock, were present or represented by proxy.

Which directors were elected to Cannae Holdings (CNNE)'s board in 2025?

Cannae Holdings shareholders elected Barry B. Moullet, James B. Stallings, Jr., Mona Aboelnaga, and Chérie L. Schaible as directors. Each was elected for a three-year term expiring at the 2028 annual meeting of shareholders.

Did Cannae Holdings (CNNE) shareholders ratify the independent auditor for 2025?

Yes. Shareholders ratified the appointment of Grant Thornton LLP as Cannae Holdings’ independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was 43,200,477 for, 555,183 against, and 1,145,202 abstentions.

What happened to the shareholder proposal to engage an investment banker at Cannae Holdings (CNNE)?

The shareholder proposal requesting that Cannae Holdings engage an investment banker was rejected. It received 14,096,620 votes for, while 30,131,249 votes were cast against, with 578,831 abstentions.

How will Cannae Holdings' board declassification be implemented over time?

The declassification will occur over a three-year period starting in 2026. At the 2026 meeting, Class III directors will be elected to one-year terms, at the 2027 meeting Class I directors and former Class III directors will be elected to one-year terms, and from the 2028 annual meeting onward, all directors will be elected annually.