Cannae Holdings (NYSE: CNNE) targeted by Carronade in activist proxy fight

Rhea-AI Filing Summary

Carronade Capital is running an activist proxy contest at Cannae Holdings. Carronade and affiliated parties have filed a definitive proxy statement and are using a GOLD universal proxy card to seek shareholder support for a slate of four director nominees at Cannae Holdings’ 2025 annual meeting of shareholders.

On December 8, 2025, Carronade sent additional materials to Cannae shareholders and distributed them as an exhibit, and also sent an SMS text blast urging investors to vote using the GOLD card. The text message highlights that shareholders have experienced a 60% loss over the past five years while, according to Carronade, Cannae management and directors have paid themselves over $650 million since 2017. Carronade also posted further materials and updates on its campaign website, www.ImproveCannae.com.

Insights

Corporate governance analyst

Activist investor Carronade escalates a proxy fight over Cannae’s board.

Carronade Capital and its affiliates are soliciting votes to elect four director nominees to the board of Cannae Holdings at the 2025 annual meeting. They have filed a definitive proxy statement and are distributing a GOLD universal proxy card, which allows shareholders to mix and match nominees from competing slates on a single card.

The campaign materials emphasize long-term share price underperformance and aggregate compensation to Cannae management and directors of over $650 million since 2017, according to Carronade. This framing is intended to argue that governance and oversight changes at the board level are warranted, but the outcome depends on how shareholders vote at the annual meeting.

On December 8, 2025, Carronade expanded outreach via mailed or furnished materials, an SMS text blast, and added content on www.ImproveCannae.com. Subsequent proxy communications and the final voting results at the 2025 annual meeting will determine whether Carronade’s nominees gain board seats.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

CANNAE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

CARRONADE CAPITAL MASTER, LP

CARRONADE CAPITAL MANAGEMENT, LP

CARRONADE CAPITAL GP, LLC

CARRONADE CAPITAL MANAGEMENT GP, LLC

DAN GROPPER

MONA ABOELNAGA

BENJAMIN C. DUSTER, IV

DENNIS A. PRIETO

CHÉRIE L. SCHAIBLE

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Carronade Capital Master, LP (“Carronade”), together with the other participants in its solicitation, has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of Carronade’s slate of four director nominees at the 2025 annual meeting of shareholders (the “Annual Meeting”) of Cannae Holdings, Inc., a Nevada corporation (the “Company”). Carronade has filed a supplement to its definitive proxy statement that includes certain additional information on the Annual Meeting.

Item 1: On December 8, 2025, Carronade furnished materials to shareholders of the Company, copies of which are attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2: Also on December 8, 2025, Carronade sent an SMS text message blast to shareholders of the Company:

Carronade reaching out again - While you as a shareholder have endured a 60% loss over the past 5 years, Cannae management and directors have paid themselves over $650 million since 2017. Make your vote count and vote GOLD for change. Call (855) 208-8903 or email info@okapipartners.com today for help voting your shares.

Item 3: Also on December 8, 2025, Carronade posted the following materials and updates to www.ImproveCannae.com:

FAQ

What is Carronade Capital seeking at Cannae Holdings (CNNE)?

Carronade Capital and its affiliates are soliciting votes for a slate of four director nominees to the board of Cannae Holdings at the 2025 annual meeting of shareholders, using a GOLD universal proxy card.

What claims does Carronade make about Cannae Holdings performance and pay?

In its SMS outreach, Carronade states that Cannae shareholders have endured a 60% loss over the past five years, while Cannae management and directors have, according to Carronade, paid themselves over $650 million since 2017.

How is Carronade communicating with Cannae (CNNE) shareholders?

On December 8, 2025, Carronade furnished additional materials as an exhibit, sent an SMS text message blast to Cannae shareholders, and posted further materials and updates on its campaign website, www.ImproveCannae.com.

What is the GOLD universal proxy card mentioned in the Cannae proxy fight?

The GOLD universal proxy card is the card Carronade is asking shareholders to use to vote at the 2025 annual meeting. It lists Carronades four director nominees, and shareholders can use it to support those nominees in the board election.

What type of SEC filing did Carronade make related to Cannae Holdings?

Carronade filed a definitive proxy statement and a supplement, along with a GOLD universal proxy card, in connection with its solicitation of votes for four director nominees at Cannae Holdings 2025 annual meeting.

Where can Cannae Holdings investors find Carronades proxy materials?

Carronades definitive proxy statement and GOLD universal proxy card are filed with the SEC, and additional campaign materials and updates are posted on www.ImproveCannae.com.