Cannae Holdings (NYSE: CNNE) targeted by Carronade in four-seat proxy battle
Rhea-AI Filing Summary
Carronade Capital Master, LP and affiliated parties are running a proxy contest at Cannae Holdings, Inc. and have filed a definitive proxy statement with a GOLD universal proxy card. They are seeking shareholder support to elect their slate of four director nominees at the Company’s 2025 annual meeting of shareholders.
On December 2, 2025, Carronade mailed additional materials to Cannae shareholders and released investor slides, which are referenced as Exhibit 99.1. That same day, a Diligent website article quoted Carronade’s criticisms of Cannae’s current board and its support from independent proxy advisors, while noting that Diligent is not part of or endorsing the solicitation. Carronade also sent a text-message campaign urging shareholders to vote for its nominees on the GOLD card and updated its website, www.ImproveCannae.com, with further materials and information on its campaign.
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Insights
Carronade escalates an activist proxy campaign to reshape Cannae’s board.
Carronade Capital and its affiliates are pursuing board representation at Cannae Holdings via a contested director election. The group has filed a definitive proxy statement and is using a GOLD universal proxy card to nominate four directors for election at the 2025 annual meeting. This signals an organized activist effort focused on changing the company’s governance and strategic direction.
The materials describe a broad communication push: mailed proxy materials, investor slides, media engagement and a dedicated website. The Diligent article quote highlights Carronade’s criticism of past performance and compensation, framed as its opinion, and notes that three independent proxy advisors support electing Carronade’s nominees. The outcome will depend on how Cannae shareholders vote at the 2025 annual meeting, where they can choose between the company’s nominees, Carronade’s nominees, or a mix using the universal proxy card.
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 2, 2025, Carronade mailed materials to shareholders of the Company and released certain investor slides, copies of which are attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 2: Also on December 2, 2025, Diligent published an article, which was posted on Diligent’s website and included the following quote from Carronade:
In a response email sent to DMI, Carronade stated: “Cannae’s ad hominem attacks and deflections attempt to mislead shareholders into supporting the same directors that have destroyed shareholder value by -60% over the past five years while handsomely rewarding themselves with over $600 million in compensation – yet all three independent proxy advisors agree that Carronade’s nominees warrant election to help bring the independence needed to drive change.”
Source: Diligent. Diligent is not a party to and has not endorsed Carronade’s proxy solicitation and has not consented to use of the article in Carronade’s proxy solicitation.
Item 3: Also on December 2, 2025, Carronade sent a SMS text message blast to shareholders of the Company:
Carronade here, we want to make sure you saw our plan to unlock shareholder value at Cannae. Hope we can count on your CNNE vote on the GOLD card. Call (855) 208-8903 or visit http://www.okapivote.com/CNNE today for help voting your shares.
Item 4: Also on December 2, 2025, Carronade posted the following materials and updates to www.ImproveCannae.com:
FAQ
What does Carronade’s DFAN14A filing about Cannae Holdings (CNNE) describe?
How many directors is Carronade seeking to elect to Cannae Holdings’ board?
What shareholder outreach steps has Carronade taken in its Cannae (CNNE) proxy contest?
What is the significance of the GOLD universal proxy card in the Cannae proxy fight?
How are independent proxy advisors referenced in Carronade’s communications about Cannae Holdings?
Where can Cannae (CNNE) shareholders find more information on Carronade’s proxy campaign?
