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):
| ☐ | 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 named herein, has filed a preliminary 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. (the “Company”), a Nevada corporation.
On June 23, 2025, Carronade issued
the following press release:
Carronade Capital Calls on Cannae Holdings to Promptly
Announce Date of 2025 Annual Meeting
Cannae Appears to be Manipulating Corporate Machinery
to Further Entrench Board During a Contested Election Following Years of Chronic Underperformance
Believes Delay in Holding Annual Meeting Underscores
the Need for Board Change
Urges Board to Provide Clarity on Capital Return
Plan
DARIEN, Conn., June 23, 2025 – Carronade Capital Master, LP
(together with its affiliates, “Carronade Capital”, “our” or “we”), which beneficially owns approximately
3.2 million shares of Common Stock of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”) and is one
of the Company’s top shareholders, today issued the following statement calling on Cannae’s Board of Directors (the “Board”)
to promptly announce the date of the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”):
“Carronade urges Cannae to immediately set and announce the date
of its 2025 Annual Meeting, which was last held over a year ago on June 19, 2024. Cannae’s failure to schedule its 2025 Annual Meeting
in the midst of a contested election and in a manner consistent with its past annual meetings raises serious doubts about the Board’s
supposed ‘significant advancements in governance’. Shareholders deserve an explanation of the corporate purpose and reason
for delaying the meeting; absent that, it appears to be another transparent effort to evade accountability, further entrench the current
Board and disenfranchise Cannae’s long-suffering shareholders.
“We believe Cannae’s delay in holding its 2025 Annual Meeting
is a deliberate attempt to manipulate the corporate machinery and a consequence of this Board’s decision to reincorporate from Delaware
to Nevada, a move that was not viewed favorably by Institutional Shareholder Services, Inc., one of the leading proxy advisory firms.
By denying shareholders the opportunity to exercise their fundamental right to vote in a normal election cycle, we believe Cannae has
once again demonstrated its blatant disregard for commonly accepted corporate governance principles, underscoring the urgent need for
Board change and increased accountability.
“Additionally, Cannae should provide greater clarity on its plan
to return capital to shareholders following the announced Dun & Bradstreet sale. If the delayed 2025 Annual Meeting is related to
the Company’s attempt to enact a tender offer, Carronade believes it is imperative that any such share buyback be executed on terms
that are at least as favorable as the 20% premium afforded to Cannae Founder Bill Foley.”
Carronade remains committed to effecting meaningful change to drive shareholder
value at Cannae and will continue to seek shareholder representation on the Board at the 2025 Annual Meeting, whenever it is scheduled.
Carronade’s four highly qualified and independent nominees are Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Cherie Schaible.
About Carronade Capital
Carronade Capital Management, LP (“Carronade Capital Management”)
is a multi-strategy investment firm based in Connecticut with over $2.3 billion in assets under management that focuses on process driven
investments in catalyst-rich situations. Carronade Capital Management was founded in 2019 by industry veteran Dan Gropper and is based
in Darien, Connecticut. Carronade Capital and its affiliates managed by Carronade Capital Management were launched on July 1, 2020, and
the firm employs 15 team members. Dan Gropper brings with him nearly three decades of special situations credit experience serving in
senior roles at distinguished investment firms, including Elliott Management Corporation, Fortress Investment Group and Aurelius Capital
Management, LP.
Media Contact:
Paul Caminiti / Jacqueline Zuhse
Reevemark
(212) 433-4600
Carronade@reevemark.com
Investor Contacts:
Andy Taylor / Win Rollins
Carronade Capital Management, LP
(203) 485-0880
ir@carronade.com
Pat McHugh
Okapi Partners LLC
(212) 297-0720
info@okapipartners.com
Disclaimers
This press release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities described herein in any state to any person. This press release does not recommend the purchase
or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of Cannae Holdings, Inc.
(the "Company") will trade, and such securities may not trade at prices that may be implied herein. In addition, this press
release and the discussions and opinions herein are for general information only, and are not intended to provide financial, legal or
investment advice. Each shareholder of the Company should independently evaluate the proxy materials and make a decision that aligns with
their own financial interests, consulting with their own advisers, as necessary.
This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product
development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words
"expects", "anticipates", "believes", "intends", "estimates", "plans", "will
be" and similar expressions. Although Carronade Capital and its affiliates believe that the expectations reflected in forward-looking
statements contained herein are reasonable, investors are cautioned that forward-looking information and statements are subject to various
risks and uncertainties—many of which are difficult to predict and are generally beyond the control of Carronade or the Company—that
could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking
information and statements. In addition, the foregoing considerations and any other publicly stated risks and uncertainties should be
read in conjunction with the risks and cautionary statements discussed or identified in the Company's public filings with the U.S. Securities
and Exchange Commission, including those listed under "Risk Factors" in the Company's annual reports on Form 10-K and quarterly
reports on Form 10-Q . The forward-looking statements speak only as of the date hereof and, other than as required by applicable law,
Carronade does not undertake any obligation to update or revise any forward-looking information or statements. Certain information included
in this press release is based on data obtained from sources considered to be reliable. Any analyses provided herein is intended to assist
the reader in evaluating the matters described herein and may be based on subjective assessments and assumptions and may use one among
alternative methodologies that produce different results. Accordingly, any analyses should not be viewed as factual and should not be
relied upon as an accurate prediction of future results. All figures are estimates and, unless required by law, are subject to revision
without notice.
Certain of the funds(s) and/or account(s) (“Accounts”)
managed by Carronade Capital Management, LP (“Carronade Capital Management”) currently beneficially own shares of the Company.
Carronade Capital Management in the business of trading (i.e., buying and selling) securities and intends to continue trading in the securities
of the Company. You should assume the Accounts will from time to time sell all or a portion of its holdings of the Company in open market
transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options,
puts, calls, swaps or other derivative instruments relating to such shares. Consequently, Carronade Capital Management's beneficial ownership
of shares of, and/or economic interest in, the Company may vary over time depending on various factors, with or without regard to Carronade
Capital Management's views of the Company's business, prospects, or valuation (including the market price of the Company's shares), including,
without limitation, other investment opportunities available to Carronade Capital Management, concentration of positions in the portfolios
managed by Carronade Capital Management, conditions in the securities markets, and general economic and industry conditions. Without limiting
the generality of the foregoing, in the event of a change in the Company's share price on or following the date hereof, Carronade Capital
Management may buy additional shares or sell all or a portion of its Account’s holdings of the Company (including, in each case,
by trading in options, puts, calls, swaps, or other derivative instruments relating to the Company’s shares). Carronade Capital
Management also reserves the right to change the opinions expressed herein and its intentions with respect to its investment in the Company,
and to take any actions with respect to its investment in the Company as it may deem appropriate, and disclaims any obligation to notify
the market or any other party of any such changes or actions, except as required by law.
Certain Information Concerning the Participants
Carronade Capital Master, LP (“Carronade”), together
with the other participants named herein (collectively, “Carronade Capital”), has filed a preliminary proxy statement and
accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election
of Carronade Capital’s highly-qualified director nominees at the 2025 annual meeting of shareholders of the Company.
CARRONADE CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED
TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Carronade, Carronade Capital GP, LLC (“Carronade Capital GP”), Carronade Capital Management, Carronade Capital Management
GP, LLC (“Carronade Capital Management GP”), Dan Gropper, Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto and Chérie
L. Schaible.
As of the date hereof, Carronade beneficially owns directly 3,012,218
shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). Carronade Capital GP, as the general
partner of Carronade, may be deemed the beneficial owner of the 3,012,218 shares of Common Stock owned by Carronade. As of the date hereof,
176,809 shares of Common Stock were held in a certain account managed by Carronade Capital Management (the “Managed Account”).
Carronade Capital Management, as the investment manager of Carronade, may be deemed the beneficial owner of an aggregate of 3,189,027
shares of Common Stock directly owned by Carronade and held in the Managed Account. Carronade Capital Management GP, as the general partner
of Carronade Capital Management, may be deemed the beneficial owner of an aggregate of 3,189,027 shares of Common Stock directly owned
by Carronade and held in the Managed Account. As the Managing Member of Carronade Capital Management GP, Mr. Gropper may be deemed the
beneficial owner of an aggregate of 3,189,027 shares of Common Stock directly owned by Carronade and held in the Managed Account. As of
the date hereof, Ms. Aboelnaga directly beneficially owns 1,400 shares of Common Stock. As of the date hereof, Mr. Duster directly beneficially
owns 1,338.329 shares of Common Stock. As of the date hereof, Mr. Prieto directly beneficially owns 1,470 shares of Common Stock. As of
the date hereof, Ms. Schaible directly beneficially owns 1,360 shares of Common Stock.
