[DFAN14A] Cannae Holdings, Inc. SEC Filing
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. )
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Filed by a Party other than the Registrant ☒
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| ☐ | 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) |
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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 November 24, 2025, Carronade issued an Investor Presentation, which is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 2: Also on November 24, 2025, Carronade issued the following press release:
Carronade Capital Issues Presentation Setting the Record Straight on Cannae’s Chronic Underperformance and Correcting Cannae’s Blatant Misrepresentation of Facts
Highlights How Board’s Governance Failings Have Destroyed Shareholder Value
Urges Shareholders to Vote “FOR” Carronade’s Nominees on the GOLD Proxy Card TODAY
DARIEN, Conn., November 24, 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 released a presentation rebutting assertions made by Cannae in connection with Cannae’s upcoming 2025 Annual Meeting of Shareholders on December 12th 2025.
The full presentation, linked here, makes a number of points to set the record straight regarding Cannae’s chronic underperformance and corrects Cannae’s blatant misrepresentation of facts, including:
| 1. | The Cannae Board is Unfit to Diagnose its Own Underperformance – Despite Cannae’s claims that they have executed on their strategic plan, shareholders suffer every time Cannae addresses the market, with the stock trading down -29% in total after the Company’s last three quarterly earnings calls, indicating a misdiagnosis of the root cause of underperformance and the Board of Directors’ inability to effectively oversee management. |
| 2. | Cannae Shareholders Lose While Management and Directors Prosper – Shareholders have endured a 60% loss over the past 5 years and seen a decline in NAV per share totaling 50% while Management and Directors have collectively made over $650 million since inception. |
| 3. | Governance Failures Continue to Destroy Shareholder Value – Cannae’s materials provide context to the Board failings that destroyed shareholder capital which resulted in persistent underperformance and impaired confidence. They take credit for changes only made after material governance failures or intense pressure from shareholders, exposing the Board’s entrenchment and reinforcing why Carronade’s nominees are urgently needed to drive value. |
| 4. | Cannae Grossly Misstates Carronade’s Candidates’ Qualifications – Cannae’s attacks against Carronade’s four highly qualified and fit-for-purpose nominees’ substantial experience, is an uncalled for and transparent attempt to deflect its own poor performance and highlights how entrenched its incumbents are when applying the same standards. |
| 5. | Cannae Has Consistent Worst-in-Class Performance, Losing Money for Shareholders – Cannae has underperformed every peer set ever selected by the Company, other ‘permanent capital vehicle’ closed end funds, ISS peers and broader small-cap financial benchmarks. In fact, when compared to Cannae’s 2024 Peer Group all of Cannae’s directors up for election at this year’s Annual Meeting have an abysmal track record of stewarding shareholder capital - Ms. Meinhardt returning -148%, Mr. Stallings returning -148%, Mr. Willey returning -148% and Mr. Moullet returning -112% cumulative relative TSR over the last five years. |
Carronade believes its candidates bring deep experience in a variety of situations relevant to Cannae and will bring the objectivity and diversity of thought and approach that Cannae’s boardroom is severely lacking.
Carronade strongly encourages Cannae shareholders vote “FOR” its four nominees – Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Chérie Schaible – on Carronade’s GOLD proxy card. Every vote is important. Shareholders must cast their votes on or before 11:59 pm Pacific Time on December 11, 2025. For more information, including how to vote, please visit ImproveCannae.com.
About Carronade Capital
Carronade Capital Management, LP (“Carronade Capital Management”) is a multi-strategy investment firm based in Darien, Connecticut with approximately $2.7 billion in assets under management that focuses on process driven investments in catalyst-rich situations. Carronade Capital Management, founded in 2019 by industry veteran Dan Gropper, currently employs 17 team members. Carronade Capital was launched on July 1, 2020. 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
(855) 208-8903
(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.
Additional Information
Carronade Capital Master, LP, together with the other participants in its proxy solicitation (collectively, “Carronade Capital”), has filed a definitive proxy statement and accompanying GOLD universal 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 (the “Annual Meeting”). Shareholders are advised to read the proxy statement (including any amendments or supplements thereto) and any other documents related to the solicitation of shareholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Carronade Capital’s proxy solicitation. These materials and other materials filed by Carronade Capital with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Carronade Capital with the SEC are also available, without charge, by directing a request to Carronade Capital’s proxy solicitor, Okapi Partners LLC, at its toll-free number (855) 208-8903 or via email at info@okapipartners.com.
Item 3: Also on November 24, 2025, Carronade posted the following material and updates to www.ImproveCannae.com:
