Activist investor targets Cannae Holdings (NYSE: CNNE) with 4-director slate
Rhea-AI Filing Summary
Carronade Capital Master, LP and its affiliates are running a proxy contest at Cannae Holdings, Inc., seeking to elect four director nominees at the company’s 2025 annual shareholder meeting using a GOLD universal proxy card. Carronade has supplemented its definitive proxy statement and is actively campaigning through social media and a dedicated website. In a campaign video, Carronade criticizes Cannae’s share-price performance versus peers and asserts that Cannae’s leadership and board decisions have been costly for shareholders, urging investors to "put shareholders first" and vote GOLD for its slate.
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Insights
Activist investor launches full proxy campaign to add four Cannae directors.
Carronade Capital is challenging the current board of Cannae Holdings by nominating four directors and distributing a GOLD universal proxy card for the 2025 annual meeting. This indicates a contested election where shareholders will choose between the incumbent board’s slate and Carronade’s nominees.
The campaign materials focus on Cannae’s historical stock performance and criticize past strategic decisions, positioning Carronade’s nominees as agents of change. Such contests can influence strategy, capital allocation, and leadership if the activist gains board representation.
Shareholders will ultimately decide the outcome through their votes at the 2025 annual meeting, based on the competing proxy materials, performance arguments, and proposed plans presented by the company and Carronade.
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 November 11, 2025, Carronade posted the following material and sponsored advertisements to social media, including a video. A written transcript of and select images from the video are included below.
Video Transcript:
Bill Foley has profited handsomely from Cannae, enriching himself while your investment shrinks.
In five years, Cannae is down 37% while peers are up 192%, a negative 5.2% return since 2017, and still trading at a 35% discount.
Foley’s handpicked board backed a string of costly missteps.
It’s time for real change - Carronade has the plan, and the nominees, who can finally unlock Cannae’s potential.
END CARD - It’s time to put shareholders first. Vote GOLD.
Item 2: Also on November 11, 2025, Carronade posted the video to www.ImproveCannae.com:
FAQ
What is Carronade Capital seeking at Cannae Holdings (CNNE)?
Carronade Capital Master, LP is soliciting votes to elect four director nominees to the board of Cannae Holdings, Inc. at the 2025 annual meeting of shareholders, using a GOLD universal proxy card.
What type of filing did Carronade submit regarding Cannae Holdings (CNNE)?
Carronade and its affiliates submitted a definitive proxy statement and a supplement to that proxy statement in connection with their solicitation for the 2025 annual meeting of Cannae Holdings shareholders.
How is Carronade communicating its campaign to Cannae (CNNE) shareholders?
Carronade is using social media, a campaign video, and the website www.ImproveCannae.com to share its views and support its solicitation for board seats at Cannae.
What criticisms does Carronade make about Cannae Holdings (CNNE) in its materials?
In the video transcript, Carronade highlights what it describes as weak share-price performance versus peers and characterizes prior board decisions as a “string of costly missteps,” arguing that change on the board is needed.
What voting instruction does Carronade give Cannae (CNNE) shareholders?
The end of Carronade’s campaign video urges shareholders to “put shareholders first” and to vote GOLD for its slate of four director nominees at the 2025 annual meeting.
