[DFAN14A] Cannae Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Carronade Capital Master, LP is running an activist campaign at Cannae Holdings, Inc. (CNNE), using a definitive proxy statement and a GOLD universal proxy card to seek election of four director nominees at the 2025 annual meeting. Carronade has also filed a supplement with additional information on the meeting and is promoting its campaign through digital advertisements placed on November 18, 2025. In a media quote reported by Diligent, Carronade highlights its concerns about Cannae’s stock performance, citing share price declines of -61%, -35% and -23% over the past 5, 3 and 1 years, respectively, to argue for changes in the company’s board and direction.

Insights

Activist & Corporate Governance Analyst

Activist Carronade is challenging Cannae’s board, citing multi‑year stock underperformance.

Carronade Capital is pursuing a board shake-up at Cannae Holdings by nominating four directors via a GOLD universal proxy card for the 2025 annual meeting. This represents a formal proxy contest, where shareholders will effectively choose between the company’s slate and Carronade’s nominees for control of key board seats.

The campaign includes digital advertising and media outreach, showing that Carronade is investing resources to reach other investors. In a quote reported by Diligent, Carronade points to Cannae’s share price declines of -61%, -35% and -23% over the past 5, 3 and 1 years, respectively, to support its case that performance has been weak.

For investors, the outcome of the 2025 annual meeting will determine whether Cannae’s current strategy and leadership continue or whether Carronade’s nominees gain influence in setting direction. Subsequent shareholder communications and the final vote results will clarify how much support this activist effort receives.

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 18, 2025, Carronade placed the following digital advertisements:

Item 2: Also on November 18, 2025, Diligent published an article, which was posted on Diligent’s website and included the following quote from Carronade:

A spokesperson for Carronade told Diligent Market Intelligence that “Cannae’s investor deck is replete with untruths and misstates its own record and Carronade’s efforts - the best evidence that Cannae’s plan has been entirely ineffective is its abysmal stock price performance which has lost investors -61%, -35% and -23% over the past 5, 3, and 1 years, respectively.”

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.

FAQ

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

Carronade Capital Master, LP is soliciting votes using a GOLD universal proxy card to elect its slate of four director nominees to the board of Cannae Holdings, Inc. at the 2025 annual meeting of shareholders.

What filing did Carronade submit related to Cannae Holdings (CNNE)?

Carronade and its affiliates have filed a definitive proxy statement and a supplement with the SEC, along with a GOLD universal proxy card, in connection with the 2025 annual meeting of Cannae Holdings.

How is Carronade promoting its proxy campaign at Cannae Holdings (CNNE)?

On November 18, 2025, Carronade placed digital advertisements and also appeared in a Diligent article as part of its effort to communicate with Cannae shareholders about its director nominees and views.

What performance figures does Carronade cite for Cannae Holdings (CNNE)?

In a quote reported by Diligent, Carronade cites stock price declines of -61%, -35% and -23% over the past 5, 3 and 1 years, respectively, as evidence of what it characterizes as weak performance.

Is Diligent involved in Carronade’s proxy solicitation at Cannae Holdings (CNNE)?

No. The excerpt states that Diligent is not a party to and has not endorsed Carronade’s proxy solicitation and has not consented to the use of its article in that solicitation.

What is the significance of the GOLD universal proxy card in the Cannae (CNNE) contest?

The GOLD universal proxy card allows shareholders to vote for Carronade’s four director nominees at the 2025 annual meeting, giving them an explicit alternative to the company’s board slate.