Carronade seeks four board seats at Cannae Holdings

Carronade Capital Master, LP and affiliated investors have filed proxy materials to solicit support for a slate of four director nominees for election to the Board of Cannae Holdings, Inc. at the 2025 annual meeting of shareholders.

Rhea-AI Filing Summary

Carronade Capital Master, LP and affiliated investors have filed proxy materials to solicit support for a slate of four director nominees for election to the Board of Cannae Holdings, Inc. at the 2025 annual meeting of shareholders. Carronade first nominated these individuals in December 2024 and resubmitted the nominations on September 4, 2025 after the company set the 2025 meeting for December 12, 2025, more than 175 days after the prior year’s meeting date.

The group, referred to as Carronade Capital, has filed a preliminary proxy statement and intends to use a GOLD universal proxy card. As of the filing, Carronade directly beneficially owns 3,012,218 shares of Cannae common stock, and an additional 176,809 shares are held in an account managed by Carronade Capital Management, for an aggregate of 3,189,027 shares that Carronade Capital Management may be deemed to beneficially own. Each of the four nominees individually holds a small direct position in Cannae shares.

Insights

Corporate governance and activism analyst

Activist group seeks four Cannae board seats, backed by a multi-million share stake.

The filing describes an activist campaign by Carronade Capital to elect four directors to the board of Cannae Holdings, Inc. at the 2025 annual meeting. The group has submitted and then resubmitted its nominations after the company scheduled the meeting for December 12, 2025, which is stated to be more than 175 days after the prior year’s meeting date.

Carronade directly beneficially owns 3,012,218 Cannae common shares, and an additional 176,809 shares are held in a managed account, for an aggregate of 3,189,027 shares that Carronade Capital Management may be deemed to beneficially own. These stakes underpin the group’s effort to influence the company’s board composition using a GOLD universal proxy card.

The practical impact for shareholders will depend on voting outcomes and on any competing slate or recommendations the company may present in its own proxy materials. Future proxy documents from both Carronade Capital and Cannae are expected to contain more detail on the nominees, their plans, and any contrasting board proposals.

FAQ

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

Carronade Capital has filed proxy materials to solicit votes for a slate of four director nominees to be elected to the Board of Cannae Holdings, Inc. at the company’s 2025 annual meeting of shareholders.

When is the 2025 Cannae Holdings (CNNE) annual meeting scheduled?

The 2025 annual meeting of Cannae Holdings, Inc. is scheduled for December 12, 2025, which the filing notes is more than 175 days after the anniversary of the company’s 2024 annual meeting of shareholders.

How many Cannae Holdings (CNNE) shares does Carronade Capital report beneficially owning?

Carronade directly beneficially owns 3,012,218 shares of Cannae common stock, and an additional 176,809 shares are held in a managed account, for an aggregate of 3,189,027 shares that Carronade Capital Management may be deemed to beneficially own.

Who are the participants in Carronade Capital’s proxy solicitation at Cannae Holdings (CNNE)?

The anticipated participants include Carronade, Carronade Capital GP, LLC, Carronade Capital Management, LP, Carronade Capital Management GP, LLC, and individuals Dan Gropper, Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto, and Cherie L. Schaible.

Do Carronade Capital’s director nominees for Cannae Holdings (CNNE) own company shares?

Yes. According to the filing, Mona Aboelnaga owns 1,400 shares, Benjamin C. Duster, IV owns 1,338.329 shares, Dennis A. Prieto owns 1,470 shares, and Cherie L. Schaible owns 1,360 shares of Cannae common stock.

How can Cannae Holdings (CNNE) shareholders access Carronade Capital’s proxy materials?

Carronade Capital states that its proxy statement and related materials will be available at no charge on the SEC’s website at http://www.sec.gov, and that copies will also be provided without charge upon request from the participants’ proxy solicitor when available.

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Accepted by SEC EDGAR 09/08/2025 - 04:57 PM Learn about SEC filing dates

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 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 December 19, 2024, Carronade delivered a letter to the Company nominating four highly qualified individuals (the “Nominees”) for election to the Board of Directors of the Company (the “Board”) at the Annual Meeting. On August 26, 2025, the Company announced that the Annual Meeting will be held on December 12, 2025, more than 175 days after the anniversary date of the Company’s 2024 annual meeting of shareholders. In light of this significant delay, on September 4, 2025, Carronade was compelled to resubmit its nomination of the Nominees pursuant to the Company’s Bylaws. Carronade subsequently filed an amendment to its Schedule 13D with respect to the Company, which included disclosure regarding the resubmission of its nomination of the Nominees. A copy of Carronade’s Schedule 13D amendment is attached hereto as Exhibit 1 and incorporated herein by reference.

Certain Information Concerning the Participants

Carronade, together with the other participants named herein (collectively, “Carronade Capital”), has filed a preliminary proxy statement and accompanying GOLD proxy card with the 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 SHAREHOLDERS 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, LP (“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.