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 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.
