Cannae Holdings (NYSE: CNNE) targeted by Carronade in activist proxy fight
Rhea-AI Filing Summary
Carronade Capital is running an activist proxy contest at Cannae Holdings. Carronade and affiliated parties have filed a definitive proxy statement and are using a GOLD universal proxy card to seek shareholder support for a slate of four director nominees at Cannae Holdings’ 2025 annual meeting of shareholders.
On December 8, 2025, Carronade sent additional materials to Cannae shareholders and distributed them as an exhibit, and also sent an SMS text blast urging investors to vote using the GOLD card. The text message highlights that shareholders have experienced a 60% loss over the past five years while, according to Carronade, Cannae management and directors have paid themselves over $650 million since 2017. Carronade also posted further materials and updates on its campaign website, www.ImproveCannae.com.
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Insights
Activist investor Carronade escalates a proxy fight over Cannae’s board.
Carronade Capital and its affiliates are soliciting votes to elect four director nominees to the board of Cannae Holdings at the 2025 annual meeting. They have filed a definitive proxy statement and are distributing a GOLD universal proxy card, which allows shareholders to mix and match nominees from competing slates on a single card.
The campaign materials emphasize long-term share price underperformance and aggregate compensation to Cannae management and directors of over $650 million since 2017, according to Carronade. This framing is intended to argue that governance and oversight changes at the board level are warranted, but the outcome depends on how shareholders vote at the annual meeting.
On December 8, 2025, Carronade expanded outreach via mailed or furnished materials, an SMS text blast, and added content on www.ImproveCannae.com. Subsequent proxy communications and the final voting results at the 2025 annual meeting will determine whether Carronade’s nominees gain board seats.
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
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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 |
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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 December 8, 2025, Carronade furnished materials to shareholders of the Company, copies of which are attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 2: Also on December 8, 2025, Carronade sent an SMS text message blast to shareholders of the Company:
Carronade reaching out again - While you as a shareholder have endured a 60% loss over the past 5 years, Cannae management and directors have paid themselves over $650 million since 2017. Make your vote count and vote GOLD for change. Call (855) 208-8903 or email info@okapipartners.com today for help voting your shares.
Item 3: Also on December 8, 2025, Carronade posted the following materials and updates to www.ImproveCannae.com:
