Cannae Holdings Files 8-K on Security Holder Rights

Ticker: CNNE · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1704720

Sentiment: neutral

Topics: corporate-governance, shareholder-vote, bylaws

Related Tickers: CNNE

TL;DR

Cannae Holdings filed an 8-K, changes to security holder rights and bylaws voted on June 19th.

AI Summary

Cannae Holdings, Inc. filed an 8-K on June 20, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing indicates that matters were submitted to a vote of security holders on June 19, 2024. The company is incorporated in Nevada and its principal executive offices are located in Las Vegas.

Why It Matters

This filing signals potential changes in the rights of Cannae Holdings' security holders and amendments to corporate governance documents, which could impact investor decisions.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can introduce uncertainty and potential shifts in corporate control or shareholder influence.

Key Players & Entities

FAQ

What specific modifications were made to the rights of security holders?

The filing indicates 'Material Modifications to Rights of Security Holders' as an item, but the specific details of these modifications are not provided in the provided text.

What amendments were made to the Articles of Incorporation or Bylaws?

The filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, but the specific content of these amendments is not detailed in the provided text.

What matters were submitted to a vote of security holders?

The filing states that 'Submission of Matters to a Vote of Security Holders' occurred on June 19, 2024, but the specific matters voted upon are not detailed in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on June 19, 2024.

What is the principal executive office address for Cannae Holdings, Inc.?

The principal executive offices for Cannae Holdings, Inc. are located at 1701 Village Center Circle, Las Vegas, Nevada 89134.

Filing Stats: 1,463 words · 6 min read · ~5 pages · Grade level 12.1 · Accepted 2024-06-20 16:32:19

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Shareholders

Item 3.03 Material Modification to Rights of Shareholders. On June 19, 2024, at the Annual Meeting of Shareholders (the "Annual Meeting"), the stockholders of Cannae Holdings, Inc. (the "Company") approved the proposed redomestication of the Company from the State of Delaware to the State of Nevada (the "Redomestication") by means of a plan of conversion (the "Plan of Conversion"), as described in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 26, 2024, as supplemented by the Company's Additional Definitive Materials filed with the Securities and Exchange Commission on May 10, 2024 and May 24, 2024 (together, the "Proxy Statement"). Pursuant to the Plan of Conversion, the Company effected the Redomestication on June 20, 2024 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Secretary of State of the State of Nevada, and (iii) articles of incorporation with the Secretary of State of the State of Nevada (the "Nevada Charter"). The Company also adopted new bylaws (the "Nevada Bylaws") to reflect the Redomestication. At the effective time of the Redomestication: The Company's domicile changed from the State of Delaware to the State of Nevada. The affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company's existing certificate of incorporation and bylaws, and instead, became governed by the Nevada Revised Statutes, the Nevada Charter and the Nevada Bylaws. The Company continues to be the same entity and continues with all of the same rights, privileges and powers. The Company continues to have the same name, possesses all of the same properties, continues with all of the same debts, liabilities and obligations, and continues with the same officers and directors as immediately prior to the Redomestication. Each outstanding share of common stock of

03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders As of April 22, 2024, the record date for the Annual Meeting, 63,922,438 shares of common stock of the Company were outstanding and entitled to vote. A quorum of shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set out below: 1. To elect three Class I directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal. FOR WITHHELD BROKER NON-VOTES William P. Foley, II 44,423,737 10,010,988 4,649,379 Douglas K. Ammerman 47,903,176 6,531,549 4,649,379 Frank R. Martire 43,669,198 10,765,527 4,649,379 Directors whose term of office as a director continued after the meeting are as follows: Class II (term expires at the 2025 Annual Meeting of Shareholders) : Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., Frank P. Willey Class III (term expires at the 2026 Annual Meeting of Shareholders) : Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan 2. To approve the redomestication of the Company from the State of Delaware to the State of Nevada by conversion. FOR AGAINST ABSTAIN BROKER NON-VOTES 34,333,641 19,942,445 158,639 4,649,379 Proposal 2 regarding the redomestication of the Company to the State of Nevada by conversion received the affirmative vote of a majority of the shares of the Company's outstanding common stock entitled to vote thereon, and therefore was approved by our shareholders. 3. To approve an amendment and restatement of the Cannae Holdings, Inc. Amended and Restated 2017 Omnibus Incentive Plan. FOR AGAINST ABSTAIN BROKER NON-VOTES 52,285,765 2,098,273 50,687 4,649,379 4. To approve a non-binding advisory resolution on the compensation paid to our named executive officers. FOR AGAINST ABSTAIN BROKER NON-VOTES

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 Plan of Conversion 3.1 Articles of Incorporation of Cannae Holdings, Inc. 3.2 Bylaws of Cannae Holdings, Inc. 10.1 Amended and Restated 2017 Omnibus Incentive Plan 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CANNAE HOLDINGS, INC. Date: June 20, 2024 By: /s/ Michael L. Gravelle Name Michael L. Gravelle Title Executive Vice President, General Counsel, and Corporate Secretary

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