Cannae Holdings Files 8-K: Bylaws, Shareholder Votes, Exhibits

Ticker: CNNE · Form: 8-K · Filed: Dec 16, 2025 · CIK: 1704720

Sentiment: neutral

Topics: corporate-governance, filing, bylaws

TL;DR

Cannae Holdings filed an 8-K on 12/16 for events on 12/12, covering bylaw changes, shareholder votes, and financial exhibits.

AI Summary

Cannae Holdings, Inc. filed an 8-K on December 16, 2025, reporting events as of December 12, 2025. The filing indicates amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The company is incorporated in Nevada and its fiscal year ends on December 31.

Why It Matters

This 8-K filing signals potential corporate governance changes and the formal submission of important company matters for shareholder review and potential action.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain any immediate negative financial or operational news.

Key Numbers

Key Players & Entities

FAQ

What specific amendments were made to Cannae Holdings, Inc.'s Articles of Incorporation or Bylaws?

The filing does not specify the exact nature of the amendments, only that they were made as of December 12, 2025.

What matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote, but does not detail what those specific matters were.

What financial statements and exhibits are included with this 8-K filing?

The filing states that financial statements and exhibits are included, but does not list their specific contents.

When is Cannae Holdings, Inc.'s fiscal year end?

Cannae Holdings, Inc.'s fiscal year ends on December 31.

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

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

Filing Stats: 996 words · 4 min read · ~3 pages · Grade level 11.4 · Accepted 2025-12-15 19:17:59

Key Financial Figures

Filing Documents

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. On December 12, 2025, Cannae Holdings, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the amendment of the Company's Articles of Incorporation to declassify the Board of Directors (the "Declassification"). On December 15, 2025, the Company filed Amended and Restated Articles of Incorporation (the "Amended Charter") with the Nevada Secretary of State to effect the Declassification. The Board of Directors previously approved the adoption of Amended and Restated Bylaws (the "Amended Bylaws") to reflect the Declassification, subject to shareholder approval of the Declassification. The Declassification will eliminate the classification of the Board of Directors over a three-year period starting in 2026 and result in the annual election of all directors beginning at our 2028 annual meeting of shareholders. At the 2026 annual meeting of shareholders, the Class III directors whose terms expire at such time will be elected to serve a one-year term. At the 2027 annual meeting of shareholders, the Class I directors whose terms expire at such time, as well as the former Class III directors, will be elected to serve a one-year term. At the 2028 annual meeting of shareholders and each annual meeting thereafter, all directors will be elected annually. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended Charter and the Amended Bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On October 30, 2025, the record date for the Annual Meeting, there were 49,965,406 shares of the Company's common stock outstanding with each such share entitled to one vote. The holders of 44,900,862 shares (89.86%) of the Company's common stock were present or represented by proxy during the Annual Meeting. Set forth below are the matters voted upon at the Annual Meeting and the final voting results tabulated by the Company's independent Inspector of Election, First Coast Results, Inc. Proposal 1. Election of Board of Directors Barry B. Moullet, James B. Stallings, Jr., Mona Aboelnaga, and Chrie L. Schaible were elected as directors of the Company for a three-year term expiring at the 2028 annual meeting of shareholders with the following vote: Votes For Votes Withheld Company's Nominees Erika Meinhardt 15,503,321 29,265,153 Barry B. Moullet 25,304,705 19,463,599 James B. Stallings, Jr 26,063,777 18,704,265 Frank P. Willey 16,248,850 28,520,745 Carronade's Nominees Mona Aboelnaga 27,934,508 16,466,379 Benjamin C. Duster, IV 20,514,429 23,888,769 Dennis A. Prieto 19,075,903 25,327,062 Chrie L. Schaible 26,938,446 17,464,114 Proposal 2. Advisory vote on the compensation of the Company's named executive officers The proposal related to the advisory vote on the compensation of the Company's named executive officers was rejected, with the following vote: Votes For Votes Against Abstentions 21,467,005 23,109,186 230,509 Proposal 3. Ratification of Independent Accountants The appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified, with the following vote: Votes For Votes Against Abstentions 43,200,477 555,183 1,145,202 Proposal 4. Amendment to the Company's Articles of Incorporation The amendment to the Company's Articles of Incorporation to declassify the Company's Bo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Amended and Restated Articles of Incorporation of Cannae Holdings, Inc. 3.2 Amended and Restated Bylaws of Cannae Holdings, Inc. 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: December 15, 2025 By: /s/ Michael L. Gravelle Name: Michael L. Gravelle Title: Executive Vice President, General Counsel, and Corporate Secretary

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