Cannae Holdings Urges FOR Directors Vote
Ticker: CNNE · Form: DEFA14A · Filed: Nov 20, 2025 · CIK: 1704720
Sentiment: bullish
Topics: proxy-statement, shareholder-vote, director-election
TL;DR
Vote FOR Cannae's 4 directors on the WHITE card - they're setting the record straight.
AI Summary
Cannae Holdings, Inc. filed a Definitive Additional Materials proxy statement on November 20, 2025, related to its upcoming shareholder meeting. The filing urges shareholders to vote FOR Cannae's four directors using the WHITE proxy card, indicating a contested or important vote is approaching. The company aims to 'set the record straight' in this filing.
Why It Matters
This filing signals an upcoming shareholder vote where the company is actively soliciting support for its nominated directors, suggesting potential board changes or a defense against a dissident shareholder group.
Risk Assessment
Risk Level: medium — The filing indicates a potential proxy contest or significant shareholder action, requiring careful attention from investors.
Key Players & Entities
- Cannae Holdings, Inc. (company) — Registrant
- November 20, 2025 (date) — Filing Date
- WHITE proxy card (document) — Voting Material
FAQ
What is the purpose of this DEFA14A filing?
The purpose is to provide Definitive Additional Materials to shareholders, urging them to vote FOR Cannae's four directors on the WHITE proxy card and to 'set the record straight'.
When was this filing made?
This filing was made on November 20, 2025.
What action is Cannae Holdings asking shareholders to take?
Cannae Holdings is asking shareholders to vote FOR its four Directors on the WHITE proxy card.
What does the phrase 'Setting the Record Straight' imply?
This phrase suggests that the company believes there is misinformation or a need to clarify its position or actions to shareholders, likely in the context of an upcoming vote or shareholder dispute.
What is the filing form type?
The filing form type is DEFA14A, specifically marked as Definitive Additional Materials.
Filing Stats: 2,273 words · 9 min read · ~8 pages · Grade level 20 · Accepted 2025-11-20 11:09:48
Key Financial Figures
- $1.1 billion — centives with shareholder returns Sold ~$1.1 billion in public investments over the last 21
- $540 million — months to transform portfolio Returned >$540 million to shareholders since Feb 2024 via tend
- $330 million — ical investment gains, account for over $330 million in payments – Trasimene's carry was lad
- $700 million — IP and MIP payments, then excludes over $700 million of Gross Fair Value to falsely arrive a
- $90 million — tment in Amerilife and holds equity of ~$90 million CANNAE HOLDINGS INVESTOR PRESENTATION |
Filing Documents
- d63342ddefa14a.htm (DEFA14A) — 25KB
- g63342txp10g1.jpg (GRAPHIC) — 223KB
- g63342txp1g1.jpg (GRAPHIC) — 131KB
- g63342txp2g1.jpg (GRAPHIC) — 433KB
- g63342txp3g1.jpg (GRAPHIC) — 347KB
- g63342txp4g1.jpg (GRAPHIC) — 471KB
- g63342txp5g1.jpg (GRAPHIC) — 484KB
- g63342txp6g1.jpg (GRAPHIC) — 511KB
- g63342txp7g1.jpg (GRAPHIC) — 304KB
- g63342txp8g1.jpg (GRAPHIC) — 460KB
- g63342txp9g1.jpg (GRAPHIC) — 517KB
- 0001193125-25-289110.txt ( ) — 5376KB
From the Filing
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 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) (Name of Person(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 Setting the Record Straight Vote FOR Cannae's four Directors on the WHITE proxy card. November 20, 2025 Carronade is attempting to take credit for Cannae's existing strategic plan Carronade offers no original ideas, only a demand that Cannae continue the strategy we announced in February 2024 – long before Carronade purchased its first shares of Cannae – and which has already delivered cost reductions, capital returns, and governance enhancements. Source: Carronade investor presentation Already executed Terminated external management agreement in Feb 2024, reducing ongoing management fees by 81% Shifted majority of executive compensation to restricted stock to directly align incentives with shareholder returns Sold ~$1.1 billion in public investments over the last 21 months to transform portfolio Returned >$540 million to shareholders since Feb 2024 via tender offer, buybacks, and dividends Appointed 3 new independent directors since 2024, who serve on key oversight committees Initiated the process to declassify the Board, subject to shareholder approval Cannae's transformation has driven strong operating performance, capital returns, and governance enhancements, laying the groundwork for long-term value creation CANNAE HOLDINGS INVESTOR PRESENTATION | 1 Carronade's governance arguments are contradicted by their own data Source: Carronade investor presentation Carronade's false narrative: "No refreshment" Accurate math undermines Carronade's claims – Contrary to Carronade's claims, we have added 4 new Claim: Claim: directors in the last 5 years, representing 33% of the Board. Consequently, its assertion that 10 of 12 directors have served for over 5 years is incorrect and misleading Carronade's own data supports Cannae's This data argues for supporting the Board fit-for-purpose Board: – Carronade's own analysis inadvertently validates our Board's quality: 8 directors possess public board experience outside of Directors with Board roles in Directors deemed the "Foley entities", and 10 meet the independence standards public, non-Foley Entities: independent by the NYSE: of the NYSE 8 10 Cannae maintains a highly independent, fit-for-purpose Board with extensive public company leadership experience CANNAE HOLDINGS INVESTOR PRESENTATION | 2 Carronade footnote 1: Excludes directors who serves as a director at predecessor companies FNF/FNFV Carronade ignores our governance evolution Appoints new Lead Independent Director Establishes independent committees: – Audit, Establishes Related Person Transaction Committee – Compensation, and Formalizes oversight of ESG, Appoints Independent Chair and new CEO – Nominating/Governance cybersecurity, and human capital risks Transitions Mr. Foley to Vice Chair Cannae spins off as Expands size of Related Person Appoints Lead Independent Director an independent Transaction Committee to 4 to strengthen independent oversight public company Board supports declassification process Establishing the foundation Maturation and oversight Strengthening independence 2017 2018 2019 2020 2021 2022 2023 2024 2025 Board expands to 11 directors with Board appoints new director, Board expands to 9 directors with the addition of Mark Linehan, a seasoned the additions of: Doug Ammerman, a highly-qualified Initial Board consists real estate executive (CEO of Wynmark) Barry Moullet, an accomplished financial and audit expert of 6 directors restaurant and foodservice leader Board expands to 8 directors with the additions of: Board expands to 12 directors with the additions of: to guide our restaurant holdings Richard Massey, a successful investor with strong William Royan, a proven investor with strong which face lasting operational governance experience (former Head of financial experience challenges stemming from the 1 Governance & Relationship Investing at OTTP ) Erika Meinhardt, our first female director, a proven pandemic Woodrow Tyler, a successful portfolio manager operational executive David Aung, a proven investment (CIO, Detroit Police & Fire Pension) professional Cannae's governance structure has consistently evolved and matured since 2017. We wanted Carronade to be pa