SCHEDULE: Carronade Nominees Elected to Cannae Holdings Board

Activist investor Carronade Capital successfully elected two of its nominees to Cannae Holdings' Board of Directors, signaling a mandate for corporate governance changes and value creation.

Summary

• Carronade Capital Management, LP and its affiliates, along with Dan Gropper, collectively beneficially own 3,262,648 shares of Cannae Holdings, Inc. common stock, representing approximately 6.8% of the outstanding shares.
• At Cannae's 2025 Annual Meeting of Shareholders on December 12, 2025, Carronade's director nominees, Mona Aboelnaga and Cherie L. Schaible, were elected to the Issuer's board of directors.
• The elected Carronade nominees received more votes than the Company's two elected nominees.
• Shareholders also rejected the Company's 'Say on Pay' proposal, indicating dissatisfaction with executive compensation.
• Cannae has committed to address issues such as increasing capital return to shareholders, de-staggering the Board, and portfolio reallocation.
• Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto, and Cherie L. Schaible are no longer members of the Schedule 13D group and ceased to be Reporting Persons upon the filing of this amendment.
• The remaining Reporting Persons (Carronade entities and Dan Gropper) entered into a Joint Filing Agreement on December 16, 2025.

Sentiment

Score: 8

Explanation: The sentiment is highly positive for Carronade Capital and its supporters, as they successfully achieved their primary objectives of electing independent directors and influencing corporate governance. The company's commitments to address shareholder concerns further bolster this positive outlook for potential value creation.

Positives

• Carronade Capital successfully elected two of its independent director nominees, Mona Aboelnaga and Cherie L. Schaible, to Cannae's Board of Directors, demonstrating significant shareholder support.
• The elected Carronade nominees received more votes than the company's own nominees, highlighting a strong shareholder mandate for change.
• Cannae has committed to addressing key shareholder concerns, including increasing capital return, de-staggering the Board, and portfolio reallocation.
• The new independent directors are prepared to work constructively to enhance corporate governance, improve capital allocation, and drive value creation.

Negatives

• Cannae shareholders rejected the Company's 'Say on Pay' proposal, sending a strong message regarding dissatisfaction with director and management compensation practices.

Risks

• Carronade Capital Management is in the business of trading securities and intends to continue trading in Cannae's securities, meaning its beneficial ownership and economic interest may vary over time.
• Carronade reserves the right to change its opinions and intentions regarding its investment in Cannae and disclaims any obligation to notify the market of such changes, except as required by law.
• Forward-looking statements made by Carronade are subject to various risks and uncertainties that could cause actual results to differ materially from expectations.

Future Outlook

Carronade Capital expects its newly elected directors, Mona Aboelnaga and Cherie L. Schaible, to work collaboratively with Cannae's incumbent directors and senior management to enhance corporate governance, improve capital allocation priorities, restore accountability, and identify opportunities for meaningful value creation. Cannae has committed to addressing issues such as increasing capital return, de-staggering the Board, and portfolio reallocation.

Management Comments

• "Today's successful result is a testament to shareholders' desire for meaningful change at Cannae and a win for all Cannae shareholders."
• "As a result of our engagement, Cannae has committed to address many of the issues at the center of our case for change, including increasing capital return to shareholders, de-staggering the Board and portfolio reallocation."
• "The election of two new, truly independent directors – Mona Aboelnaga and Cherie Schaible – is significant and, we believe, can serve as a positive turning point for Cannae."
• "It is also telling that Cannae shareholders voted to reject the Company's Say on Pay proposal, sending another strong message to the Company that the continued unjust enrichment of its directors and management must cease."
• "Shareholders have provided a mandate for real change, and we hope Cannae takes this opportunity to re-evaluate its committee structure, include independent voices when evaluating transactions and have discussions directly with shareholders to solicit feedback which Carronade intends to continue providing."

Industry Context

This filing highlights a successful activist investor campaign, a growing trend where institutional investors actively seek to influence corporate strategy and governance to unlock shareholder value. The election of independent directors and the rejection of a 'Say on Pay' proposal reflect a broader industry push for increased accountability, transparency, and alignment of management incentives with shareholder interests. Such outcomes often lead to enhanced scrutiny of capital allocation and strategic direction within the targeted company.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Positive impact due to increased independent representation on the board, commitment to enhanced capital return, and improved corporate governance, potentially leading to long-term value creation.
• Management: Increased scrutiny and accountability from the newly constituted board and shareholders, particularly regarding capital allocation and executive compensation.
• Board of Directors: Integration of new independent directors will likely lead to shifts in board dynamics, committee structures, and strategic discussions.

Next Steps

• Mona Aboelnaga and Cherie L. Schaible will begin working collaboratively with Cannae's incumbent directors and senior management.
• Cannae is expected to re-evaluate its committee structure and include independent voices in evaluating transactions.
• Cannae is expected to engage directly with shareholders to solicit feedback.
• Final voting results of Cannae's 2025 Annual Meeting will be published by the Company once certified by the inspector of elections.

Key Dates

Recommendation

The successful election of activist nominees to the board, coupled with the company's commitment to address key shareholder concerns like capital return and governance improvements, suggests a positive catalyst for the stock. The rejection of 'Say on Pay' further reinforces a shareholder-friendly shift. These changes are likely to unlock value and improve long-term performance, making it an attractive 'buy' for investors seeking a turnaround or improved corporate stewardship.

Keywords

Cannae Holdings, Carronade Capital, Schedule 13D, Shareholder Activism, Corporate Governance, Board Election, Say on Pay, Capital Allocation, Value Creation, CNNE