SCHEDULE: Carronade Resubmits Cannae Board Nominees After Meeting Delay

Carronade Capital Management has resubmitted its slate of four director nominees for Cannae Holdings' 2025 annual meeting following a significant delay in the meeting's scheduling.

Summary

• Carronade Capital Management has resubmitted its nomination of four individuals for election to the Board of Directors of Cannae Holdings, Inc. at the 2025 annual meeting of shareholders.
• The nominees are Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto, and Cherie L. Schaible.
• This resubmission was necessitated by Cannae Holdings' announcement on August 26, 2025, that the annual meeting would be held on December 12, 2025.
• The scheduled meeting date is more than 175 days after the anniversary of the 2024 annual meeting, which Carronade deemed a "significant delay."
• Carronade Capital Management, along with its affiliates and Mr. Dan Gropper, beneficially owns 3,189,027 shares of Cannae Holdings common stock, representing approximately 5.9% of the outstanding shares.
• The total outstanding shares of Cannae Holdings are reported as 54,200,000 as of August 29, 2025.

Sentiment

Score: 4

Explanation: The filing indicates a contentious situation due to the significant delay in the annual meeting and the need for an activist investor to resubmit board nominations. While the activist's persistence could be seen positively by some, the underlying delay suggests potential governance issues or resistance from current management, which is generally a negative signal for stability.

Positives

• Carronade Capital Management is actively engaging in corporate governance by nominating directors, potentially enhancing shareholder representation.
• The continued pursuit of board representation by Carronade demonstrates a commitment to influencing the company's direction.

Negatives

• Cannae Holdings significantly delayed its 2025 annual meeting, scheduling it more than 175 days after the anniversary of the previous year's meeting.
• This delay compelled Carronade to resubmit its director nominations, indicating potential friction or procedural challenges in corporate governance.

Risks

• The significant delay in holding the annual meeting could signal underlying corporate governance issues or strategic disagreements within Cannae Holdings.
• Shareholder activism, while potentially beneficial, can also lead to proxy contests and management distractions, impacting operational focus.

Future Outlook

Carronade Capital Management intends to pursue the election of its four nominated directors to the Board of Directors of Cannae Holdings at the upcoming 2025 annual meeting of shareholders, scheduled for December 12, 2025.

Industry Context

This filing highlights ongoing shareholder activism, a common trend where investors seek to influence corporate strategy, governance, or financial performance. Delays in annual meetings can sometimes be a tactic used by incumbent management to manage activist challenges, or they can reflect operational complexities.

Comparison to Industry Standards

• The delay of an annual meeting by "more than 175 days after the anniversary date" is significantly outside typical corporate governance best practices, which generally advocate for consistent and timely shareholder engagement.
• Shareholder groups like Carronade Capital Management, holding a 5.9% stake, are well within the typical range for activist investors to initiate board nominations, similar to actions seen from Starboard Value or Elliott Management in other public companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the delay of the annual meeting and the ongoing efforts of an activist investor to gain board representation, which could lead to changes in company strategy or governance.
• Board of Directors: The current board faces a challenge from Carronade's nominees, potentially leading to a proxy contest and changes in board composition.

Next Steps

• Cannae Holdings will hold its 2025 annual meeting of shareholders on December 12, 2025.
• Shareholders will vote on the election of directors, including the four nominees put forth by Carronade Capital Management.

Key Dates

Recommendation

The filing indicates an ongoing activist situation with Carronade Capital Management seeking board representation, exacerbated by a significant delay in Cannae Holdings' annual meeting. While activist involvement can sometimes unlock shareholder value, the current situation suggests potential governance challenges and uncertainty. An investor would likely hold to observe the outcome of the upcoming annual meeting and the impact of Carronade's nominations before making a definitive buy or sell decision.

Keywords

Cannae Holdings, Carronade Capital Management, Schedule 13D, Director Nomination, Shareholder Activism, Corporate Governance, Annual Meeting Delay, CNNE