Cannae (CNNE) announces preliminary results of 2025 Annual Meeting of Shareholders

Market Cap: $1 billion | Cannae Holdings, Inc. is a principal investment firm. The firm primarily invests in restaurants, technology enabled healthcare services, financial services and more. 

On March 20, 2025, Carronade Capital Management announced it would nominate four director candidates for election at 2025 Annual Meeting. Carronade criticized Cannae's underperformance and poor governance practices, citing persistent capital allocation issues and misalignment between management and shareholders. The firm proposed reducing overhead costs, improving capital allocation, unlocking portfolio value, and instituting stronger governance to increase shareholder returns by at least 50%. Source

On April 7, 2025, Carronade issued a press release nominating four independent candidates for the Board. Carronade criticizes Cannae's recent actions as insufficient to address chronic underperformance, poor governance, and excessive executive payouts. The firm believes the current Board's behavior undermines shareholder value and that new independent directors are needed to unlock potential and address ongoing issues.

On June 10, 2025, Carronade Capital Management filed proxy materials seeking support for its nominees.

On September 4, 2025, Carronade resubmitted its nomination of Mona Aboelnaga, Benjamin C. Duster IV, Dennis A. Prieto, and Cherie L. Schaible for election to the board at the December 12, 2025 annual meeting, after the Issuer delayed the meeting by more than 175 days past the prior year’s anniversary. Carronade had initially nominated the same slate on December 19, 2024, but was required to renominate under the company’s bylaws due to the delay. Source

On October 24, 2025, Carronade Capital Management filed proxy materials seeking support for its nominees.

On November 10, 2025, Carronade Capital issued an investor presentation and press release urging change at the company.  Carronade criticized years of poor strategic decisions, weak oversight, and excessive insider compensation that led to chronic underperformance and a persistent valuation discount. It nominated four independent directors — Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Cherie Schaible — for election at the December 12, 2025 annual meeting, arguing their addition would restore accountability, improve governance, and unlock shareholder value.

On November 24, 2025, Carronade issued an investor presentation countering Cannae’s claims ahead of the December 12, 2025 annual meeting, arguing the company had chronically underperformed, misrepresented facts, and suffered from severe board-level governance failures. The firm highlighted a 60% five-year shareholder loss, a 50% NAV decline, stock drops after recent earnings calls, and more than $650 million earned by management despite value destruction. Carronade also said Cannae had mischaracterized its board nominees’ qualifications and noted Cannae’s worst-in-class returns versus all peer groups, with directors posting cumulative five-year relative TSRs of –112% to –148%. It urged shareholders to vote for its four nominees on the GOLD proxy card to restore oversight and improve performance.

On November 25, 2025, Carronade issued a press release announcing that Glass Lewis has recommended that shareholders vote “FOR” Carronade nominees, Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Chérie Schaible, and “WITHHOLD” on all four of Cannae’s nominees, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey, on Carronade’s GOLD proxy card in connection with Cannae’s 2025 Annual Meeting of Shareholders to be held on December 12th, 2025.

On November 26, 2025, Carronade said ISS has joined Glass Lewis in backing all four of its director nominees for Cannae’s December 12, 2025 annual meeting, citing Cannae’s weak shareholder returns, failed SPAC investments, persistent governance problems, and the board’s deep ties to Bill Foley. Source

On December 1, 2025, Carronade announced that Egan-Jones cited Cannae’s “Financial Underperformance”, “Misaligned Capital Allocation”, “Lack of Credible Shareholder Distribution Plan” and “Governance Concerns” in Joining ISS and Glass Lewis in Recommending Cannae Shareholders Elect ALL FOUR of Carronade’s Nominees. Source

On December 12, 2025, the company announced the preliminary results of the 2025 Annual Meeting of Shareholders. The preliminary count indicates that Carronade Capital’s nominees Mona Aboelnaga Kanaan and Chérie Lindsey were elected, while two incumbents from Cannae’s slate (James B. Stallings Jr. and Barry B. Moullet) also won seats, meaning Carronade secured two of the four contested positions. Additionally, the Company’s shareholders approved the proposals to declassify the Board and to ratify the appointment of Cannae’s auditor. The Company’s shareholders did not approve the advisory vote on the compensation of the Company’s named executive officers or a shareholder proposal on engaging an investment banker.