Carronade Capital Files Definitive Proxy Statement for Cannae's 2025 Annual Meeting

Core Viewpoint - Carronade Capital is advocating for significant changes in Cannae Holdings' governance and board composition, emphasizing the need for independent directors to enhance shareholder accountability and restore value [2][3][4]. Group 1: Shareholder Engagement and Accountability - Carronade Capital, a major shareholder of Cannae, has nominated four independent candidates for the board to address perceived governance failures and enhance shareholder value [2][4]. - The current board's actions, including the reincorporation from Delaware to Nevada, are viewed as attempts to manipulate corporate governance and deprive shareholders of their voting rights [3][5]. - Carronade Capital has expressed dissatisfaction with the board's performance, citing a history of poor governance practices and a lack of accountability [6][12]. Group 2: Financial Performance and Value Creation - Cannae has delivered a negative total shareholder return of -5.2% since its spin-off in 2017, significantly underperforming compared to market peers [9][12]. - The company's shares have traded at an average discount of -37% to its Net Asset Value (NAV) over the past three years, indicating a lack of investor confidence [9][12]. - Carronade believes that the election of its nominees could lead to a potential share price upside of over 50% within the next year through strategic initiatives [8][20]. Group 3: Proposed Changes and Initiatives - Carronade Capital proposes a series of initiatives aimed at returning capital to shareholders, reducing costs, and enhancing governance practices [20][21]. - The addition of independent directors is seen as crucial for ensuring accountability and driving necessary changes within the board [18][20]. - Carronade emphasizes the need for a clear investment strategy and timely return of capital to restore credibility and narrow the NAV discount [20][21].