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, citing a history of poor performance and governance failures that necessitate the election of independent directors to restore shareholder value [1][2][4]. Group 1: Governance Issues - Cannae's board has been accused of manipulating corporate governance to limit shareholder voting rights and has a history of poor governance practices, including affiliated party transactions and inadequate performance [2][4]. - The board's decision to reincorporate from Delaware to Nevada is viewed as a tactic to deprive shareholders of their voting rights [2]. - Carronade Capital highlights the need for independent directors to ensure accountability and represent shareholder interests effectively [5][12]. Group 2: Performance Metrics - Cannae has delivered a negative total shareholder return of -5.2% since its spin-out in 2017, significantly underperforming compared to its peers and the broader market [8]. - Over the past three years, Cannae has traded at an average discount of -37% to its Net Asset Value (NAV) per share, indicating a lack of investor confidence [8][9]. - The company has consistently underperformed relative to its self-selected proxy peers and the Russell 2000 Index Financials, with returns of -21%, -28%, and -37% over the past 1, 3, and 5 years, respectively [8][9]. Group 3: Proposed Changes - Carronade Capital is nominating four independent candidates for Cannae's board, believing their election could lead to a potential share price increase of over 50% within the next year [7][15]. - The proposed changes include a commitment to return more capital to shareholders, reduce corporate overhead costs, and align management incentives with shareholder interests [15][17]. - Carronade Capital emphasizes the need for a new governance structure, including a refreshed leadership for the Related Person Transaction Committee and the establishment of a Strategic Review Committee [17].