Core Viewpoint - Institutional Shareholder Services Inc. (ISS) highlights Cannae Holdings' poor total shareholder return (TSR) and operating performance, emphasizing the need for independent voices on the board to restore effective oversight and governance [1][4][5] Group 1: Recommendations and Voting - ISS and Glass Lewis recommend shareholders vote "FOR" Carronade's nominees: Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Chérie Schaible, while urging to "WITHHOLD" votes on Cannae's nominees [2][5] - Carronade Capital, a significant shareholder, owns approximately 3.2 million shares of Cannae and supports the election of its nominees to enhance board independence [2][3] Group 2: Governance Issues - The board's lack of independence from Bill Foley is identified as a major factor contributing to Cannae's underperformance, with three of the four targeted directors having clear ties to Foley [4][5] - ISS notes that the board has maintained governance policies that disenfranchise shareholders and has only acted to rectify issues under activist pressure [4][5] Group 3: Performance and Strategic Concerns - Cannae's TSR has deteriorated since late 2017, with negative performance compared to peers, and recent strategic transformations have not been well-received by the market [4][5] - The company's net asset value (NAV) per share has declined over 30% from the first sum-of-the-parts (SOTP) disclosure, reflecting deeper issues within the board's independence and decision-making [5][8]
Leading Independent Proxy Advisory Firm ISS Endorses All Four of Carronade's Director Nominees for Election at Cannae's Annual Meeting