Core Viewpoint - Egan-Jones, along with ISS and Glass Lewis, recommends Cannae shareholders elect all four nominees from Carronade Capital due to Cannae's financial underperformance, misaligned capital allocation, lack of a credible shareholder distribution plan, and governance concerns [1][2]. Financial Underperformance - Cannae Holdings has shown persistent operational and financial underperformance, with a total shareholder return (TSR) that has steadily declined since 2021, underperforming both peers and the broader market [2][7]. - Earnings have deteriorated sharply, indicating the current Board and management's inability to generate sustainable shareholder value [2]. Misaligned Capital Allocation - Most of Cannae's acquisitions and equity investments since 2017 have failed to create meaningful value, while the management has personally benefited from these investments [2][7]. - Significant capital was deployed into SPACs that resulted in substantial impairments and losses totaling nearly $912 million, with the long-time executive Mr. Foley benefiting personally from these structures [7]. Lack of Credible Shareholder Distribution Plan - Proceeds from major asset sales, such as Dun & Bradstreet, have not been returned to shareholders, and there is no clear framework for distribution [2][7]. - Previous proceeds funded Mr. Foley's failed SPACs, undermining investor confidence and contributing to a discount to net asset value (NAV) estimated at over 30% [2][7]. Governance Concerns - Cannae faces severe conflicts of interest and "pay-for-failure" practices that reward executives at the expense of shareholders [2]. - The entanglements between Mr. Foley, the directors, and the companies receiving capital from Cannae highlight a lack of confidence in management's ability to generate value [2][7].
Clean Sweep for Carronade as All Three Leading Independent Proxy Advisory Firms Recommend Cannae Shareholders Vote “FOR” All Carronade Nominees on GOLD Proxy Card