Core Viewpoint - The executive order signed by U.S. President Donald Trump aims to increase oversight of the proxy advisory industry, specifically targeting firms like Institutional Shareholder Services (ISS) and Glass Lewis for their influence on corporate governance and potential violations of rules related to environmental and social issues [1][2]. Group 1: Executive Order Details - The order directs the U.S. Securities and Exchange Commission (SEC) and other agencies to review the practices of top proxy advisers regarding their treatment of environmental and social issues [1]. - Agencies such as the Federal Trade Commission and the Labor Department are instructed to consider new regulations in response to the order [1]. Group 2: Industry Response and Background - ISS has stated it will review the executive order and consider steps to mitigate any potential adverse impacts on its clients, emphasizing its commitment to operate ethically and independently [4]. - The order is part of a broader conservative effort to limit the influence of proxy advisory firms, which have been criticized by Republican politicians and business leaders for their significant role in corporate governance decisions [2][3]. Group 3: Historical Context - Previous Republican attempts to restrict proxy advisory firms have faced challenges, including court disputes and pushback from asset managers who value the firms for simplifying complex voting decisions [3]. - The order does not address previous expectations from trade groups regarding restrictions on proxy voting by large funds, indicating a shift in focus [3]. Group 4: Ownership Concerns - The foreign ownership of ISS by Germany's Deutsche Boerse and Glass Lewis by Canadian private equity firm Peloton Capital has been highlighted as a concern, aligning with past Republican criticisms [6].

Core Viewpoint - Egan-Jones Ratings Company, along with ISS and Glass Lewis, recommends Cannae shareholders vote for Carronade's nominees due to Cannae's financial underperformance, misaligned capital allocation, lack of a credible shareholder distribution plan, and governance concerns [1][2][3]. Financial Underperformance - Cannae Holdings has shown persistent operational and financial underperformance, with a total shareholder return (TSR) steadily declining since 2021, underperforming peers and the broader market [3]. - Earnings have sharply deteriorated, indicating the current Board and management's inability to generate sustainable shareholder value [3]. Misaligned Capital Allocation - Cannae's acquisitions and equity investments since 2017 have largely failed to create meaningful value, benefiting Mr. Foley and affiliates instead [3]. - Significant capital was deployed into SPACs that resulted in substantial impairments and losses totaling nearly $912 million, while Mr. Foley personally profited from these investments [4]. 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 [3]. - 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% [3]. Governance Concerns - Cannae faces severe conflicts of interest and "pay-for-failure" practices that reward executives at the expense of shareholders [3]. - 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 [3].

Core Viewpoint - The Board of Directors of Tornado recommends that Securityholders vote FOR the Arrangement Resolution, emphasizing the importance of every vote regardless of the number of Shares or Options held [1] Group 1 - The Board of Directors is actively encouraging Securityholders to participate in the voting process [1] - The recommendation to vote FOR the Arrangement Resolution indicates a strategic decision aimed at aligning shareholder interests [1]

Core Viewpoint - All three leading proxy advisory firms, ISS, Glass Lewis, and Egan-Jones, have recommended that stockholders vote "FOR" Wendy L. Dixon, Ph.D. and Tamara A. Favorito, while advising to "WITHHOLD" votes for dissident nominees Travis Mickle and Arthur Regan, indicating a lack of compelling case for change from the dissident [1][2][4]. Proxy Advisory Recommendations - The Zevra Board of Directors expressed satisfaction with the unanimous endorsement from the proxy advisors, reinforcing their commitment to stockholder value creation under current leadership [2]. - Proxy advisors concluded that the dissident, Mangless, failed to provide sufficient arguments for electing his nominees, lacking a clear strategy to enhance stockholder value [2][5]. Shareholder Returns - Proxy advisors highlighted significant total shareholder returns under Zevra's current management, with ISS noting that the company has outperformed the broader biotech market during McFarlane's tenure as CEO [3][5]. - Egan-Jones emphasized that the past two years have yielded exceptional returns, surpassing both the total market and the S&P Biotech ETF [5]. Concerns About Dissident Nominees - ISS raised concerns about the potential disruption that electing the dissident nominees could cause, particularly highlighting the risks associated with having a former CEO on the board [5]. - Glass Lewis pointed out that Mangless did not present a meaningful alternative strategy for Zevra, lacking a clear plan to improve operational efficacy [5][13]. - Egan-Jones questioned the relevant expertise of Mangless' nominees, suggesting that their backgrounds do not offer meaningful value to Zevra's board [13].