\nCannae Holdings, Inc. (NYSE: CNNE) (\u201cCannae\u201d) today reminded shareholders to protect the value of their investment by voting ahead of the 2025 Annual Meeting of Shareholders (the \u201cAnnual Meeting\u201d), which will be held on December 12, 2025. All Cannae shareholders of record as of the close of business on October 30, 2025, will be entitled to vote at the Annual Meeting.<\/p>\n
We<\/b>urge you to vote \u201cFOR\u201d ONLY Cannae\u2019s four highly qualified director nominees, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey, on the WHITE proxy card.<\/b><\/p>\n
\nCannae\u2019s Board of Directors also issued the following letter to shareholders.<\/p>\n
Dear Fellow Shareholder,<\/b><\/p>\n
\nOver the past 21 months, Cannae has executed a focused transformation to build durable, long-term value. We strengthened independent oversight and sharpened capital discipline by appointing an independent Chairman<\/b>, refreshing our Board with three new independent directors<\/b>, initiating Board declassificatio<\/b>n, strengthening pay-for-performance<\/b> alignment, expanding independent oversight <\/b>on our Corporate Governance and Nominating Committee and Related Person Transaction Committee, and internalizing the management structure<\/b>, which reduced costs by 81% to better align incentives with shareholders.<\/p>\n
Why Your Vote Matters Now<\/b>: Carronade Capital, a hedge fund focused on distressed debt, is seeking to replace four of Cannae\u2019s highly qualified, independent directors with a slate whose experience is concentrated primarily in distressed debt and restructuring. This campaign threatens to derail Cannae\u2019s focus on delivering long-term value by imposing a short-term agenda (a spin-off of our public holdings). The Carronade nominees\u2019 experience is irrelevant not just to Cannae, which is not distressed or in need of restructuring, but to its portfolio companies as well. The Carronade nominees do not have the needed operational experience to guide our investments and portfolio companies. Cannae is focused on optimizing returns and driving operational improvements at its investments \u2013 a strategy that requires direct industry and operational experience, disciplined capital allocation, and robust governance. We believe our four nominees, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey, bring the right mix of experience in portfolio management, operations, technology\/cyber, legal and risk management, and governance to oversee our strategy.<\/b><\/p>\n
We urge you to vote \u201cFOR\u201d ONLY Cannae\u2019s four highly qualified director nominees, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey, on the WHITE proxy card. <\/b>We detail below how Cannae\u2019s director nominees are far superior to Carronade\u2019s candidates.<\/p>\n
Why Cannae\u2019s Nominees are the Right Fit<\/b><\/p>\n
\nSince February 2024, Cannae has thoughtfully refreshed your Board with the right mix of skills to oversee our complex investment portfolio. Our refreshment process focused on having the optimal balance of:<\/p>\n
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- Investment acumen<\/b> to source and manage proprietary private investments\n<\/li>\n
- Operational leadership<\/b> to guide portfolio companies and optimize performance\n<\/li>\n
- Governance and risk oversight<\/b> to protect shareholder interests\n<\/li>\n<\/ul>\n
\nAs part of this refreshment, the Board appointed three highly qualified independent directors \u2014 Douglas Ammerman, William Royan, and Woodrow Tyler \u2014 who bring deep investment management, corporate governance, and financial oversight experience.<\/p>\n
\nThese actions demonstrate our commitment to transparency, accountability, and responsiveness to shareholder feedback. Cannae\u2019s governance profile is stronger than ever \u2014 and designed to support long-term value creation.<\/p>\n
\nAt this year\u2019s annual meeting, four fit-for-purpose Board nominees are up for reelection<\/b>. Their backgrounds and experiences provide effective oversight and guidance for Cannae\u2019s strategy.<\/p>\n
James Stallings, Jr. \u2013 Technology & Cybersecurity Leadership
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<\/b>Mr. Stallings\u2019 career covers the full spectrum of the technology sector in which we invest. Mr. Stallings brings extensive entrepreneurial and investment experience, including expertise in technology, data, and cyber risk oversight, to Cannae and its investment process and portfolio.<\/p>\n- \n
- \nManaging Partner at PS27 Ventures, a technology-focused investment fund where he has been directly involved in starting dozens of new ventures in B2B software, fintech, healthtech, e-commerce and climatetech solutions<\/p>\n<\/li>\n
- \nFounded E House, a consumer technology company<\/p>\n<\/li>\n
- \nSignificant public company leadership experience from his 20+ years at IBM Corporation (NYSE: IBM), including:<\/p>\n
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- \nGeneral Manager of several major lines of business, including the company’s $25 billion global hardware sales division, its $7 billion Linux software business, and its intellectual property division, which held 39,000 patents<\/p>\n<\/li>\n<\/ul>\n<\/li>\n
- \nStrong governance experience, including as a director at:<\/p>\n
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- \nFidelity National Information Services, Inc. (NYSE: FIS) since 2013, where he serves on the Compensation Committee and Corporate Governance and Nominating Committee and has overseen significant M&A transactions<\/p>\n<\/li>\n
- \nUGI Corporation (NYSE: UGI); 2015-2023; served as Compensation Committee Chair<\/p>\n<\/li>\n<\/ul>\n<\/li>\n
- \nMr. Stallings\u2019 experience is directly relevant to Cannae\u2019s investment process and portfolio.<\/p>\n<\/li>\n<\/ul>\n
Barry Moullet \u2013 Foodservice, Supply Chain and Consumer Platform Expertise
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<\/b>Mr. Moullet\u2019s deep hands-on operational leadership within the foodservice industry provides expertise in cost management, resilience, and service levels across restaurant and consumer goods businesses.<\/p>\n- \n
- \nSignificant executive leadership experience in the foodservice industry, including:<\/p>\n
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- \nChief Supply Chain Officer, Focus Brands Inc.<\/p>\n<\/li>\n
- \nChief Supply Chain Officer and Chief Development Officer, Darden Restaurants, Inc., where he oversaw multi-billion dollar budgets<\/p>\n<\/li>\n
- \nVice President of Purchasing, Restaurant Services Inc.<\/p>\n<\/li>\n
- \nVice President of Purchasing, Kentucky Fried Chicken<\/p>\n<\/li>\n<\/ul>\n<\/li>\n
- \nSince 2012, Mr. Moullet has been the principal of BBM Executive Insights, a consulting firm specializing in optimizing supply chain management for foodservice clients.<\/p>\n<\/li>\n
- \nMr. Moullet\u2019s experience is directly relevant to Cannae\u2019s restaurant and consumer goods businesses.<\/p>\n<\/li>\n<\/ul>\n
Erika Meinhardt \u2013 Operational Leadership & Strategic Execution
\n
<\/b>Ms. Meinhard brings more than three decades leading complex businesses. She helped drive Fidelity National Financial\u2019s (\u201cFNF\u201d) (NYSE: FNF) transformation into the largest U.S. title insurance underwriter, generating significant value for shareholders.<\/p>\n- \n
- \nStrong track record managing and growing complex business organizations, evidenced by FNF\u2019s success under her leadership:<\/p>\n
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- \nFNF Title maintained adjusted margins ~71% higher than competitors (17.4% vs. 10.1% competitor average) in Ms. Meinhardt\u2019s last five years at FNF<\/p>\n<\/li>\n<\/ul>\n<\/li>\n
- \nSignificant public company operations and leadership experience from her 20+ years at FNF, including roles as Executive Vice President, President of National Agency Operations (National Title Group), and National Agency Operations Manager.<\/p>\n<\/li>\n
- \nMs. Meinhardt\u2019s experience is directly relevant to Cannae\u2019s portfolio company sourcing and operations.<\/p>\n<\/li>\n<\/ul>\n
Frank Willey \u2013 Legal, Risk Management and Governance Expertise
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<\/b>Mr. Willey is a former public company general counsel and experienced independent director with strengths in leadership, mergers and acquisitions, compliance, risk management and governance.<\/p>\n- \n
- \nSignificant public company mergers and acquisitions, legal, and leadership experience, including as:<\/p>\n
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- \nVice Chairman, President and General Counsel of FNF, the largest title insurance underwriter in the United States<\/p>\n<\/li>\n
- \nVice President and General Counsel of Land Resources Corporation (AMEX: LRC)<\/p>\n<\/li>\n
- \nDirector of Fisher Communications, Inc. (Nasdaq: FSCI)<\/p>\n<\/li>\n<\/ul>\n<\/li>\n
- \nStrong governance and leadership experience at companies relevant to our portfolio holdings, including service as an independent director of Penny Mac Investment Trust (NYSE: PMT) and Vice Chairman of Carl Karcher Enterprises, Inc., (NYSE: CKR), an international restaurant chain<\/p>\n<\/li>\n
- \nHe currently serves as the Executive Vice Chairman and Audit Committee Chair of Commercial Bank of California<\/p>\n<\/li>\n
- \nMr. Willey\u2019s experience is directly relevant to oversee strategy while navigating Cannae\u2019s complex regulatory environment<\/p>\n<\/li>\n<\/ul>\n
Bottom line<\/b>: This slate aligns directly with Cannae\u2019s strategy and risk profile, enhancing oversight of capital allocation, operations, technology\/cyber and governance.<\/p>\n
Our Directors Have the Critical Expertise that Carronade\u2019s Directors Lack<\/b><\/p>\n
\nNone of Carronade\u2019s nominees have experience in areas critical to oversee our portfolio. The dissident nominees bring a narrow specialization in distressed debt and restructuring, which is irrelevant to Cannae\u2019s growth strategy and permanent capital model. Carronade\u2019s nominees also have limited public company experience. These backgrounds are not suited to long-term value creation.<\/p>\n
Dennis Prieto<\/b><\/p>\n
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- \nNo public company leadership or board experience<\/p>\n<\/li>\n
- \nCareer focused on distressed debt and restructuring at Aurelius Capital \u2014 irrelevant to Cannae\u2019s permanent capital model<\/p>\n<\/li>\n
- \nSignificant professional overlap with Carronade\u2019s principal, raising concerns about independence and alignment with all shareholders<\/p>\n<\/li>\n<\/ul>\n
Mona Aboelnaga Kanaan<\/b><\/p>\n
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- \nNo relevant sector expertise \u2014 generalist investment background<\/p>\n<\/li>\n
- \nPoor track record: CEO of Proctor Investment Management, which closed after failing to generate significant revenue<\/p>\n<\/li>\n
- \nServed as director at Perpetual Limited and Webster Financial, which underperformed benchmarks by 97 and 69 percentage points, respectively<\/p>\n<\/li>\n<\/ul>\n
Benjamin Duster<\/b><\/p>\n
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- \nNo public company executive leadership experience, and history of short-term board stints (12+ boards in 15 years)<\/p>\n<\/li>\n
- \nServed on Republic First Bancorp, which filed for bankruptcy and whose bank subsidiary was seized by regulators<\/p>\n<\/li>\n
- \nUndisclosed professional connection to fellow nominee Mona Aboelnaga as senior advisors at a restructuring advisory firm<\/p>\n<\/li>\n<\/ul>\n
Ch\u00e9rie Schaible<\/b><\/p>\n
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- \nNo public company board or leadership experience<\/p>\n<\/li>\n
- \nLimited legal background primarily at private companies \u2014 no industry relevance to Cannae\u2019s portfolio<\/p>\n<\/li>\n
- \nConnections to restructuring networks further underscore a skillset misaligned with Cannae\u2019s growth strategy<\/p>\n<\/li>\n<\/ul>\n
Bottom line<\/b>: Given Cannae\u2019s strategy and capital position, Carronade\u2019s nominees would diminish the Board\u2019s breadth in areas central to our plan and increase execution risk at a critical time. Electing them would be disruptive to your Board, undermine our progress, and jeopardize long-term shareholder value.<\/b><\/p>\n
Vote the WHITE Proxy Card TODAY \u201cFOR\u201d ONLY Cannae\u2019s Four Nominees<\/b><\/p>\n
The choice<\/b>: Preserve a skills-balanced, independent Board aligned with Cannae\u2019s strategy or adopt a slate misaligned with Cannae\u2019s needs and long-term strategy.<\/p>\n
To sustain momentum and protect your investment, vote the WHITE proxy card today \u201cFOR\u201d ONLY Cannae\u2019s highly qualified and experienced director nominees:<\/b><\/p>\n
Erika Meinhardt | Barry B. Moullet | James B. Stallings, Jr. | Frank P. Willey<\/b><\/p>\n
\nThank you for your continued support.<\/p>\n
\nSincerely,<\/p>\n
\nThe Cannae Board of Directors<\/p>\n
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\n \n \u00a0<\/b><\/p>\n
If you have any questions or require any assistance with voting your shares, please contact Cannae\u2019s proxy solicitor:<\/p>\n
<\/b>Innisfree M&A Incorporated<\/p>\n
\n501 Madison Avenue, 20th floor<\/p>\n
\nNew York, New York 10022<\/p>\n
\nShareholders may call toll free: (877) 750-0637<\/p>\n
\nBanks and Brokers may call collect: (212) 750-5833<\/p>\n
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Forward-Looking Statements and Risk Factors<\/b><\/p>\n
\nThis communication includes forward-looking statements within the meaning of the \u201csafe harbor\u201d provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business, strategic plans, future performance, return of capital, and the impact of our actions on shareholder value, and commitments outlined in this communication or elsewhere. These statements can be identified by words such as \u201canticipates,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cseeks,\u201d \u201cbelieves,\u201d \u201cestimates,\u201d \u201cexpects,\u201d and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. We expect that certain disclosures made in this communication may be updated or revised in the future as the quality and completeness of our data and methodologies continue to improve. Important factors that could cause actual results to differ materially from expectations are described under the heading \u201cRisk Factors\u201d in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission (the \u201cSEC\u201d). Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors, except where we are expressly required to do so by law.<\/p>\n
Important Additional Information and Where to Find It<\/b><\/p>\n
\nCannae Holdings, Inc. (the \u201cCompany\u201d) has filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies from the Company\u2019s shareholders for the Company\u2019s 2025 annual meeting of shareholders. THE COMPANY\u2019S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY\u2019S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement, and other documents that the Company files with the SEC at no charge from the SEC\u2019s website at www.sec.gov<\/a>. <\/a>Copies will also be available at no charge by clicking the \u201cSEC Filings\u201d link in the \u201cFinancials\u201d section of the Company\u2019s website at https:\/\/www.cannaeholdings.com\/financial-information\/sec-filings<\/a>.<\/a><\/p>\n
<\/p>\n
- \nSignificant public company mergers and acquisitions, legal, and leadership experience, including as:<\/p>\n
- \nStrong track record managing and growing complex business organizations, evidenced by FNF\u2019s success under her leadership:<\/p>\n
- \nSignificant executive leadership experience in the foodservice industry, including:<\/p>\n
- Operational leadership<\/b> to guide portfolio companies and optimize performance\n<\/li>\n