Cannae (CNNE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 12, 2025, with virtual participation and pre-registration required.

• Board recommends voting for four incumbent director nominees, approval of executive compensation, ratification of Grant Thornton as auditor, declassification of the board, and against a shareholder proposal to engage an investment banker.

• Proxy contest with Carronade Capital Management, which has nominated four alternative directors; board urges use of the universal WHITE proxy card for voting.

• Significant capital returned to shareholders through repurchases and dividends, portfolio rebalancing, and new investments in private companies.

• Transitioned from external to internal management, reducing costs and aligning incentives.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class II directors for three-year terms; board recommends Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey.

• Proposal 2: Advisory vote to approve 2024 executive compensation (Say-on-Pay); board recommends approval.

• Proposal 3: Ratify Grant Thornton LLP as independent auditor for 2025; board recommends approval.

• Proposal 4: Amend and restate articles to declassify the board, moving to annual director elections by 2028; board recommends approval.

• Proposal 5: Shareholder proposal to engage an investment banker; board recommends voting against.

Board of directors and corporate governance

• Board has 12 members, 10 of whom are independent; recent refreshment added three independent directors since 2024.

• Board leadership separated between Chairman, Vice Chairman, and Lead Independent Director.

• Committees: Audit, Compensation, Corporate Governance and Nominating, and Related Person Transaction, all fully independent.

• Board declassification proposed for phased implementation starting 2026.

• Robust stock ownership guidelines and ongoing shareholder engagement.