Cannae (CNNE) Proxy Filing summary

Executive summary

• Strategic transformation since February 2024 has shifted the portfolio from public to proprietary private investments, aiming for long-term value creation.

• Approximately $520 million (36% of shares) repurchased since January 2024, with 52% repurchased since January 2021, returning significant capital to shareholders.

• Operating costs reduced by eliminating the external management agreement, cutting management fees by 81% and aligning executive compensation with shareholder returns.

• Sale of non-core assets, including Paysafe and System1, to realize a $55 million tax refund in Q2 2026 and provide liquidity for future investments.

• Board and management collectively own over 14% of shares, representing the largest shareholder group.

Voting matters and shareholder proposals

• Shareholders are urged to vote “FOR” only the four nominated directors on the WHITE proxy card at the December 12, 2025 Annual Meeting.

• Carronade’s nominees are criticized for lacking relevant experience and for proposing governance changes that could disrupt board oversight.

• Carronade seeks to control a new Strategic Review Committee, potentially undermining the full Board’s authority.

Board of directors and corporate governance

• Since February 2024, three new independent directors have joined, serving on key committees, and the Board declassification process has begun.

• An independent Chair and new CEO have been appointed to strengthen Board independence and oversight.

• The Board’s unique strength is sourcing proprietary investment opportunities, which could be disrupted by electing Carronade’s nominees.