Cannae Holdings Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
$CNNE
Restaurants
Consumer Discretionary
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
On March 17, 2025, Cannae Holdings, Inc. (“Cannae”, the “Company”, or “our”) entered into a three-year employment agreement with Peter T. Sadowski, our Executive Vice President and Chief Legal Officer, (the "Chief Legal Officer Employment Agreement") and an amended and restated employment agreement with William P. Foley II, our Chairman, Chief Executive Officer and Chief Investment Officer (the "Chief Executive Officer Employment Agreement").
The Chief Legal Officer Employment Agreement is effective as of March 17, 2025 and contains a provision for automatic one-year extensions each year following the effective date and continuing thereafter unless the Company provides timely notice that the term should not be extended. Pursuant to the terms of the Chief Legal Officer Employment Agreement, Mr. Sadowski's minimum annual salary is $30,000. Mr. Sadowski is also eligible for an annual discretionary incentive bonus and participation in the Company's equity incentive plans, as determined by the Compensation Committee of the Company's board of directors (the “Board”). Mr. Sadowski and his eligible dependents are entitled and shall be eligible to medical and other insurance coverage we provide to our other top executives as a group.
The Chief Executive Officer Employment Agreement is effective as of March 17, 2025 and amends and restates Mr. Foley's previous employment agreement dated February 26, 2024. The primary change to the agreement is a new provision which provides that if Mr. Foley terminates his employment for Good Reason (as defined in the Chief Executive Officer Employment Agreement), the Company shall purchase half of Mr. Foley's then owned shares of common stock of the Company for a price equal to the greater of (i) $19.50 per share or (ii) 20% greater than the closing price of the Company's common stock on the date of such termination of employment.
The foregoing descriptions of the Chief Legal Officer Employment Agreement and amendments to the Chief Executive Officer Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Chief Legal Officer Employment Agreement and Chief Executive Officer Employment Agreement, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.
| Item 8.01. | Other Items. | |||||||
On March 14, 2025, the Compensation Committee and Related Person Transaction Committee of the Company's Board of Directors approved a change to the terms of the equity incentive awards granted to each of the directors of our Board of Directors which provides that the outstanding and unvested restricted stock and equity incentive awards will become immediately vested if any director is not reelected by a vote of the Company's shareholders.
The Company sent a letter dated March 17, 2025 to our Board of Directors notifying the directors of this change to their unvested restricted stock awards, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01. | Financial Statements and Exhibits. | |||||||
(d) Exhibits
| Exhibit | Description | |||||||||||||
| 10.1 | ||||||||||||||
| 10.2 | ||||||||||||||
| 10.3 | ||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cannae Holdings, Inc. | |||||||||||||||||
| Date: | March 17, 2025 | By: | /s/ Michael L. Gravelle | ||||||||||||||
| Name: | Michael L. Gravelle | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||