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    SEC Form DEFA14A filed by Cannae Holdings Inc.

    11/20/25 11:09:48 AM ET
    $CNNE
    Restaurants
    Consumer Discretionary
    Get the next $CNNE alert in real time by email
    DEFA14A 1 d63342ddefa14a.htm DEFA14A DEFA14A

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 14A

    Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934

    Filed by the Registrant ☒

    Filed by a Party other than the Registrant ☐

    Check the appropriate box:

     

    ☐

    Preliminary Proxy Statement

     

    ☐

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

     

    ☐

    Definitive Proxy Statement

     

    ☒

    Definitive Additional Materials

     

    ☐

    Soliciting Material under §240.14a-12

    Cannae Holdings, Inc.

    (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Payment of Filing Fee (Check all boxes that apply):

     

    ☒

    No fee required

     

    ☐

    Fee paid previously with preliminary materials

     

    ☐

    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


    Setting the Record Straight Vote FOR Cannae’s four Directors on the WHITE proxy card. November 20, 2025


    Carronade is attempting to take credit for Cannae’s existing strategic plan Carronade offers no original ideas, only a demand that Cannae continue the strategy we announced in February 2024 – long before Carronade purchased its first shares of Cannae – and which has already delivered cost reductions, capital returns, and governance enhancements. Source: Carronade investor presentation Already executed ü Terminated external management agreement in Feb 2024, reducing ongoing management fees by 81% ü Shifted majority of executive compensation to restricted stock to directly align incentives with shareholder returns ü Sold ~$1.1 billion in public investments over the last 21 months to transform portfolio ü Returned >$540 million to shareholders since Feb 2024 via tender offer, buybacks, and dividends ü Appointed 3 new independent directors since 2024, who serve on key oversight committees ü Initiated the process to declassify the Board, subject to shareholder approval Cannae’s transformation has driven strong operating performance, capital returns, and governance enhancements, laying the groundwork for long-term value creation CANNAE HOLDINGS INVESTOR PRESENTATION | 1


    Carronade’s governance arguments are contradicted by their own data Source: Carronade investor presentation Carronade’s false narrative: “No refreshment” Accurate math undermines Carronade’s claims – Contrary to Carronade’s claims, we have added 4 new Claim: Claim: directors in the last 5 years, representing 33% of the Board. Consequently, its assertion that 10 of 12 directors have served for over 5 years is incorrect and misleading Carronade’s own data supports Cannae’s This data argues for supporting the Board fit-for-purpose Board: – Carronade’s own analysis inadvertently validates our Board’s quality: 8 directors possess public board experience outside of Directors with Board roles in Directors deemed the “Foley entities”, and 10 meet the independence standards public, non-Foley Entities: independent by the NYSE: of the NYSE 8 10 Cannae maintains a highly independent, fit-for-purpose Board with extensive public company leadership experience CANNAE HOLDINGS INVESTOR PRESENTATION | 2 Carronade footnote 1: Excludes directors who serves as a director at predecessor companies FNF/FNFV


    Carronade ignores our governance evolution ü Appoints new Lead Independent Director ü Establishes independent committees: – Audit, ü Establishes Related Person Transaction Committee – Compensation, and ü Formalizes oversight of ESG, ü Appoints Independent Chair and new CEO – Nominating/Governance cybersecurity, and human capital risks ü Transitions Mr. Foley to Vice Chair Cannae spins off as ü Expands size of Related Person ü Appoints Lead Independent Director an independent Transaction Committee to 4 to strengthen independent oversight public company ü Board supports declassification process Establishing the foundation Maturation and oversight Strengthening independence 2017 2018 2019 2020 2021 2022 2023 2024 2025 Board expands to 11 directors with Board appoints new director, Board expands to 9 directors with the addition of Mark Linehan, a seasoned the additions of: Doug Ammerman, a highly-qualified Initial Board consists real estate executive (CEO of Wynmark)ü Barry Moullet, an accomplished financial and audit expert of 6 directors restaurant and foodservice leader Board expands to 8 directors with the additions of: Board expands to 12 directors with the additions of: to guide our restaurant holdings ü Richard Massey, a successful investor with strong ü William Royan, a proven investor with strong which face lasting operational governance experience (former Head of financial experience challenges stemming from the 1 Governance & Relationship Investing at OTTP ) ü Erika Meinhardt, our first female director, a proven pandemic ü Woodrow Tyler, a successful portfolio manager operational executive ü David Aung, a proven investment (CIO, Detroit Police & Fire Pension) professional Cannae’s governance structure has consistently evolved and matured since 2017. We wanted Carronade to be part of this evolution via settlement and director appointments. They refused. CANNAE HOLDINGS INVESTOR PRESENTATION | 3 1: Ontario Teachers’ Pension Plan


    Carronade’s demands would disrupt our progress, putting shareholder value at risk Carronade jeopardizes shareholders’ future • Carronade’s criticisms are backward-looking and ignore the significant structural and long-tailed initiatives the Board began implementing in February 2024 • Carronade’s demands to spin our public holdings ignore critical consequences directly risking shareholder value by, 1) eliminating significant tax-loss benefits, 2) restricting liquidity, and 3) increasing risk for shareholders, as such a distribution would put downward pressure on these stocks as investors attempt to liquidate their positions • Carronade’s nominees are unqualified – their backgrounds reveal a bias for short-term tactics, not long-term strategy: o Their experience is in distressed debt and restructuring, and they are now trying to use that same playbook here—demanding spin-offs for short-term gains instead of helping to build long-term value o They lack the essential skills needed in business building and corporate governance to provide effective oversight of our portfolio: Dennis Prieto Mona Aboelnaga Benjamin Duster Chérie Schaible O No public company leadership O No public company leadership or O No relevant sector expertise —O No public company board or experience — history of short-term board experience generalist investment background leadership experience board stints (12 boards in 15 years) O Career focused on distressed debt O Poor track record, including a failed O Served as director at Republic First O Limited legal background at private and restructuring at Aurelius Capital CEO role and Board service at Bancorp when it was seized by companies — no industry relevance – irrelevant to Cannae’s permanent companies that significantly regulators and filed for bankruptcy to Cannae’s portfolio capital model underperformed benchmarks O Significant professional overlap with O Serves alongside Ben Duster as O Serves alongside Mona Aboelnaga as O Connections to restructuring Carronade’s principal, raising senior advisors at Jon F. Weber & senior advisors at Jon F. Weber & networks aligned with Carronade, concerns about independence and Co., which focuses on restructuring Co., which focuses on restructuring but misaligned with Cannae’s needs alignment with all shareholders matters matters CANNAE HOLDINGS INVESTOR PRESENTATION | 4 Inappropriately Unqualified Interconnected


    Carronade relies on arbitrary upside multiples, factually incorrect data, and double-counting Carronade footnote: “Optimize Tax Loss” is a potential 1. Carronade’s corporate overhead plan ignores the 1 upside of selling ALIT, SST, and PSFE instead of spinning significant progress we’ve already made to optimize our them and carrying capital losses back to offset DAY gains expense base. It also assumes the conversion of the Source: Carronade investor presentation remaining Trasimene termination fees into a one-time share grant – something Cannae does not have the authority to unilaterally alter 2. Carronade’s only new idea amounts to spinning out our 2 public holdings – a woefully inefficient tax strategy – which, by Carronade’s own math, would also have the smallest economic impact of all their purported “key initiatives” 5 4 3. A durable 12% increase in market cap from electing 3 Carronade’s nominees is not an economically-grounded 3 2 analysis 1 4. Achieving PE NAV Support requires deep operational 4 expertise in our specific sectors (Sports, Tech, Restaurants); none of Carronade’s nominees have relevant experience to drive valuation growth in our Carronade’s only “novel” idea – spinning off the public stakes of our portfolio portfolio companies – would provide less value than the plan we are executing Additional Carronade footnotes: Source: Bloomberg, Company Filings and Carronade analysis as of 10/31/2025. 5. Carronade’s valuation bridge adds value for both Align Incentives assumes overhead cost savings (CNNE cash compensation plus Stock Based Compensation) targeting 1.5% of NAV and then capitalized at the current 5 Discount/Overhead Cost multiple and assumes conversion of remaining Trasimene termination fees into a one-time share grant to management. Detail provided on page 64. “spinning public stakes and Optimizing Tax Losses Spin Public Stakes assumes spin out of 100% of shares in ALIT, SST and PSFE to shareholders. Detail provided on page 65. via sale – a mathematical impossibility Improved Governance assumes investor confidence partially rebuilt as new strategy and increased Board accountability reduce NAV discount on remaining assets to -15%. Detail Provided on page 66. PE NAV Support assumes exit of small minority positions in CSI and Amerilife at GAV and re-marking BFKE to 3.0x LQA sales, all assuming NOLs can offset gains. CANNAE HOLDINGS INVESTOR PRESENTATION | 5 Confidence Rebuilt assumes NAV discount on remaining assets to -10%.


    Carronade’s compensation & fee analysis is misleading Carronade’s analysis ignores key facts to reach conclusions Source: Carronade investor presentation – ISIP, MIP, and external management fees have all been terminated and have no impact on our cost structure moving Carronade ignores that ISIP and MIP, which were performance-based compensation forward on historical investment gains, account for over $330 million in payments – Trasimene’s carry was laddered – paying out below market (15%) for gains less 1 than 2.0 MOIC , and at market (20%) on the portion of gains above 2.0 MOIC – Carronade ignores the fact that fully half of all management fees paid – ISIP and MIP – could only have become payable only if Cannae shareholders realized gains CANNAE HOLDINGS INVESTOR PRESENTATION | 6 1: Multiple on invested capital


    Carronade miscalculates mark-to-market returns Source: Carronade investor presentation Miscalculating mark-to-market returns does not make Carronade’s error the new reality – Carronade compares realized returns with unrealized holdings, and deducts ISIP and MIP payments, then excludes over $700 million of Gross Fair Value to falsely arrive at its conclusion that Cannae has performed poorly – Additionally, Cannae has recovered more than 2.7x its original investment in Amerilife and holds equity of ~$90 million CANNAE HOLDINGS INVESTOR PRESENTATION | 7


    FORWARD-LOOKING STATEMENT This communication contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, beliefs, plans, intentions, or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management, including statements about our buyback program, the impact of our actions on shareholder value and net asset value, and our ability to implement our plans. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Except as required by applicable law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward-looking statements are subject to include, but are not limited to: risks associated with our ability to successfully operate businesses outside our traditional areas of focus; changes in general economic, business and political conditions, including among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions; risks associated with the Investment Company Act of 1940; risks associated with our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; risks related to the externalization of certain of our management functions to an external manager, and risks associated with being the subject of a proxy contest. This presentation should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Cannae Holdings, Inc.’s (“Cannae”) Forms 10-Q, 10-K and other filings with the Securities and Exchange Commission (the “SEC”). Statements and case studies contained herein relate to (i) Fidelity National Financial, Inc. (“FNF”), (ii) Fidelity National Information Services, Inc. (“FIS”), (iii) Alight, Inc. (“ALIT”) (iv) Paysafe Limited (“PSFE”), (v) Dayforce, Inc. (“DAY”), (vi) Dun & Bradstreet Holdings, Inc. (“DNB”), (vii) System1, Inc. (“SST”), (viii) F&G Annuities & Life, Inc. (“F&G” or “FG”), and/or (ix) Black Knight Football Club US, LP (“BKFC”, or “Black Knight Football”), and/or (x) the historical performance of certain securities noted throughout this document as some of these securities are no longer available for purchase. An investment in Cannae is not an investment in any of these securities. The historical stock price performance of these securities is not necessarily indicative of future performance of Cannae. Past stock price performance and rate of return of common stock of Cannae may not be indicative of future performance.


    IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT Cannae 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 Cannae’s shareholders for Cannae’s 2025 annual meeting of shareholders. CANNAE’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ CANNAE’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY 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 Cannae files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of Cannae’s website at https://www.cannaeholdings.com/financial-information/sec-filings.

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