ISS and Glass Lewis released proxy recommendations on November 26, 2025 that urge Cannae Holdings shareholders to vote for Carronade Capital’s four director nominees—Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Chérie Schaible—and to withhold votes for Cannae’s own slate of Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey. The recommendations were issued in GlobeNewswire releases dated November 27, 2025, but the disclosure itself occurred the day before the company’s December 12 annual meeting.
Cannae’s stock has fallen 25.5 % over the past year and 18.9 % year‑to‑date, a decline that has eroded shareholder return and contributed to a 60 % loss for investors over five years. The company has been pursuing a strategic transformation that shifts its portfolio from public equities to proprietary private investments and has emphasized capital returns through share repurchases and dividends. Despite these efforts, the proxy advisers argue that the company’s operating performance has deteriorated, citing margin compression and revenue shortfalls in key segments such as its Restaurant Group, Dun & Bradstreet, and Alight businesses.
Governance concerns are central to the proxy contest. ISS and Glass Lewis have highlighted a “clear lack of independence” from Bill Foley, the company’s largest shareholder and a key board member, and have described the board as a “byzantine network of interlinked directors.” The advisers argue that this concentration of influence undermines effective oversight and has contributed to the company’s underperformance. Carronade Capital has amplified these concerns, asserting that governance failures have “destroyed shareholder value.”
Cannae’s management counters the criticism by pointing to its ongoing transformation and capital‑return strategy. The company maintains that its shift toward private investments is already underway and that the board has been working to reduce the discount to net asset value. Management has highlighted recent share buybacks and dividend payments as evidence of its commitment to returning value to shareholders, suggesting that the board changes advocated by Carronade are unnecessary and misaligned with the company’s long‑term strategy.
Financially, Cannae reported a third‑quarter loss of $1.25 per share versus an expected $0.29, a miss driven by revenue shortfalls and margin compression. Revenue for the quarter fell slightly below expectations, reflecting weaker demand in the Restaurant Group and pressure on the Dun & Bradstreet segment. The loss underscores the challenges the company faces in executing its transformation while maintaining profitability. The proxy recommendations therefore signal a potential shift in governance that could influence how Cannae navigates its strategic pivot and addresses its financial headwinds.
The proxy contest is likely to intensify scrutiny of Cannae’s board composition and governance practices. A successful vote for Carronade’s nominees could bring new oversight and potentially alter the company’s strategic direction, while a defeat would reinforce the current board’s mandate to continue its transformation agenda. Investors will be watching the December 12 vote closely, as the outcome could reshape Cannae’s governance structure and its approach to capital allocation.
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