Cannae (CNNE) Proxy filing summary

Executive summary

• Strategic priorities set in February 2026: focus the portfolio on sports and entertainment, improve operating performance and transparency, return capital, and continue governance reforms.

• From January 2025 through September 2026, generated ~$793 million from non-core asset sales and redeployed capital into sports and entertainment, including the June 2026 acquisition of Exeter for $26 million (£19.6 million).

• Repurchased $317 million of shares in 2025 and $92 million through September 30, 2026; quarterly dividend rose 25% in August 2025 to $0.15 per share.

Voting matters and shareholder proposals

• Annual meeting is virtual on December 11, 2026; shareholders of record on October 27, 2026 may vote on four director nominees, advisory say-on-pay, and auditor ratification.

• Board recommends FOR all four nominees and FOR say-on-pay and Grant Thornton ratification; director election requires a plurality, while Proposals 2 and 3 require a majority of shares represented and entitled to vote.

• Say-on-pay is advisory; the Board and Compensation Committee will consider the outcome in future compensation decisions.

• Rule 14a-8 proposals and advance-notice nominations for the 2027 annual meeting are due July 2, 2027; universal proxy notices are due October 12, 2027.

Board of directors and corporate governance

• Four independent directors joined in 2025; the Board has 12 directors, 11 deemed independent under NYSE rules, and average tenure of approximately five years.

• Chairman and CEO roles are separate: Doug Ammerman became independent Chairman and Ryan Caswell CEO in May 2025; William Foley continues as Vice Chairman.

• Shareholders approved phased Board declassification in 2025; annual elections began with the 2026 class, with full declassification expected at the 2028 annual meeting.

• Board committees were reconstituted in February 2026; all four new independent directors serve on at least one committee.