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
Date of Report (date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(Commission File Number)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |||||||
(Addresses of Principal Executive Offices)
(702 ) 323-7330
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N/A
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
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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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events | |||||||
On December 12, 2025, Cannae Holdings, Inc., issued a press release concerning its 2025 Annual Meeting of Shareholders. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits | |||||||
(d) Exhibits
| Exhibit | Description | |||||||||||||
| 99.1 | ||||||||||||||
| 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: | December 12, 2025 | By: | /s/ Michael L. Gravelle | ||||||||||||||
| Name: | Michael L. Gravelle | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||
Exhibit 99.1
Cannae Announces Preliminary Results of 2025 Annual Meeting of Shareholders
LAS VEGAS--(BUSINESS WIRE)—December 12, 2025—Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”) today announced the preliminary results of the Company’s 2025 Annual Meeting of Shareholders. Based on estimates by the Company’s proxy solicitor, Cannae’s shareholders are expected to elect James B. Stallings, Jr., Barry B. Moullet, Mona Aboelnaga and Chérie L. Schaible, to the Company’s Board of Directors (“Board”). The Board thanks Erika Meinhardt and Frank P. Willey for their exceptional contributions to Cannae.
Doug Ammerman, Cannae’s Chairman of the Board, commented, “We appreciate our shareholders’ continued support of Cannae and our strategy to deliver long-term shareholder value, and the constructive feedback that we received throughout this process. We remain committed to increasing our share price and closing the discount to NAV. On behalf of our Board, I would like to thank Erika and Frank for their leadership. I would also like to welcome Mona and Chérie to the Board, and I look forward to working with them to drive shareholder value.”
Additionally, the Company’s shareholders approved the proposals to declassify the Board and to ratify the appointment of Cannae’s auditor. The Company’s shareholders did not approve the advisory vote on the compensation of the Company’s named executive officers or a shareholder proposal on engaging an investment banker.
The results announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. The final certified results are expected to be provided in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”).
Forward-Looking Statements and Risk Factors
This communication includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business, strategic plans, future performance, return of capital, and the impact of our actions on shareholder value, and commitments outlined in this communication or elsewhere. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. We expect that certain disclosures made in this communication may be updated or revised in the future as the quality and completeness of our data and methodologies continue to improve. Important factors that could cause actual results to differ materially from expectations are described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or
otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors, except where we are expressly required to do so by law.
About Cannae Holdings, Inc.
We primarily acquire interests in operating companies and are actively engaged in managing and operating a core group of those companies. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business, and we have no preset time constraints dictating when we sell or dispose of our businesses. For more information, see cannaeholdings.com.
Company contact: Jamie Lillis, Managing Director, Solebury Strategic Communications, 203-428- 3223, jlillis@soleburystrat.com
Source: Cannae Holdings, Inc.