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CANNAE HOLDINGS, INC.

1701 VILLAGE CENTER CIRCLE

LAS VEGAS, NEVADA 89134

APRIL 30, 2019

Dear Shareholder:

On behalf of the board of directors, I cordially invite you to attend the annual meeting of the shareholders of Cannae Holdings, Inc. The meeting will be held on June 19, 2019 at 10:00 a.m., Pacific Time, in the Board Room at 1701 Village Center Circle, Las Vegas, Nevada 89134. The formal Notice of Annual Meeting and Proxy Statement for this meeting are attached to this letter.

The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including:

·  Who can vote; and

·  The different methods you can use to vote, including the telephone, Internet and traditional paper proxy card.

Whether or not you plan to attend the annual meeting, please vote by one of these outlined methods to ensure that your shares are represented and voted in accordance with your wishes.

On behalf of the board of directors, I thank you for your cooperation.

Sincerely,

Brent B. Bickett
President

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NOTICE OF ANNUAL · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

MEETING OF SHAREHOLDERS

To the Shareholders of Cannae Holdings, Inc.:

Notice is hereby given that the 2019 Annual Meeting of Shareholders of Cannae Holdings, Inc. will be held on June 19, 2019 at 10:00 a.m., Pacific Time, in the Board Room at 1701 Village Center Circle, Las Vegas, Nevada 89134 in order to:

1.   Elect three Class II directors to serve until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal;

2.   Approve a non binding advisory resolution on the compensation paid to our named executive officers; and

3.   Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2019 fiscal year.

At the meeting, we will also transact such other business as may properly come before the meeting or any adjournment thereof.

The board of directors set April 22, 2019 as the record date for the meeting. This means that owners of our common stock at the close of business on that date are entitled to:

·         Receive notice of the meeting; and

·         Vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the annual meeting in person. However, even if you plan to attend the annual meeting in person, please read these proxy materials

and cast your vote on the matters that will be presented at the annual meeting. You may vote your shares through the Internet, by telephone, or by mailing the enclosed proxy card. Instructions for our registered shareholders are described under the question “How do I vote?” on page 3 of the proxy statement.

Sincerely,

Michael L. Gravelle

Corporate Secretary

Las Vegas, Nevada

April 30, 2019

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

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TABLE OF CONTENTS · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

1

General Information About the Company

3

General Information About the Annual Meeting

7

Corporate Governance and Related Matters

16

Certain Information About Our Directors

22

Proposal No.1: Election of Directors

23

Certain Information About Our Executive Officers

24

Compensation Discussion and Analysis

39

Executive Compensation

48

Proposal No. 2: Advisory Vote on Executive Compensation

49

Proposal No. 3: Ratification of the Independent Registered Accounting Firm

50

Security Ownership of Certain Beneficial Owners, Directors and Executive Officers

53

Certain Relationships and Related Transactions

60

Shareholder Proposals

60

Other Matters

61

Available Information

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PROXY STATEMENT · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

The enclosed proxy is solicited by the board of directors, or the board, of Cannae Holdings, Inc., or Cannae or the Company, for use at the Annual Meeting of Shareholders to be held on June 19, 2019 at 10:00 a.m., Pacific Time, or at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held in the Board Room at 1701 Village Center Circle, Las Vegas, Nevada 89134.

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about April 30, 2019 to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 1701 Village Center Circle, Las Vegas, Nevada 89134, and its telephone number at that address is (702) 323-7330.

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GENERAL INFORMATION

ABOUT THE COMPANY · · · · · · · · · ·  · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

We are a holding company engaged in actively managing and operating a group of companies and investments with a net asset value of approximately $1.2 billion as of March 31, 2019. Our business consists of managing and operating majority-owned subsidiaries, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. Our primary investments include our ownership interests in Ceridian HCM Holding, Inc. (Ceridian) and The Dun & Bradstreet Corporation (D&B), and our majority equity ownership stakes in American Blue Ribbon Holdings, LLC (ABRH), 99 Restaurants Holdings, LLC (99 Restaurants) and T-System Holdings, LLC (T-System), and various other controlled portfolio companies and minority equity and debt investments.

Separation from Fidelity National Financial. Our business includes many of the businesses that formerly made up the Fidelity National Financial Ventures Group, or FNFV Group, of our former parent Fidelity National Financial, Inc., or FNF. On November 17, 2017, FNF redeemed each outstanding share of its FNFV Group common stock for one share of our common stock, with cash in lieu of fractional shares. We refer to this redemption as the Split-Off. In connection with the Split-Off, FNF contributed to us its majority and minority equity investment stakes in the entities that composed its FNFV Group, including ABRH, Ceridian, T-System, and various other controlled portfolio companies and other minority equity investments. As a result of the Split-Off, Cannae is an independent publicly traded company. On November 20, 2017, Cannae common stock began trading on The New York Stock Exchange under the “CNNE” stock symbol.

SIGNIFICANT TRANSACTIONS.

Ceridian IPO. On April 26, 2018, Ceridian closed an initial public offering (IPO) of 24,150,000 shares of common stock. Based on the three-day volume weighted average of Ceridian’s post-

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IPO closing stock prices ($29.90), our 37,135,921 share investment in Ceridian was worth $1.1 billion at the time of the IPO, representing an increase in the value of our Ceridian investment of $693.9 million (including gains related to certain Ceridian shares acquired through a private placement). We retained the majority of our investment in Ceridian following its IPO, and the value of our investment has increased since the IPO. On November 16, 2018, we completed the sale of 4,396,694 shares of Ceridian common stock as part of an underwritten secondary public offering at a price of $36.00 per share resulting in net proceeds of $152.5 million. We sold these shares to partially fund our acquisition of D&B in February 2019. As of March 31, 2019, our retained investment in Ceridian was worth $1.7 billion based on a closing price of $51.30, representing an increase in the value of our Ceridian investment of over $1.4 billion, after factoring in the proceeds from the secondary offering.

LifeWorks Transaction. LifeWorks, a former minority-owned subsidiary of Ceridian, was distributed pro-rata to Ceridian shareholders contemporaneously with the Ceridian IPO. On July 27, 2018, LifeWorks was sold to Morneau Shepell, Inc. for $325.0 million. Cannae’s cash proceeds for its equity interest in LifeWorks were $56.2 million. We recorded a gain of $24.0 million on the sale which is included in Realized gains (losses), net on the Consolidated and Combined Statements of Operations for the year ended December 31, 2018.

Restaurant Group. On November 6, 2018, we completed a restructuring of our Restaurant Group whereby (1) 99 Holdings assumed all obligations outstanding under our intercompany notes with ABRH, (2) we exchanged $100 million of this debt for a direct 66.7% equity interest in 99 Holdings thereby leaving 99 Holdings with approximately $33 million of indebtedness under such notes, and (3) we were paid a facilitation fee in the form of additional equity interests in ABRH. Following the restructuring, we now own 65.4% of ABRH on a direct basis and 88.5% of 99 Holdings on a direct and indirect basis.

The Dun & Bradstreet Corporation. On August 8, 2018, we entered into an agreement to partner with an investment consortium (the Consortium) including CC Capital Partners LLC and Thomas H. Lee Partners L.P., along with other investors, to acquire D&B. Contemporaneously, D&B entered into an Agreement and Plan of Merger (the Merger Agreement) by and between D&B, Star Parent, L.P. (Star Parent), and Star Merger Sub, Inc. (Merger Sub), pursuant to which Merger Sub would merge with and into D&B (the Merger), with D&B surviving the Merger as a wholly owned subsidiary of Star. In connection with the Merger, Cannae committed to purchase $900 million of common equity of Star Parent, subject to the right to syndicate sales to other investors. On February 8, 2019, the Merger closed and D&B shareholders received $145.00 in cash for each share of D&B common stock held. Of Cannae’s $900.0 million commitment, we funded and retained a $505.6 million investment in Star Parent and were issued limited partner interests in Star Parent representing approximately 24.5% of the outstanding common equity of Star Parent, and equity interests in the general partner of Star Parent, Star Parent GP Holdings, LLC. We syndicated the remainder of our equity commitment to other investors.

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GENERAL INFORMATION

ABOUT THE ANNUAL MEETING · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

Your shares can be voted at the annual meeting only if you vote by proxy or if you are present and vote in person. Even if you expect to attend the annual meeting, please vote by proxy to assure that your shares will be represented.

WHY DID I RECEIVE THIS PROXY STATEMENT?

The board is soliciting your proxy to vote at the annual meeting because you were a holder of our common stock at the close of business on April 22, 2019, which we refer to as the record date, and therefore you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting, and the voting process, as well as information about the Company’s directors and executive officers.

WHO IS ENTITLED TO VOTE?

All record holders of our common stock as of the close of business on April 22, 2019 are entitled to vote. As of the close of business on that day, 72,223,692 shares of common stock were issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the annual meeting.

If you hold your common shares through a broker, bank or other nominee, you are considered a “beneficial owner,” and you will receive separate instructions from the nominee describing how to vote your shares. As the beneficial owner, you have the right to direct your nominee on how to vote your shares. Beneficial owners may also vote their shares in person at the annual meeting after first obtaining a legal proxy from their nominees by following the instructions provided by their nominees, and presenting the legal proxy to the election inspectors at the annual meeting.

WHAT SHARES ARE COVERED BY THE PROXY CARD?

The proxy card covers all shares of our common stock held by you of record (i.e., shares registered in your name).

HOW DO I VOTE?

You may vote using any of the following methods:

·        In person at the annual meeting.

All shareholders may vote in person at the annual meeting by bringing the enclosed proxy card or proof of identification, but if you are a beneficial owner (as opposed to a record holder), you must obtain a legal proxy from your broker, bank or nominee and present it to the inspectors at the annual meeting with your ballot when you vote at the meeting; or

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·  By proxy. There are three ways to vote by proxy:

·  By mail, using the enclosed proxy card and return envelope;

·  By telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card; or

·  By the Internet, using a unique password printed on your proxy card and following the instructions on the proxy card.

Even if you expect to attend the annual meeting, please vote by proxy to assure that your shares will be represented.

WHAT DOES IT MEAN TO VOTE BY PROXY?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our President, Chief Financial Officer and Corporate Secretary, and each of them, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the board for such proposal.

ON WHAT AM I VOTING?

You will be asked to consider three proposals at the annual meeting.

·                   Proposal No.1 asks you to elect three Class II directors to serve until the 2022 Annual Meeting of Shareholders.

·                   Proposal No. 2 asks you to approve, on a non-binding advisory basis, the compensation paid to our named executive officers in 2018, which we refer to as the say-on-pay vote.

·                   Proposal No. 3 asks you to ratify the appointment of Deloitte & Touche LLP, or Deloitte, as our independent registered public accounting firm for the 2019 fiscal year.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THESE PROPOSALS?

The board recommends that you vote “FOR” each of Proposals 1 through 3.

WHAT HAPPENS IF OTHER MATTERS ARE RAISED AT THE MEETING?

Although we are not aware of any matters to be presented at the annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the annual meeting in accordance with the procedures specified in our certificate of incorporation and bylaws, all proxies given to the proxy holders will be voted in accordance with their best judgment.

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WHAT IF I SUBMIT A PROXY AND LATER CHANGE MY MIND?

If you have submitted your proxy and later wish to revoke it, you may do so by doing one of the following: giving written notice to the Corporate Secretary prior to the annual meeting; submitting another proxy bearing a later date (in any of the permitted forms) prior to the annual meeting; or casting a ballot in person at the annual meeting.

WHO WILL COUNT THE VOTES?

Broadridge Investor Communications Services will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.

HOW MANY VOTES MUST EACH PROPOSAL RECEIVE TO BE ADOPTED?

The following votes must be received:

·    For Proposal No. 1 regarding the election of directors, a plurality of votes of our common stock cast is required to elect a director. This means that the three people receiving the largest number of votes cast by the shares entitled to vote at the annual meeting will be elected as directors. Abstentions and broker non votes, as discussed below, will have no effect.

·    For Proposal No. 2 regarding a non binding advisory vote on the compensation paid to our named executive officers, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote would be required for approval. Even though your vote is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding the compensation paid to our named executive officers. Abstentions will have the effect of a vote against this proposal and broker non votes will have no effect.

·    For Proposal No. 3 regarding the ratification of the appointment of Deloitte, under Delaware law, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote would be required for approval. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions.

WHAT CONSTITUTES A QUORUM?

A quorum is present if a majority of the outstanding shares of our common stock entitled to vote at the annual meeting are present in person or represented by proxy. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

WHAT ARE BROKER NON-VOTES? IF I DO NOT VOTE, WILL MY BROKER VOTE FOR ME?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the Securities and Exchange Commission and the rules promulgated by the New York Stock Exchange thereunder.

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The Company believes that all the proposals to be voted on at the annual meeting, except for Proposal 3 regarding the appointment of Deloitte as our independent registered public accounting firm, are not “routine” matters. On non-routine matters, such as Proposals No.1 and 2, nominees cannot vote unless they receive voting instructions from beneficial owners. Please be sure to give specific voting instructions to your nominee so that your vote can be counted.

WHAT EFFECT DOES AN ABSTENTION HAVE?

With respect to Proposal No. 1, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. With respect to Proposals 2 and 3, abstentions will have the effect of a vote against such proposals pursuant to our bylaws and Delaware law, which require that a proposal receive the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote.

WHO PAYS THE COST OF SOLICITING PROXIES?

We pay the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, facsimile transmission or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of our common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of $9,000 plus reimbursement of expenses.

WHAT IF I SHARE A HOUSEHOLD WITH ANOTHER SHAREHOLDER?

We have adopted a procedure approved by the Securities and Exchange Commission, called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Annual Report and Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are a shareholder who resides in the same household with another shareholder, or if you hold more than one account registered in your name at the same address, and wish to receive a separate proxy statement and annual report or notice of internet availability of proxy materials for each account, please contact, Broadridge, toll free at 1-866-540-7095. You may also write to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. We hereby undertake to deliver promptly upon written or oral request, a separate copy of the Annual Report to Shareholders, or this Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered.

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CORPORATE GOVERNANCE

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HIGHLIGHTS · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

Our board is focused on good governance practices, which promote the long-term interests of our shareholders and support accountability of our board of directors and management. Our board of directors has implemented the following measures to improve our overall governance practices. See “Corporate Governance and Related Matters” below for more detail on our governance practices.

·         Annual performance evaluations of the board of directors and committees

·         Robust stock ownership guidelines for our executive officers and directors

·         Clawback policy

·         Shareholders may act by written consent

·         Independent audit, compensation and corporate governance and nominating committees

·         No supermajority voting requirement for shareholders to act

CORPORATE GOVERNANCE

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AND RELATED MATTERS· · · · · · · · · ·· · · · · · · · · ·· · · · · · · · · ·· · · · · · · · · ·· · · · · · · ·

CORPORATE GOVERNANCE GUIDELINES

Our corporate governance guidelines provide, along with the charters of the committees of the board of directors, a framework for the functioning of the board of directors and its committees and to establish a common set of expectations as to how the board of directors should perform its functions. The Corporate Governance Guidelines address a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board of directors, President and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The board reviewed our corporate governance guidelines in February 2019 and approved changes relating to the factors our board will consider in selecting nominees for director to clarify that the board will consider all aspects of diversity (including diversity of age, gender, nationality, race, ethnicity and sexual orientation). A copy of our Corporate Governance Guidelines is available for review on the Investor Relations page of our website at www.cannaeholdings.com.

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CODE OF ETHICS AND BUSINESS CONDUCT

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our President, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics were adopted to reinforce our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under Securities and Exchange Commission and/or New York Stock Exchange rules. We intend to disclose any such amendment or waiver by posting it on the Investor Relations page of our website at www.cannaeholdings.com.

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on the Investor Relations page of our website at www.cannaeholdings.com.

CORPORATE RESPONSIBILITY

Cannae believes in the importance of volunteerism and philanthropy as ways of strengthening and engaging local communities. Our business consists of managing and operating majority-owned subsidiaries, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. In order to maximize the value of each of these diverse assets, our management team takes an individualized approach with each subsidiary and portfolio investment. Similarly, we encourage our subsidiaries and portfolio investments to maximize their impact on the various communities they serve in ways that make sense for them, based upon their operations, locations and employee base.

Through the philanthropy of our portfolio companies, we support activities that enhance and serve the local communities where operations are located, as well as national charitable organizations. Our portfolio companies are also dedicated to fostering an inclusive workplace where their team members are treated with respect and given equal access to opportunities throughout their organizations. Our portfolio companies also recognize the importance of conducting their businesses in an environmentally responsible manner. They continually assess sustainability issues that are relevant to their respective businesses in order to refine and enhance their practices. Below are some examples of how Cannae and our Restaurant Group and T-System subsidiaries approach these areas of corporate responsibility.

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COMMUNITY ENGAGEMENT

Cannae

Veterans and Leadership: Cannae supports leadership, both in the private and public sectors. We proudly support the Folded Flag Foundation, which provides educational scholarship and support grants to the spouses and children of the U.S. military and government personnel who died as a result of hostile action or in an accident related to U.S. combat operations. We also support entrepreneurship through our sponsorship of PS27 Leadership Week, which develops leadership skills for start-up founders.

Local Support: At a local level, Cannae executives support the Vegas Golden Knights Foundation, which supports local Las Vegas non-profits focusing on youth development, health and wellness, education, Las Vegas military and first responders, and fighting hunger and homelessness.

Restaurants

Nationwide Efforts: Our Restaurant Group has supported such national charitable organizations as Operation Gratitude, The Folded Flag Foundation, Boys & Girls Clubs of America, Big Brothers Big Sisters of America, American Cancer Society, Muscular Dystrophy Association and St. Jude Children’s Research Hospital. We have been recognized on a national scale for exceptional work with the Pine Street Inn and the Boys & Girls Clubs of America.

Efforts at the Restaurant Local Level: Individual restaurants have honored local veterans and active-duty service members through our Hometown Heroes Program. Restaurant employees have also collected personal items and winter coats for hometown charitable organizations that support the homeless, and raised money and awareness for local health-focused charities and local food banks.

T-System

Workday Volunteer Time: Community Connection program encourages eligible team members workday time to engage with a charity organization each year.

Efforts at the Local Level: North Texas Food Bank, Genesis Women’s Shelter, Emily’s Place, Minnie’s Food Pantry, Plano Park and Recreation and The Children’s Place in Kansas City.

Healthcare Focused: Supported the efforts of Food and Meds for Kids, an organization dedicated to the meeting the essential nutritional needs of malnourished children, pregnant, and nursing women and school children in Haiti, and Medisend, an organization supporting developing country hospitals and clinics around the world.

DIVERSITY

Cannae

Goal: An inclusive workplace, one where each employee feels heard and empowered. All employees must be given equal access to opportunities throughout our organization. The diversity of our employees allows us to respond to the unique needs of our operating subsidiaries and portfolio companies.

Board Leadership by Example: Since the Split-Off in 2017, James B. Stallings, Jr., who is African American, and Erika Meinhardt have joined our board. In February 2019, our board codified its commitment to consider all aspects of diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation be integrating it into the director selection criteria in our Corporate Governance Guidelines.

Restaurants

Goal: An inclusive culture where employees of different backgrounds are given equal access to opportunities throughout the organization to foster a variety of employee ideas, perspectives, and experiences in order to connect with our guests and tailor our service to meet the guests’ unique needs.

T-System

Goal: An inclusive workplace, one where each team member feels heard and empowered to foster a variety of ideas, perspectives, and experiences and a culture of collaboration. In 2019, we are developing an official Diversity and Inclusion program.

Chart Continued   

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SUSTAINABILITY

Cannae

Focus: Minimizing our corporate office’s impact to the environment through participating in recycling programs, partnering with records management and IT equipment disposal vendors with a commitment to sustainability, using, among other things, environmentally friendly cleaning supplies, and supporting our operating subsidiaries and portfolio companies in their sustainability efforts.

Restaurants

Focus: Ensuring our brands are aligned with suppliers that have established animal welfare and sustainability practices, as well as practicing strong recycling and waste minimizing behaviors.

T-System

Focus: Improving records retention and management processes to handle, store and dispose of our documents, files and equipment with the environment in mind, including digitization efforts to reduce paper, IT asset disposal through a NIST certified vendor, encourage employee recycling and waste minimizing behaviors, and partnering with vendors committed to environmental stewardship where possible.

INFORMATION TECHNOLOGY AND SECURITY AND RISK MANAGEMENT

We and our operating subsidiaries and portfolio investments are highly dependent on information technology networks and systems to securely process, transmit and store electronic information. Attacks on information technology systems continue to grow in frequency, complexity and sophistication. Such attacks have become a point of focus for individuals, businesses and governmental entities. These attacks can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information, consumer data and proprietary business information.

We and our operating subsidiaries and portfolio investments remain focused on making strategic investments in information security to protect our clients and our information systems. This includes both capital expenditures and operating expenses on hardware, software, personnel and consulting services. As the primary products and services of our operating subsidiaries and unconsolidated affiliates evolve, we apply a comprehensive approach to the mitigation of identified security risks. We have established risk management policies, including those related to information security and cybersecurity, designed to monitor and mitigate information security related risks.

Our board has a strong focus on cyber-security. At each regular meeting of the audit committee of our board of directors, our Chief Risk Officer, Chief Compliance Officer, Chief Information Security Officer and Chief Internal Auditor provide reports relating to existing and emerging risks at our portfolio companies, including, as appropriate, cyber and data security risks. Our audit committee chairman reports on these discussions to our board of directors on a quarterly basis.

The employees at our operating subsidiaries and portfolio investments are the strongest assets in protecting their customers’ information and mitigating risk. We monitor their security practices, including training programs that focus on applicable privacy, security, legal and regulatory requirements that provide ongoing enhancement of their respective security and risk cultures. We also monitor their actions with respect to maintaining a culture that focuses on all areas of cybersecurity including threat and vulnerability management, security monitoring, identity and access management, phishing awareness, risk oversight, third-party risk management, disaster recovery and continuity management, as applicable.

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THE BOARD

Our board is composed of William P. Foley, II, Hugh R. Harris, C. Malcolm Holland, Frank R. Martire, Richard N. Massey, Erika Meinhardt, James B. Stallings, Jr. and Frank P. Willey, with Mr. Foley serving as Chairman of the Board. Mr. Foley served as Executive Chairman until May 2018. Currently, none of our executives serve on our board.

In 2018 our board held four meetings. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2018. Our board met quarterly and our non-management directors met periodically in executive sessions without management. Our non-management directors appoint one independent director to preside over each executive session of our board. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2019 annual meeting. None of our directors attended our 2018 annual meeting.

DIRECTOR INDEPENDENCE

As of December 31, 2018, all of our directors are non-employees. The board of directors determined that Hugh R. Harris, C. Malcolm Holland, Frank R. Martire, Richard N. Massey and James B. Stallings are independent under the criteria established by the New York Stock Exchange and our Corporate Governance Guidelines. The board of directors also determined that Messrs. Martire, Massey and Holland meet the additional independence standards of the New York Stock Exchange for compensation committee members.

In determining independence, the board considered all relationships that might bear on our directors’ independence from Cannae. The board of directors determined that William P. Foley, II is not independent because he served as Executive Chairman and an employee of Cannae until May 7, 2018, Erika Meinhardt is not independent because she served as an executive of our former parent FNF at the time of the Split-Off, and Frank P. Willey is not independent because he is a partner in a law firm that received payments from FNF during 2018 for legal services principally relating to defending title claims. Mr. Willey’s law firm does not provide legal services to Cannae.

In considering the independence of Hugh R. Harris, C. Malcolm Holland, Frank R. Martire, Richard N. Massey and James B. Stallings, Jr., the board of directors considered the following factors:

·            Mr. Massey serves as a director of and owns equity interests in FNF, our former parent, and Black Knight, which was a subsidiary of FNF until September 2017. He also holds an equity interest in and formerly served as a director of ServiceLink Holdings, LLC, a subsidiary of FNF.

·            Mr. Massey is a partner of Westrock Capital, LLC, a private investment partnership that holds, among other investments, an investment of less than 10% of the ownership interests in American Blue Ribbon Holdings, LLC, in which we hold a majority ownership interest.

·            We own an economic interest of approximately 24.5% in D&B through our limited partnership interest in Star Parent, the parent company of D&B, and equity interests in the general partner of Star Parent. Mr. Massey serves on the board of directors of D&B and the general partner of Star Parent. In addition, Messrs. Harris, Holland, Martire, Massey and Stallings each hold a small limited partnership interest in Star Parent.

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·            Messrs. Harris, Martire, Massey and Willey each own a minority interest in Black Knight Sports and Entertainment LLC, which owns the Vegas Golden Knights. Mr. Foley is the majority interest holder, and is Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC.

The board of directors determined that these relationships were not of a nature that would impair the independence of Messrs. Harris, Holland, Martire, Massey or Stallings.

COMMITTEES OF THE BOARD

The board has three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. The charter of each of the audit, compensation and corporate governance and nominating committee is available on the Investor Relations page of our website at www.cannaeholdings.com. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” below.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The members of the corporate governance and nominating committee are Hugh R. Harris (Chair), C. Malcolm Holland and James B. Stallings Jr. Each of Messrs. Harris, Holland and Stallings was deemed to be independent by the board, as required by the New York Stock Exchange. The corporate governance and nominating committee met one time in 2018.

The primary functions of the corporate governance and nominating committee, as identified in its charter, are:

·            Identifying individuals qualified to become members of the board and making
recommendations to the board regarding nominees for election;

·            Reviewing the independence of each director and making a recommendation to the board with respect to each director’s independence;

·            Developing and recommending to the board the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;

·            Making recommendations to the board with respect to the membership of the audit, compensation and corporate governance and nominating committees;

·            Overseeing the evaluation of the performance of the board and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee;

·            Considering director nominees recommended by shareholders; and

·            Reviewing our overall corporate governance and reporting to the board on its findings and any recommendations.

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AUDIT COMMITTEE

The members of the audit committee are James B. Stallings, Jr. (Chair), Hugh R. Harris and Frank R. Martire. The board has determined that each of the audit committee members is financially literate and independent as required by the rules of the Securities and Exchange Commission and the New York Stock Exchange, and that each of Mr. Stallings, Mr. Harris and Mr. Martire is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission. The audit committee met seven times in 2018.

The primary functions of the audit committee include:

·              Appointing, compensating and overseeing our independent registered public accounting firm;

·              Reviewing and approving the annual audit plan for the Company;

·              Overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

·              Discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

·              Establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

·              Approving audit and non-audit services provided by our independent registered public accounting firm;

·              Discussing earnings press releases and financial information provided to analysts and rating agencies;

·              Discussing with management our policies and practices with respect to risk assessment and risk management;

·              Reviewing any material transaction between our Chief Financial Officer or Chief Accounting Officer that has been approved in accordance with our Code of Ethics for Senior Financial Officers, and providing prior written approval of any material transaction between us and our President; and

·              Producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.

REPORT OF THE AUDIT COMMITTEE

The audit committee of the board of directors submits the following report on the performance of certain of its responsibilities for the year 2018:

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The primary function of our audit committee is oversight of (i) the quality and integrity of our financial statements and related disclosures, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm. Our audit committee acts under a written charter, and we review the adequacy of our charter at least annually. Our audit committee is comprised of the three directors named below, each of whom has been determined by the board of directors to be independent as defined by New York Stock Exchange independence standards. In addition, our board of directors has determined that each of Mr. Stallings, Mr. Harris and Mr. Martire is an audit committee financial expert as defined by the rules of the Securities and Exchange Commission.

In performing our oversight function, we reviewed and discussed with management and Deloitte & Touche LLP, our independent registered public accounting firm, our audited financial statements as of and for the year ended December 31, 2018. Management and Deloitte reported to us that our consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Cannae and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with Deloitte matters covered by the Public Company Accounting Oversight Board Auditing Standards No. 16 (Communications With Audit Committees).

We have received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and have discussed with them their independence. In addition, we have considered whether Deloitte’s provision of non-audit services to us is compatible with their independence.

Finally, we discussed with our internal auditors and Deloitte the overall scope and plans for their respective audits. We met with Deloitte at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, we recommended to our board of directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and that Deloitte be appointed independent registered public accounting firm for Cannae for 2019.

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of our financial statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process. The independent registered public accounting firm is responsible for auditing our annual financial statements and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Exchange Act in either of those fields or in auditor independence.

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The foregoing report is provided by the following independent directors, who constitute the committee:

AUDIT COMMITTEE

James B. Stallings, Jr. (Chair)

Hugh R. Harris

Frank R. Martire

COMPENSATION COMMITTEE

The members of the compensation committee are Frank R. Martire (Chair), C. Malcolm Holland and Richard N. Massey. Each of Messrs. Martire, Holland and Massey was deemed to be independent by the board, as required by the New York Stock Exchange. The compensation committee met five times during 2018. Our compensation committee reviews its charter annually. The functions of the compensation committee include the following:

·              Reviewing and approving corporate goals and objectives relevant to the President’s compensation, evaluating their performance in light of those goals and objectives, and setting the President’s compensation level based on this evaluation;

·              Setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who are designated as Section 16 officers by our board;

·              Making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval;

·              Approving any employment or severance agreements with our Section 16 officers;

·              Granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers;

·              Approving the compensation of our directors; and

·              Producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.

For more information regarding the responsibilities of the compensation committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation” above.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

We have separated the positions of Chairman of the board of directors and President in recognition of the differences between the two roles. Separating these positions allows our President to focus more directly upon executing on the Company’s strategic objectives and business plan, providing day-to-day leadership and guiding senior management through the implementation of our strategic initiatives. It also allows our Chairman to utilize his time to focus on our long-term strategy, and to set the agenda for board meetings and preside over meetings of the full board. When our non-management directors meet in executive session, they appoint one independent director to preside over that executive session. We believe

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