Cannae Holdings Inc.

12/16/2025 | Press release | Distributed by Public on 12/16/2025 05:01

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 12, 2025, Cannae Holdings, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the amendment of the Company's Articles of Incorporation to declassify the Board of Directors (the "Declassification"). On December 15, 2025, the Company filed Amended and Restated Articles of Incorporation (the "Amended Charter") with the Nevada Secretary of State to effect the Declassification. The Board of Directors previously approved the adoption of Amended and Restated Bylaws (the "Amended Bylaws") to reflect the Declassification, subject to shareholder approval of the Declassification.
The Declassification will eliminate the classification of the Board of Directors over a three-year period starting in 2026 and result in the annual election of all directors beginning at our 2028 annual meeting of shareholders. At the 2026 annual meeting of shareholders, the Class III directors whose terms expire at such time will be elected to serve a one-year term. At the 2027 annual meeting of shareholders, the Class I directors whose terms expire at such time, as well as the former Class III directors, will be elected to serve a one-year term. At the 2028 annual meeting of shareholders and each annual meeting thereafter, all directors will be elected annually.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended Charter and the Amended Bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On October 30, 2025, the record date for the Annual Meeting, there were 49,965,406 shares of the Company's common stock outstanding with each such share entitled to one vote. The holders of 44,900,862 shares (89.86%) of the Company's common stock were present or represented by proxy during the Annual Meeting.
Set forth below are the matters voted upon at the Annual Meeting and the final voting results tabulated by the Company's independent Inspector of Election, First Coast Results, Inc.
Proposal 1. Election of Board of Directors
Barry B. Moullet, James B. Stallings, Jr., Mona Aboelnaga, and Chérie L. Schaible were elected as directors of the Company for a three-year term expiring at the 2028 annual meeting of shareholders with the following vote:
Votes For Votes Withheld
Company's Nominees
Erika Meinhardt 15,503,321 29,265,153
Barry B. Moullet 25,304,705 19,463,599
James B. Stallings, Jr 26,063,777 18,704,265
Frank P. Willey 16,248,850 28,520,745
Carronade's Nominees
Mona Aboelnaga 27,934,508 16,466,379
Benjamin C. Duster, IV 20,514,429 23,888,769
Dennis A. Prieto 19,075,903 25,327,062
Chérie L. Schaible 26,938,446 17,464,114
Proposal 2. Advisory vote on the compensation of the Company's named executive officers
The proposal related to the advisory vote on the compensation of the Company's named executive officers was rejected, with the following vote:
Votes For Votes Against Abstentions
21,467,005 23,109,186 230,509
Proposal 3. Ratification of Independent Accountants
The appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified, with the following vote:
Votes For Votes Against Abstentions
43,200,477 555,183 1,145,202
Proposal 4. Amendment to the Company's Articles of Incorporation
The amendment to the Company's Articles of Incorporation to declassify the Company's Board of Directors was approved, with the following vote:
Votes For Votes Against Abstentions
44,322,070 293,924 190,706
Proposal 5. Shareholder Proposal
The shareholder proposal to engage an investment banker was rejected, with the following vote:
Votes For Votes Against Abstentions
14,096,620 30,131,249 578,831
Cannae Holdings Inc. published this content on December 16, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 16, 2025 at 11:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]