Cannae Holdings, Inc. — Proxy Solicitation & Information Statement 2021

Apr 30, 2021

DEFA14A 1 tm212444d2_defa14a.htm DEFA14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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by the Registrant x | | |
| --- | --- | --- |
| Filed
by a Party other than the Registrant ¨ | | |
| Check
the appropriate box: | | |
| ¨ | Preliminary
Proxy Statement | |
| ¨ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive
Proxy Statement | |
| x | Definitive
Additional Materials | |
| ¨ | Soliciting
Material under §240.14a-12 | |
| Cannae
Holdings, Inc. | | |
| (Name
of Registrant as Specified In Its Charter) | | |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) | | |
| Payment
of Filing Fee (Check the appropriate box): | | |
| x | No
fee required. | |
| ¨ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title
of each class of securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| ¨ | Fee
paid previously with preliminary materials. | |
| ¨ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing. | |
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Previously Paid: |
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Schedule or Registration Statement No.: |
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Party: |
| | (4) | Date
Filed: |

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Your Vote Counts! CANNAE HOLDINGS, INC. 2021 Annual Meeting Vote by June 22, 2021 11:59 PM ET CANNAE HOLDINGS, INC. 1701 VILLAGE CENTER CIRCLE LAS VEGAS, NV 89134 D53213-P54698 You invested in CANNAE HOLDINGS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 23, 2021. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 9, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Virtually at: Vote Virtually at the Meeting June 23, 2021 10:00 AM PDT www.virtualshareholdermeeting.com/CNNE2021 Please check the meeting materials for any special requirements for meeting attendance. V1

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Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Election of four Class I directors to serve until the 2024 annual meeting of shareholders. Nominees: William P. Foley, II David Aung Frank R. Martire Richard N. Massey Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. Ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2021 fiscal year. NOTE: To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. Board Recommends For All For For Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D53214-P54698

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