As a monthslong proxy fight over Cannae Holdings Inc.’s board of directors heads for a resolution Dec. 12, two advisory firms are recommending shareholders support an activist investment firm.
Four seats on a 12-member board are up for reelection at the stockholder meeting of Cannae, the investment firm spun off from Jacksonville-based Fidelity National Financial Inc.
Investment firm Carronade Capital Management LP began publicly pushing for changes at Cannae in March and nominated its own slate of four nominees to replace four existing directors at Cannae.
With the annual meeting approaching, proxy advisory firms Institutional Shareholder Services and Glass Lewis both issued reports recommending stockholders vote for the Carronade slate.
Both firms said the current board’s close ties to Cannae Vice Chairman and Fidelity Chairman Bill Foley are an issue and said the company could benefit by electing directors with more independence.
Foley “is not on the ballot. However, this proxy contest has shined a light on his role at the company,” ISS said in its report.
ISS said Cannae’s performance has been hurt by investments in businesses tied to Foley.
“There is little evidence to suggest that a board without a significant amount of new, independent voices can restore effective oversight and prevent similar missteps in the future,” it said.
Two of the current directors up for reelection, Erika Meinhardt and Frank Willey, are former executives of Fidelity.
Another director is Jim Stallings, managing partner at Jacksonville-based PS27 Ventures.
“Carronade’s nominees bring a narrow specialization in bankruptcy, distressed debt and restructuring, while offering little to no experience in public company leadership or governance,” Cannae said in a Dec. 1 news release urging shareholders to support its current directors.
“Cannae’s four nominees possess the sector-specific operational expertise required to guide our growth strategy and provide effective, independent oversight – expertise that cannot be replaced by generalist restructuring skills,” it said.
However, Glass Lewis said in its report that Carronade’s nominees have the necessary qualifications.
“Though elements of Cannae’s defense are not entirely out of line, it seems evident the market is unwilling to reward a stated strategy which relies on, among other things, the existing board effectively overseeing capital allocation with the interests of independent shareholders front of mind and without further leakage to the sprawling investment complex overseen by Bill Foley,” it said.
“Perhaps more important under the circumstances, Carronade’s nominees appear suitably independent and are under no obligation to pursue a predetermined agenda, Carronade’s or otherwise,” Glass Lewis said.
“We believe support for this option – which, again, contemplates reconstitution of only one-third of Cannae’s sitting board, and is thus not a campaign for majority turnover would represent a more immediate and direct mandate for increased accountability, enhanced transparency, bolstered strategic coherency and strengthened corporate governance,” it said.
One of Cannae’s investments in companies tied to Foley was a stake in payments processing company Paysafe Ltd.
However, Paysafe disclosed in a Securities and Exchange Commission filing that Cannae divested its remaining stake in the company Nov. 24, and Fidelity sold off part of its stake.
Paysafe went public in 2021 by merging with a special purpose acquisition company formed by Foley. The London-based company then moved its North American headquarters to Jacksonville in 2023.
Paysafe said in the SEC filing it was repurchasing about 4 million shares in total from Cannae and Fidelity for about $6.70 per share. Cannae said in a separate filing that it sold about 2.46 million shares and no longer held any Paysafe stock.
Paysafe’s annual report said Fidelity had 3.75 million shares, or 6% of the stock, but Fidelity said in a Dec. 1 SEC filing after the sale that its stake was reduced to 3.9%.
No reason for the sales was disclosed in the SEC filings but when Cannae released its third-quarter earnings report in November, the company said it was reducing its investments in publicly traded companies and focusing on privately owned businesses.
Cannae’s investment portfolio has fallen from 70% in public companies to about 20%, the company said.
Stephens analyst Oscar Nieves said in a Nov. 25 research note that after fireside chats with officials of Fidelity and other title insurance companies, he sees the industry in the early stages of a cyclical recovery.
“We continue to see early signs of stabilization, with improving inventories, slower home price appreciation, and modest rate relief supporting a gradual recovery in purchase and refinance activity heading into 2026,” Nieves said.
The recovery is “setting the stage for solid earnings growth as transaction volumes normalize,” he said.
“Within the group, we view Fidelity as the best near-term performer given its scale, margin leadership, and strong capital return capacity,” said Nieves, who rates Fidelity at “overweight.”
Cracker Barrel Old Country Store Inc. CEO Julie Masino was reelected to the company’s board despite a dissident shareholder’s effort to unseat her at the Nov. 20 annual meeting.
However, one other board member opposed by shareholder Sardar Biglari was rejected by stockholders.
Biglari has been a longtime critic of Cracker Barrel management and has called for the company to divest its Maple Street Biscuit Co. subsidiary, the former Orange Park-based restaurant chain acquired by Cracker Barrel in 2019.
Beyond Biglari’s criticism, Masino has been under fire in recent months from customers who have rejected her efforts to revitalize the Cracker Barrel brand.
Masino was reelected to the board with 12.1 million shares voting for her and 4.1 million voting against.
However, the one other director targeted by Biglari, Gilbert Davila, was rejected with 6.7 million shares voted for him and 9.6 million against.
The other eight directors were all reelected. Cracker Barrel announced after the meeting that Davila resigned and the size of the board was reduced to nine members.
ParkerVision Inc. said Nov. 24 it sold about 16.5 million shares of stock at 21 cents each to unidentified investors, for gross proceeds of $3.46 million.
This follows a sale announced Nov. 17 of about 4.8 million shares to independent director Lewis Titterton for gross proceeds of $1 million.
Jacksonville-based ParkerVision has no products on the market and has not recorded any revenue this year.
The company is focused on several lawsuits against major telecommunications manufacturing firms alleging they have infringed on patented wireless technology developed by ParkerVision.
Pinnacle Financial Partners and Synovus Financial Corp. said they have received regulatory approval for their proposed $8.6 billion merger and expect to complete the deal Jan. 1.
Nashville, Tennessee-based Pinnacle has two branches in the Jacksonville metropolitan area and Columbus, Georgia-based Synovus has five, according to Federal Deposit Insurance Corp. data.
The merged bank will operate under the Pinnacle name. The companies, which announced the merger in July, said in a Nov. 25 news release they expect full system and branch conversions to be completed in the first half of 2027.