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):
March 14, 2023
CANNAE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
1-38300
(Commission File Number)
| | | | | | | | |
| Delaware | | 82-1273460 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (IRS Employer Identification Number) |
1701 Village Center Circle
Las Vegas, Nevada 89134
(Addresses of Principal Executive Offices)
(702) 323-7330
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Cannae Common Stock, $0.0001 par value | | CNNE | | New York Stock Exchange |
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. ☐
As previously reported, certain directors and officers, as well as the manager, of Cannae Holdings, Inc. (the “Company”) have been named as defendants in a putative derivative action filed in the Delaware Court of Chancery (the “Court”), styled Oklahoma Firefighters Pension & Retirement System, derivatively on behalf of Cannae Holdings, Inc. v. William P. Foley, II, et al. On March 14, 2023, the Court entered an order scheduling a hearing for June 8, 2023 at 3:15 p.m. at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 to, among other things, consider and approve the parties’ Stipulation and Agreement of Compromise, Settlement, and Release, dated March 10, 2023 (the “Stipulation”), to resolve the litigation.
Additional information concerning the terms of the proposed settlement, the June 8, 2023 hearing, and the requirements for making any objections can be found in the Stipulation and the Notice of Pendency and Proposed Settlement of Action, which are attached hereto as Exhibits 99.1 and 99.2 and also available on the Company’s website, at https://www.cannaeholdings.com/notices.
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| Item 9.01. | | Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit | | Description |
| 99.1 | | | | |
| 99.2 | | | | |
| 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.
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| | Cannae Holdings, Inc. | |
| Date: | March 17, 2023 | By: | /s/ Bryan D. Coy | |
| | | Name: | Bryan D. Coy | |
| | | Title: | Chief Financial Officer | |
