Glass Lewis Calls for Removal of Paul Folino, CoreLogic’s Chairman – As Well As Three Additional Directors – and Recommends Shareholders Vote for Senator and Cannae Nominees on the Gold Card

Senator Investment Group LP (“Senator”) and Cannae Holdings, Inc. (NYSE: CNNE), (“Cannae”), today announced that a leading proxy advisory firm, Glass, Lewis & Co., LLC (“Glass Lewis”), has recommended:

1. Shareholders vote on the GOLD proxy card in support of Senator and Cannae nominees W. Steve Albrecht, Wendy Lane, Ryan McKendrick, and Henry W. “Jay” Winship;
   
   
2. Shareholders remove CoreLogic’s Chairman, Paul Folino, as well as the Company’s longest tenured directors: J. David Chatham, David F. Walker, and Thomas O’Brien.

Glass Lewis concluded¹ that CoreLogic’s Board lacks credibility given the timing and content of its announcements, and questioned whether the Company’s most recent claims of engaging with bidders was little more than a disingenuous, defensive tactic:

• “[W]e remain concerned the board's October 28, 2020, announcement could be easily re-framed as a tactical manufacture of informational asymmetry at an obviously critical juncture…”
  
  
• “[T]hese announcements fall well short of clearly establishing a comprehensively structured, competitive auction process…”
  
  
• “[T]he timing of CLI's announcement — falling less than three weeks prior to the contested vote — is, in the frankest of terms, abysmal for independent CLI shareholders, who are now being asked to render potentially transformative judgement in the presence of significant and seemingly unnecessary informational asymmetry. It is the latter of these distinctions which most directly hampers assessments of CLI's credibility, in our view, as it remains largely unclear why the board would withhold the presence of such a critical process until this very late stage. Further still, despite a string of optics-managing disclosures over the last several days, CLI has functionally failed to confirm the presence of a structured auction framework codifying an understood and level playing field for all participants.”
  
  
• “…the board's engagement initiative, such as it is currently understood, is potentially deeply flawed in a manner that may actively preclude the generation of compelling, competitive bids for CLI. Coupled with the board's dour legacy of post-spin value generation and the less than favorable optics associated with the defensive tactics overseen by board chair Paul Folino during his tenure with Emulex, we consider there is sufficient cause to conclude the board's announced process is questionably timed, poorly structured and atypically unpopular.”

Glass Lewis also noted CoreLogic’s “dismal returns” and the Board’s “objectively poor track record,” thereby concluding CoreLogic’s Board has a long history of continually failing its shareholders: