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

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CORELOGIC, INC.

(Name of Registrant as Specified Inin Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Otherother than the Registrant)

Payment of filing feeFiling Fee (Check the appropriate box):

undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders.

The Board believes that Senator and Cannae’s intent is to circumvent the Board’s business judgment and prevent the Company from executing on its current strategy—which the Board believes will generate value for the Company’s stockholders—and seize for Senator and Cannae value that rightly belongs to the Company’s stockholders.

The Board strongly believes that Senator and Cannae’s actions are not in the best interests of the Company and its stockholders, and unanimously recommends that you vote today AGAINST all of the proposals on the enclosed WHITE Proxy Card. You should read the Proxy Statement carefully, including the section of the Proxy Statement entitled “Reasons to Reject the Stockholder Proposals,” because it contains important information about why you should reject Senator and Cannae’s efforts to remove and replace nine of the Company’s directors and to amend the Bylaws. We ask stockholders to carefully consider the impact that the proposals could have on howthe value of your shares.

Your vote is important. Whether or not you plan to attend the Special Meeting, we hope you will submit your proxy as soon as possible. You may submit a proxy over the internet, by telephone or by signing, dating and returning the enclosed WHITE Proxy Card in the envelope provided. Information about each of these proxy submission methods is set forth in the accompanying Notice of Special Meeting and Proxy Statement.

As stockholders of the Company, Senator and Cannae do not have a fiduciary duty to act in the best interests of the Company’s stockholders (including when selecting nominees to serve on your Board, who also do not, and will not, have any such duty unless elected to the Board). We strongly urge you NOT to sign or return any [●] proxy card sent to you by Senator or Cannae. If you have previously signed a [●] proxy card sent to you by Senator or Cannae, you can obtain paper copiesrevoke that earlier proxy and vote by proxy AGAINST all of the proposals by signing, dating and returning the enclosed WHITE Proxy Card in the postage-paid envelope provided, by voting over the internet using the internet address on the WHITE Proxy Card or by voting by telephone using the toll-free number on the WHITE Proxy Card.

REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK THAT YOU OWN, YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE ACT TODAY AND MAKE YOUR VOICE HEARD REGARDING THE FUTURE OF YOUR COMPANY. Thank you for your consideration and your continuing support of our proxy materials if they so choose. This method expedites the receipt of your proxy materials, lowers the costs of our annual meeting and supports conservation of natural resources. If you would like more information, please see the Questions and Answers section of this proxy statement.

Thank you very much for your continued interest in CoreLogic.Company.

Paul F. Folino		Frank D. Martell
Chairman of the Board		President and Chief Executive Officer

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION

DATED SEPTEMBER 14, 2020

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

[●], 2020

TO OUR STOCKHOLDERS:

A special meeting of the stockholders of CoreLogic, Inc., a Delaware corporation (the “Company” or “CoreLogic”), will be held on Tuesday, November 17, 2020, at [●] [a.m.]/[p.m.], local time, at [●] (the “Special Meeting”), to consider and vote upon the following proposals, each of which is opposed by the Company’s board of directors (the “Board”):

“(b) Notwithstanding anything to the contrary set forth herein, unless otherwise specified by the Court of Chancery, the Chief Executive Officer or Secretary shall, within five (5) business days after the date on which the Court of Chancery issues an order requiring the Corporation to hold an election pursuant to Section 223 of the DGCL, call a special meeting of stockholders of the Corporation for the election of directors and deliver notice of such meeting as provided in Section 2.3 of this Article II. Any special meeting of stockholders of the Corporation so called shall be held at the place, date and time specified in the notice of such meeting and in accordance with applicable law (or, at such other place, date and time as may be specified by the Court of Chancery).”

These proposals are referred to herein collectively as the “Stockholder Proposals.”

In the event of the valid adoption of the Nomination Proposal, pursuant to Section 5.2 of CoreLogic’s Amended and Restated Certificate of Incorporation and Section 3.3 of the Bylaws, the directors remaining in office will, subject to applicable law, fill any vacancies on the Board resulting from removals from among the Senator and Cannae Nominees, if any, who have received the affirmative vote of the holders of a majority in voting power of the Company’s stock entitled to vote thereon, present in person or represented by proxy at the Special Meeting (the “Eligible Nominees”). If the number of Eligible Nominees exceeds the number of vacancies on the Board resulting from removals, the Board will fill such vacancies with the Eligible Nominees receiving

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERSthe highest number of affirmative votes, subject to applicable law, or, in the event of a tie, the Board shall determine which of the Eligible Nominees receiving the highest number of affirmative votes will fill such vacancies. The Board is not currently aware of any facts that would prevent any of the Senator and Cannae Nominees from being appointed under applicable law.

The Company’s proxy statement accompanying this Notice of Special Meeting describes each of these proposals in more detail. Your Board unanimously recommends that you vote today AGAINST all of the Stockholder Proposals on the enclosed WHITE proxy card (the “WHITE Proxy Card”).

Record Date    Only stockholders of record at the close of business on March 4,September 18, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the AnnualSpecial Meeting and any adjournments or postponements thereof.

All stockholders as of the close of business on the Record Date are cordially invited to attend the Special Meeting in person. If you are a stockholder of record you must bring proof of identification in order to be admitted to the Special Meeting.

If you hold your shares through a broker, bank or other nominee, you will need to provide proof of ownership as of the Record Date – for example a copy of a brokerage statement showing your share ownership – and proof of identification in order to be admitted to the Special Meeting. We currently plan to hold the Special Meeting in person. However, as part of our contingency planning regarding the novel coronavirus (COVID-19), we are preparing for the possibility that the Special Meeting may be held by means of remote communication (sometimes referred to as a “virtual” meeting). If we take this step, we will announce the decision to do so as soon as practicable before the Special Meeting through a press release and public filing with the Securities and Exchange Commission (the “SEC”), and details will be available for viewing under the “Investor Relations” section of our website at https://investor.corelogic.com. We recommend that you monitor this website for updated information and registration details in the event we determine to convert to a virtual meeting and you elect to participate remotely. Your Vote is Very Important    Even ifWhether or not you plan to attend the AnnualSpecial Meeting, we encourageurge you to review these materials carefully and to vote via the Internet, by proxy by internet, telephone, or by mailsubmitting your WHITE Proxy Card as soonpromptly as possiblepossible.

YOUR BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY [●] PROXY CARD SENT TO YOU BY SENATOR OR CANNAE.

If you have previously signed a [●] proxy card sent to ensureyou by Senator or Cannae, you can revoke that earlier proxy and vote by proxy AGAINSTall ofthe Stockholder Proposals by voting over the internet using the website indicated on the WHITE Proxy Card, by voting by telephone using the toll-free number on the WHITE Proxy Card, or by signing, dating and returning the WHITE Proxy Card in the postage-paid envelope provided. Only your shares are representedlast-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the AnnualSpecial Meeting. We look forward to seeing you atPlease act today and make your voice heard regarding the Annual Meeting.future of your Company.

By Order of the Board of Directors,

Francis Henry Aaron Henry

Chief Legal Officer and

Corporate Secretary

Irvine, California

March 19,[●], 2020

IMPORTANT

Your vote is extremely important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly by proxy AGAINST all of the Stockholder Proposals.

If you have any questions about submitting your WHITE Proxy Card or otherwise require assistance, please contact:

501 Madison Avenue, 20^th Floor

New York, New York 10022

TOLL-FREE at (877) 750-9498 (from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION

DATED SEPTEMBER 14, 2020

CORELOGIC, INC.

40 Pacifica

Irvine, California 92618

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 17, 2020

PROXY STATEMENT

This proxy statement filed on Schedule 14A (this “Proxy Statement”) and the enclosed WHITE proxy card (the “WHITE Proxy Card”) are furnished by the Board of Directors (the “Board” or “Board of Directors”) of CoreLogic, Inc., a Delaware corporation (the “Company,” “CoreLogic,” “we,” “us,” or “our”), to the holders of outstanding shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), for use at the special meeting of stockholders (the “Special Meeting”) to be held at [●] [a.m.]/[p.m.], local time, on Tuesday, November 17, 2020, at [●], and at any adjournments or postponements thereof.

This Proxy Statement and the enclosed WHITE Proxy Card are first being mailed to stockholders on or about [●], 2020.

On June 26, 2020, the Board received an unsolicited, non-binding proposal from Senator Investment Group LP (together with its affiliates, “Senator”) and Cannae Holdings, Inc. (together with its affiliates, “Cannae”), to acquire all of the outstanding shares of Common Stock at a price of $65.00 per share in cash (the “Acquisition Proposal”). On July 6, 2020, the Board unanimously concluded, after consultation with its independent financial and legal advisors, that the Acquisition Proposal significantly undervalues CoreLogic, raises serious regulatory concerns and is not in the best interests of CoreLogic’s stockholders. On July 7, 2020, the Company informed Senator and Cannae of the Board’s decision to reject the Acquisition Proposal.

In connection with the Acquisition Proposal, Senator and Cannae have requested that certain proposals be presented to stockholders for them to consider and vote upon at a special meeting. Although the Board does not believe that approving these proposals is in the best interests of all of the Company’s stockholders, the Board determined to call the Special Meeting to provide our stockholders the opportunity to vote and express their views on the proposals set forth in the Proxy Statement.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINSTALL OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT ON THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN ANY [●] PROXY CARD SENT TO YOU BY SENATOR OR CANNAE. YOUR BOARD, WHICH IS COMPOSED ENTIRELY OF INDEPENDENT DIRECTORS (OTHER THAN THE COMPANY’S CHIEF EXECUTIVE OFFICER), IS COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL OF THE COMPANY’S STOCKHOLDERS.

If you have previously signed a [●] proxy card sent to you by Senator or Cannae, you can revoke that earlier proxy and vote by proxyAGAINST all of the matters to be voted on at the Special Meeting by signing, dating and returning the enclosed WHITE Proxy Card in the enclosed postage-paid envelope, by voting over the internet using the internet address on the WHITE Proxy Card or by voting by telephone using the toll-free number on the WHITE Proxy Card. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting.

If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares AGAINST all of the proposals set forth in this Proxy Statement by following the directions on the enclosed WHITE voting instruction form to provide your instructions over the internet, by telephone or by signing, dating and returning the WHITE voting instruction form in the postage-paid envelope provided.

In accordance with Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board has set the close of business on September 18, 2020 as the record date (the “Record Date”) for the determination of the Company’s stockholders who are entitled to notice of, and to vote at, the Special Meeting. Stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. At the close of business on the Record Date, [●] shares of our Common Stock were outstanding and entitled to vote. Stockholders are entitled to one vote for each share of Common Stock held.

If you have any questions about submitting your WHITE Proxy Card or otherwise require assistance, please contact:

501 Madison Avenue, 20^th Floor

New York, New York 10022

TOLL-FREE at (877) 750-9498 (from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

TABLE OF CONTENTS

Safe Harbor / Forward Looking StatementsFORWARD-LOOKING STATEMENTS

Certain statements made in this proxy statementProxy Statement are forward-looking statements within the meaning of the federal securities laws.laws, including but not limited to those statements related to expected financial results, including in the second half of fiscal year 2020 and fiscal years 2021 and 2022, overall mortgage market volumes, market opportunities, stockholder value creation, repurchases of our shares, our strategic plans or growth strategy, and the near and long term consequences of the Acquisition Proposal we received from Senator and Cannae. Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include the risks and uncertainties set forth in Part I, Item 1A of our most recent Annual Report on Form10-K.10-K and Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include but are not limited to: any potential developments related to the Acquisition Proposal; any impact resulting from COVID-19; our ability to protect our information systems against data corruption, cyber-based attacks or network security breaches; limitations on our ability to repurchase our shares; changes in prices at which we are able to repurchase our shares; limitations on access to or increase in prices for data from external sources, including government and public record sources; systems interruptions that may impair the delivery of our products and services; changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our customers or us, including with respect to consumer financial services and the use of public records and consumer data; systems interruptions that may impair the delivery of our products and services; difficult conditions in the mortgage and consumer lending industries and the economy generally; risks related to the outsourcing of services and international operations; our ability to realize the anticipated benefits of certain acquisitions and/or divestitures and the timing thereof; and impairments in our goodwill or other intangible assets.assets; and our ability to generate sufficient cash to service our debt. The forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

PROXY STATEMENT SUMMARYDESCRIPTION OF THE STOCKHOLDER PROPOSALS

This summary highlightsThe Special Meeting is being held to consider and vote upon the proposals below, all of which are opposed by the Board. While the Board opposes the proposals, it has called the Special Meeting in order to allow stockholders to consider and vote upon the following proposals:

“(b) Notwithstanding anything to the contrary set forth herein, unless otherwise specified by the Court of Chancery, the Chief Executive Officer or Secretary shall, within five (5) business days after the date on which the Court of Chancery issues an order requiring the Corporation to hold an election pursuant to Section 223 of the DGCL, call a special meeting of stockholders of the Corporation for the election of directors and deliver notice of such meeting as provided in Section 2.3 of this Article II. Any special meeting of stockholders of the Corporation so called shall be held at the place, date and time specified in the notice of such meeting and in accordance with applicable law (or, at such other place, date and time as may be specified by the Court of Chancery)” (“Proposal 4” or the “Bylaw Amendment Proposal”).

The Repeal Proposal, the Director Removal Proposal, the Nomination Proposal and the Bylaw Amendment Proposal are referred to herein collectively as the “Stockholder Proposals.”

In the event of the valid adoption of the Nomination Proposal, pursuant to Section 5.2 of CoreLogic’s Amended and Restated Certificate of Incorporation (the “Charter”) and Section 3.3 of the Bylaws, the directors remaining in office will, subject to applicable law, fill any vacancies on the Board resulting from removals from among the Senator and Cannae Nominees, if any, who have received the affirmative vote of the holders of a majority in voting power of the Company’s stock entitled to vote thereon, present in person or represented by proxy at the Special Meeting (the “Eligible Nominees”). If the number of Eligible Nominees exceeds the number of vacancies on the Board resulting from removals, the Board will fill such vacancies with the Eligible Nominees receiving the highest number of affirmative votes, subject to applicable law, or, in the event of a tie, the Board shall determine which of the Eligible Nominees receiving the highest number of affirmative votes will fill such vacancies. The Board is not currently aware of any facts that would prevent any of the Senator and Cannae Nominees from being appointed under applicable law.

For additional information regarding the Senator and Cannae Nominees, please refer to Appendix B to this Proxy Statement. The information set forth in Appendix B regarding the Senator and Cannae Nominees is based

on information contained elsewhere in the definitive solicitation statement filed by Senator and Cannae with the SEC on August 19, 2020, as amended (the “Senator and Cannae Solicitation Statement”), and information provided to the Company by Senator and Cannae. The incorporation of this proxy statement. Itinformation in Appendix B to this Proxy Statement should not be construed as an admission by the Company that such information is accurate, and the Company does not contain undertake any obligation to update such information.

A vote in favor of the Stockholder Proposals would be a vote to remove your duly elected, highly-qualified and independent Incumbent Directors and replace them with the Senator and Cannae Nominees, who would then compose a majority of and control your Board. The Senator and Cannae Nominees would be positioned to consider and negotiate an acquisition proposal with Senator and Cannae, the very same entities that nominated and are soliciting votes for them. This would allow these hand-picked Senator and Cannae Nominees to, subject to their fiduciary duties, facilitate the acquisition of the Company by Senator and Cannae at a price and on terms comparable to the Acquisition Proposal, which your duly elected, highly-qualified and independent Board has determined (i) significantly undervalues the Company, (ii) raises significant regulatory concerns and (iii) is not in the best interests of the Company’s stockholders. Senator and Cannae have no duty to act in the best interests of the Company’s stockholders (including in selecting the Senator and Cannae Nominees that Senator and Cannae are proposing be appointed to your Board).

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST ALL OF THE STOCKHOLDER PROPOSALS ON THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN ANY [●] PROXY CARD SENT TO YOU BY SENATOR OR CANNAE. YOUR BOARD, WHICH IS COMPOSED ENTIRELY OF INDEPENDENT DIRECTORS (OTHER THAN THE COMPANY’S CHIEF EXECUTIVE OFFICER), IS COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL OF THE COMPANY’S STOCKHOLDERS.

If you have previously signed a [●] proxy card sent to you by Senator or Cannae, you can revoke that earlier proxy and vote by proxy AGAINSTall of the information that you should considerStockholder Proposals by voting over the internet using the website indicated on the WHITE Proxy Card, by voting by telephone using the toll-free number on the WHITE Proxy Card, or by signing, dating and returning the enclosed WHITE Proxy Card in the postage-paid envelope provided. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to castingits exercise at the Special Meeting. Please act today and make your voice heard regarding the future of your Company.

If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Stockholder Proposals, your broker, bank or other nominee may not vote your shares with respect to any of the Stockholder Proposals. We encourage you to instruct your broker, bank or other nominee to vote your sharesAGAINSTall ofthe Stockholder Proposals by following the directions on the enclosed WHITE voting instruction form to provide your instructions over the internet, by telephone or by signing, dating and returning the WHITE voting instruction form in the postage-paid envelope provided.

In accordance with Delaware law and the Bylaws, the Board has set the close of business on September 18, 2020 as the Record Date for the determination of the Company’s stockholders who are entitled to notice of, and to vote at, the Special Meeting. Stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. At the close of business on the Record Date, [●] shares of our Common Stock were outstanding and entitled to vote. Stockholders are entitled to one vote for each share of Common Stock held.

All stockholders as of the close of business on the Record Date are cordially invited to attend the Special Meeting in person. If you are a stockholder of record you must bring proof of identification in order to be admitted to the Special Meeting. If you hold your shares through a broker, bank or other nominee, you will need

to provide proof of ownership as of the Record Date – for example a copy of a brokerage statement showing your share ownership – and proof of identification in order to be admitted to the Special Meeting. Please note that participants in our 401(k) Savings Plan (the “401(k) Plan”) may not vote their plan shares by ballot at the Special Meeting, but may provide voting instructions to Fidelity Management Trust Company by [●], 2020 at [●] [a.m./p.m.] [Eastern Time]. See “How are my shares in the Company’s 401(k) Plan voted?” in the section of this Proxy Statement entitled “Questions and Answers About the Special Meeting” for more information.

We currently plan to hold the Special Meeting in person. However, as part of our contingency planning regarding the novel coronavirus (COVID-19), we are preparing for the possibility that the Special Meeting may be held by means of remote communication (sometimes referred to as a “virtual” meeting). If we take this step, we will announce the decision to do so as soon as practicable before the Special Meeting through a press release and public filing with the SEC, and details will be available for viewing under the “Investor Relations” section of our website at https://investor.corelogic.com. We recommend that you monitor this website for updated information, and please check the website in advance of the Special Meeting to confirm the status of the Special Meeting and registration details in the event we determine to convert to a virtual meeting and you elect to participate remotely. Whether or not you plan to attend the Special Meeting, we urge you to review these materials carefully and to vote by proxy by internet, telephone or by submitting your WHITE Proxy Card as promptly as possible.

If you have any questions about submitting your WHITE Proxy Card or otherwise require assistance, please contact:

501 Madison Avenue, 20^th Floor

New York, New York 10022

TOLL-FREE at (877) 750-9498 (from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

REASONS TO REJECT THE STOCKHOLDER PROPOSALS

The reasons your Board recommends that you reject the Stockholder Proposals are set forth below.

Senator and Cannae Seek to Seize Control of the Board to Facilitate Their Opportunistic Acquisition Proposal to Cash Out the Company’s Stockholders at a Price Your Duly Elected, Highly-Qualified and Independent Board Has Determined Significantly Undervalues the Company.

We Believe that CoreLogic, Under Your Board of Directors, is Delivering Exceptional Operating and Financial Results, Has a Strong Foundation Underpinning its Outlook, and Has Rewarded Stockholders With Strong Returns.

Exhibit 1

~35% ~40% ~50% 2018 Today 2022 Target Non-Mortgage Revenue Mortgage Revenue

Exhibit 2

Source: FactSet (9/4/20); CoreLogic public filings

Note: $ in millions, except per-share values

Exhibit 2

Total Capital Returned ($ in millions) Prior Cumulative Periodic Projected 207 433 674 766 863 1,058 1,265 1,274 1,461 ~595(1) ~2,056 ~393(2) ~2,449 ~289(3) ~2,738 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020E 2021E 2022ETotal Capital Returned ($ in millions) Prior Cumulative Periodic Projected 207 433 674 766 863 1,058 1,265 1,374 1,461 ~595(1) ~2,056 ~393(2) ~2,449 ~289(3) ~2,738 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020E 2021E 2022E

The Stockholder Proposals Are an Attempt to Remove and Replace Nine Incumbent Directors Who Have a Track Record of, and Commitment to, Acting in the Best Interests of the Company and Its Stockholders.

The Board Believes That the Senator and Cannae Nominees—Through Whom Senator and Cannae Seek to Seize Control of CoreLogic—Are Not in the Best Position to Serve the Interests of the Company’s Stockholders.

The Acquisition Proposal Presents Serious Concerns Over the Likelihood of its Completion, Creating Significant Uncertainty and Risk.

The Board believes that Senator and Cannae’s opportunistic Acquisition Proposal—which significantly undervalues the Company and its current growth trajectory—is designed to benefit Senator and Cannae at the expense of all of the Company’s other stockholders. In contrast, your Board, which is composed entirely of independent directors, other than the Company’s Chief Executive Officer, is committed to enhancing value for all stockholders and has overseen the successful execution of key initiatives, including growth in share and market leadership in key operating units, scaling of core mortgage operations, successful cost productivity initiatives and a shift in revenue mix towards platform and higher profit solutions. The Board is confident that the Company will, consistent with its outstanding track record, deliver greater value to its stockholders by executing its strategic plan than through pursuing the Acquisition Proposal, which your Board has determined (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TODAY AGAINST ALL OF THE STOCKHOLDER PROPOSALS ON THE ENCLOSED WHITE PROXY CARD.

In addition to the reasons provided above, the Board believes you should vote AGAINST each of the Stockholder Proposals for the following reasons:

STOCKHOLDER PROPOSAL 1

REPEAL PROPOSAL

Proposal 1 is a proposal to repeal any provision of, or amendment to, the Bylaws adopted without stockholder approval subsequent to July 6, 2020. The text of the proposed resolution to be voted upon at the Special Meeting is below.

RESOLVED, to repeal each provision of, or amendment to, the Bylaws adopted by the Board without the approval of the Company’s stockholders subsequent to July 6, 2020.

THE BOARD’S RESPONSE TO STOCKHOLDER PROPOSAL 1

Your Board unanimously recommends that you vote AGAINST Proposal 1 for the following reasons.

Under our Charter, our Bylaws and Delaware law, our Board is charged with the responsibility of managing and conducting the business and affairs of the Company. In order to permit our Board to carry out its responsibilities and correspondingly fulfill its fiduciary duties to the Company and its stockholders, both our Charter and Bylaws provide that our Board has the power to adopt, amend or repeal the Bylaws. Your Board is committed to good corporate governance and periodically considers ways to enhance the Bylaws.

Proposal 1 (the Repeal Proposal) seeks to repeal all amendments to our Bylaws adopted by our Board without stockholder approval after July 6, 2020 and prior to the effectiveness of such proposal without regard to the subject matter of any Bylaw amendment in question. This proposal is speculative and is designed to nullify unspecified provisions of the Bylaws that may be adopted by the Board in its efforts to act in the best interests of, and protect, the Company and its stockholders. No such amendments to the Bylaws have been made or are currently being contemplated. Furthermore, the Board’s fiduciary duties require that it retain flexibility to adopt, at any time, any amendment to the Bylaws that it believes is proper and in the best interests of the Company’s stockholders. The automatic repeal of any duly adopted Bylaw amendment, irrespective of its content, could have the unfortunate effect of repealing one or more properly adopted Bylaw amendments determined by the Board to be in the best interests of the Company and its stockholders.

The approval of Proposal 1 requires the affirmative vote of the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of the Company. Abstentions and broker non-votes, if any, will have the same effect as votes against Proposal 1. Stockholders may vote “AGAINST,” “ABSTAIN” from voting or vote “FOR” with respect to Proposal 1.

For the foregoing reasons, the Board unanimously recommends that you vote AGAINST Proposal 1.

STOCKHOLDER PROPOSAL 2

DIRECTOR REMOVAL PROPOSAL

Proposal 2 is a proposal to remove, without cause, nine independent Incumbent Directors from the Board. The text of the proposed resolution to be voted upon at the Special Meeting is below.

RESOLVED, to remove from office as directors of the Company J. David Chatham, Douglas C. Curling, John C. Dorman, Paul F. Folino, Thomas C. O’Brien, Pamela H. Patenaude, Vikrant Raina, J. Michael Shepherd and David F. Walker, as well as any other person or persons elected or appointed to the Board without stockholder approval after June 18, 2020 and up to and including the date of the Special Meeting (other than any of the Senator and Cannae Nominees).

THE BOARD’S RESPONSE TO STOCKHOLDER PROPOSAL 2

Your Board unanimously recommends that you vote AGAINST removal of all the Incumbent Directors named in Proposal 2 for the following reasons.

Proposal 2 (the Director Removal Proposal) seeks to remove, without cause, nine of your Incumbent Directors. The Board believes that the removal of the nine duly elected, highly-qualified and independent Incumbent Directors, all of whom (other than Pamela Patenaude, who joined the Board in June 2020) were duly elected by the Company’s stockholders less than five months ago at the Company’s 2020 Annual Meeting, would disrupt the implementation of the Company’s strategic plan, could adversely impact the value of your investment and is not in the best interests of stockholders other than Senator and Cannae. Eleven of the 12 directors on your current Board are independent (including each of the nine Incumbent Directors that Senator and Cannae are attempting to remove). Your current directors are committed to enhancing value for all of the Company’s stockholders and have overseen the successful execution of key initiatives including growth in share and market leadership in key operating units, scaling of core mortgage operations, successful cost productivity initiatives and a shift in revenue mix towards platform and higher profit solutions. The Board is confident that the Company will, consistent with its outstanding track record, deliver greater value to its stockholders by executing its strategic plan rather than through pursuing the Acquisition Proposal, which (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders.

In the past three years, the Company, under the guidance of the Board, continued its strategy of portfolio rationalization, cost savings initiatives and returning capital to stockholders. For example, from fiscal year 2016 to fiscal year 2019, the Company expanded its non-mortgage business from approximately 30% of its overall business to 40%, exited additional legacy non-core units generating approximately $100 million in revenue, reduced costs by $25 million per year, repurchased 14 million shares of Common Stock and began paying a quarterly dividend. In addition, because of the success of your current Board, stockholders have been rewarded with strong returns. Recently, the Company increased its share repurchase authorization to $1 billion, implemented a quarterly dividend of $0.22 per share and then increased the quarterly dividend by 50%, from $0.22 per share to $0.33 per share. Further, the Company plans to return over $1.2 billion of capital to stockholders from fiscal year 2020 through fiscal year 2022. We ask you to review the section of this Proxy Statement entitled “Reasons to Reject the Stockholder Proposals” and our public filings for more information about our historical performance and your Board’s leadership.

Further, each of the Company’s current directors has first-hand working knowledge of the Company, its business, its operations, its employees and its customers, and all nine of the Incumbent Directors that Senator and Cannae are attempting to remove have experience in real estate, insurance or technology, which are crucial areas of expertise for understanding and overseeing the Company’s business. More information about the qualifications and experience of each of the Company’s directors is included in the section of this Proxy Statement entitled “Directors of the Company.”

We believe that our Board is best suited to fully capitalize on the Company’s key initiatives and the value of our current long-term business plan. We further believe that the current directors’ relevant expertise and proven track record of delivering and creating value for its stockholders demonstrates that each of the nine Incumbent Directors should remain in office. As a result, the Board believes that the interests of the Company’s stockholders will be best served if the Incumbent Directors remain on the Board and the Company’s current directors, acting independently from, and without any connection to, Senator and Cannae, are given the opportunity to continue to oversee the execution of the Company’s plan and initiatives to enhance value for all of the Company’s stockholders.

The approval of Proposal 2 requires the affirmative vote of the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of the Company. Abstentions and broker non-votes, if any, will have the same effect as votes against Proposal 2. Stockholders may vote “AGAINST,” “ABSTAIN” from voting or vote “FOR” the removal of each of the Incumbent Directors named in Proposal 2.

No person has been elected or appointed to the Board after June 18, 2020, and the Board does not intend to appoint any person to the Board prior to the Special Meeting. Should any person be elected or appointed to the Board prior to the Special Meeting, the Company will provide a means for stockholders to vote “AGAINST,” “ABSTAIN” from voting or vote “FOR” the removal from the Board of any such person. If a WHITE Proxy Card is delivered prior to such means being provided and not revoked, the proxies named on the WHITE Proxy Card will ABSTAIN from voting with respect to the removal from the Board of any such person.

For the foregoing reasons, the Board unanimously recommends that you vote AGAINST removal of all the Incumbent Directors named in Proposal 2.

STOCKHOLDER PROPOSAL 3

NOMINATION PROPOSAL

Proposal 3 is a proposal to nominate the nine nominees selected by Senator and Cannae for appointment to the Board, by the directors then in office, to the extent there are vacancies on the Board pursuant to the adoption of Proposal 2. The text of the proposed resolution to be voted upon at the Special Meeting is below.

RESOLVED, to nominate the Senator and Cannae Nominees—W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell andHenry W. “Jay” Winship—for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal.

THE BOARD’S RESPONSE TO STOCKHOLDER PROPOSAL 3

Your Board unanimously recommends that you vote AGAINST the nomination for appointment of all of the Senator and Cannae Nominees named in Proposal 3 for the following reasons.

Proposal 3 (the Nomination Proposal) seeks to replace nine of your duly elected, highly-qualified and independent Incumbent Directors, with nine nominees hand-picked by Senator and Cannae. The Board believes that Senator and Cannae’s hand-picked nominees have been chosen not to protect the interests of CoreLogic’s stockholders, but rather to facilitate an acquisition of the Company by Senator and Cannae at a price and on terms comparable to the Acquisition Proposal that your duly elected, highly-qualified and independent Board has determined (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders. Further, the Board believes that Senator and Cannae’s opportunistic Acquisition Proposal—which significantly undervalues the Company and its current growth trajectory—is designed to benefit Senator and Cannae at the expense of all of the Company’s other stockholders.

The Senator and Cannae Nominees, unlike the Incumbent Directors, have limited or no familiarity with the Company. None of the Senator and Cannae Nominees have disclosed management, operating or M&A experience in CoreLogic’s industry. In order to act on behalf of the Company’s stockholders, and appropriately evaluate the Company’s strategic alternatives, the Senator and Cannae Nominees would need to spend considerable time to obtain the knowledge necessary to understand the Company’s operations and its prospects, as they would not have the benefit of the decades of cumulative experience of the Incumbent Directors.

It would be in Senator and Cannae’s interest (but not in the interest of other CoreLogic stockholders) to buy the Company at the lowest possible price. The Senator and Cannae Nominees, if appointed to the Board, would have control of your Board and would be positioned to consider and negotiate an acquisition proposal with Senator and Cannae, the very same entities that nominated and are soliciting votes for them. This would allow the hand-picked Senator and Cannae Nominees to, subject to fiduciary duties, facilitate an acquisition of the Company by Senator and Cannae at a price and on terms comparable to the Acquisition Proposal that your duly elected, highly-qualified and independent Board has determined (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders. In

considering the Acquisition Proposal and the Stockholder Proposals, your Board believes that it is important for the Company’s stockholders to recognize that Senator and Cannae have no duty to act in the best interests of the Company’s stockholders (including in selecting the Senator and Cannae Nominees that Senator and Cannae are proposing to be appointed to your Board).

Pursuant to our Charter and Bylaws, vacancies on the Board shall, unless provided by law or resolution of the Board, be filled solely by the affirmative vote of a majority of the remaining directors in office, even though less than a quorum.

In the event of the valid adoption of Proposal 3, pursuant to Section 5.2 of the Charter and Section 3.3 of the Bylaws, the directors remaining in office will, subject to applicable law, fill any vacancies on the Board resulting from removals with the Eligible Nominees, if any. If the number of Eligible Nominees approved by stockholders exceeds the number of vacancies on the Board resulting from the removal of Incumbent Directors, the Board will fill such vacancies with the Eligible Nominees receiving the highest number of affirmative votes, subject to applicable law or, in the event of a tie, the Board shall determine which of the Eligible Nominees receiving the highest number of affirmative votes will fill such vacancies. The Board is not currently aware of any facts that would prevent any of the Senator and Cannae Nominees from being appointed under applicable law.

The approval of Proposal 3 requires the affirmative vote of the holders of a majority in voting power of the Company’s stock entitled to vote thereon, present in person or represented by proxy at the Special Meeting. Abstentions will have the same effect as votes against Proposal 3. Broker non-votes, if any, will have no effect on Proposal 3 as brokers are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner. Stockholders may vote “AGAINST,” “ABSTAIN” from voting or vote “FOR” the nomination for appointment of each of the Senator and Cannae Nominees named in Proposal 3.

For the foregoing reasons, the Board unanimously recommends a vote AGAINST the nomination for appointment of all the Senator and Cannae Nominees named in Proposal 3.

STOCKHOLDER PROPOSAL 4

BYLAW AMENDMENT PROPOSAL

Proposal 4 is a proposal to amend the Bylaws to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal. The text of the proposed resolution to be voted upon at the Special Meeting is below.

RESOLVED, that Section 2.2 of Article II of the Bylaws be, and hereby is, amended, as set forth below, to add a new clause to Section 2.2 of Article II of the Bylaws (which shall be designated clause (b)) to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal:

“(b) Notwithstanding anything to the contrary set forth herein, unless otherwise specified by the Court of Chancery, the Chief Executive Officer or Secretary shall, within five (5) business days after the date on which the Court of Chancery issues an order requiring the Corporation to hold an election pursuant to Section 223 of the DGCL, call a special meeting of stockholders of the Corporation for the election of directors and deliver notice of such meeting as provided in Section 2.3 of this Article II. Any special meeting of stockholders of the Corporation so called shall be held at the place, date and time specified in the notice of such meeting and in accordance with applicable law (or, at such other place, date and time as may be specified by the Court of Chancery).”

THE BOARD’S RESPONSE TO STOCKHOLDER PROPOSAL 4

Your Board unanimously recommends that you vote AGAINST Proposal 4 for the following reasons.

Proposal 4 (the “Annual Meeting”Bylaw Amendment Proposal) seeks to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal. Your Board believes that Proposal 4 is an obvious attempt by Senator and Cannae to amend the Bylaws to circumvent the views of stockholders and to make it easier for Senator and Cannae to gain control of the Board.

In the event of the valid adoption of Proposal 3, pursuant to Section 5.2 of the Charter and Section 3.3 of the Bylaws, the directors remaining in office will, subject to applicable law, fill any vacancies on the Board, resulting from removals with the Eligible Nominees, if any, and if the number of Eligible Nominees exceeds the number of vacancies on the Board resulting from removals, the Board will fill such vacancies with such nominees receiving the highest number of affirmative votes, subject to applicable law or, in the event of a tie, the Board shall determine which of the Eligible Nominees receiving the highest number of affirmative votes will fill such vacancies. As a result, in the context of the Special Meeting, the proposed Bylaw amendment becomes potentially applicable only when the Senator and Cannae Nominees do not receive the requisite stockholder approval to be nominated to fill available vacancies. In such a situation, notwithstanding that the Senator and Cannae Nominees did not obtain the requisite stockholder approval at the Special Meeting, Senator and Cannae, after having lost the vote, seek to facilitate through the Bylaw amendment the calling of another special meeting to try again to put their hand-picked nominees on the Board.

The approval of Proposal 4 requires the affirmative vote of the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of the Company. Abstentions and broker non-votes, if any, will have the same effect as votes against Proposal 4. Stockholders may vote “AGAINST,” “ABSTAIN” from voting or vote “FOR” with respect to Proposal 4.

For the foregoing reasons, the Board unanimously recommends that you vote AGAINST Proposal 4.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TODAY AGAINST ALL OF THE STOCKHOLDER Proposals on the enclosed WHITE proxy card.

Please do not delay. In order to ensure that the Board is able to continue to act in your best interests, please vote AGAINST all of the Stockholder Proposals as promptly as possible—over the internet, using the website indicated on the enclosed WHITE Proxy Card; by telephone, using the toll-free number on the WHITE Proxy Card; or by signing, dating and returning the WHITE Proxy Card in the postage-paid envelope provided.

BACKGROUND OF THE SOLICITATION

The Company regularly meets with its stockholders to discuss the Company and its business, operations and financial results to provide transparency into the direction and strength of the Company’s business. On March 24 and 31, 2020, following release of the Company’s annual results, an investor relations executive of the Company had ordinary course meetings at the request of a representative of Senator to discuss business results from the fourth quarter and full year 2019. At no time during that meeting did the representative of Senator raise the prospect of a potential acquisition of the Company, Senator seeking control of the Company or any similar proposal. However, the Company has subsequently learned, following June 26, 2020, based on public filings, that Senator and Cannae had begun discussing an investment partnership to opportunistically trade in marketable securities as early as October 2019 and that from at least as early as February into late June of 2020, Senator and Cannae were acquiring shares of Common Stock as well as total return swaps, over-the-counter forward purchase contracts and cash-settled swaps with respect to the Common Stock in a manner seemingly intended to avoid disclosure and detection.

On June 10 2020, Cannae announced the pricing of an underwritten public offering of approximately $455 million of common stock. The June 10, 2020 prospectus supplement with respect to the offering (the “Prospectus”) stated that the use of proceeds was “to fund future acquisitions or investments, including potential investments in existing portfolio companies, and for general corporate purposes.” The Prospectus did not mention that such funds could be utilized for the acquisition of CoreLogic then being pursued secretly by Senator and Cannae.

On June 25, 2020, with no knowledge of Senator and Cannae’s actions or plans, the Company issued a press release increasing its guidance for the second quarter of fiscal year 2020 to reflect the Company’s expectations for strong second quarter financial performance. Following the issuance of the press release after the market closed, the Company’s stock price increased approximately 9% to $57.80 in after-hours trading.

Early on the morning of June 26, 2020, Senator and Cannae, without contacting the Company in advance, publicly issued the Acquisition Proposal Press Release, announcing the Acquisition Proposal to acquire the Company at a price of $65.00 in cash per share of Common Stock. In the Acquisition Proposal Press Release, Senator and Cannae disclosed for the first time that they had jointly accumulated an aggregate economic interest in the Company equivalent to approximately 15% of the outstanding Common Stock, which they later disclosed in the Senator and Cannae 13D to consist of 8.2% of the Company’s outstanding Common Stock, shares of Common Stock underlying total return swaps or over-the-counter forward contracts equal to 1.8% of the outstanding Common Stock and cash-settled swaps referencing 5% of the outstanding Common Stock. Senator and Cannae failed to note that when they announced their ownership position in the Acquisition Proposal Press Release, they did not own the percentage claimed, which only became discernible when in the Senator and Cannae 13D, filed on June 30, 2020, Senator and Cannae were required to disclose recent trades which showed that approximately 3% (consisting of shares of Common Stock and over-the-counter forward contracts to acquire shares of Common Stock) of the 15% economic interest that they claimed to own was actually acquired after they issued the Acquisition Proposal Press Release at prices as high as $68.27 per share.

Later in the day on June 26, 2020, the Company received a letter from Senator and Cannae containing the Acquisition Proposal, and the Company issued a statement that the Board would carefully review the Acquisition Proposal to determine the course of action it believed was in the best interests of the Company and its stockholders.

On June 27, 2020 and July 3, 2020, the Board held meetings to discuss, with the assistance of the Company’s independent financial advisor, Evercore Inc. (“Evercore”), and youits outside legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), the Acquisition Proposal and potential next steps.

On July 1, 2020, the Company received notice that Senator Focused Strategies LP, an affiliate of Senator, filed, on June 29, 2020, for HSR approval to acquire additional shares of Common Stock with a value, together

with shares already owned, of up to $940.1 million, representing less than a majority of our Common Stock. The HSR waiting period for such Senator fund to acquire additional shares of Common Stock would have expired on July 29, 2020, unless the FTC issued a request for additional information, commonly referred to as a second request. The Company is not aware of such HSR waiting period having expired or been terminated. In addition, the Company is not aware of Cannae making a similar HSR filing.

On July 6, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to receive an update on the Company’s business and results and to discuss, among other things, (i) updating the Company’s fiscal year 2020 guidance and providing guidance for fiscal year 2021 and fiscal year 2022, (ii) increasing the Company’s share repurchase authorization, (iii) the Acquisition Proposal and (iv) the adoption of a short-term stockholder rights plan. At the meeting, the Board unanimously (A) determined to update the Company’s guidance for fiscal year 2020 and to provide guidance for fiscal year 2021 and fiscal year 2022 to give additional transparency to stockholders regarding the strength and direction of the Company’s business and (B) approved an increase in the Company’s share repurchase authorization to $1 billion reflecting the strength of the Company’s business and intention to return a significant portion of free cash flow to stockholders. At the meeting the Board, following consultation with Evercore and Skadden, unanimously determined that the Acquisition Proposal (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders. The Board did, however, authorize management to meet with Senator and Cannae to learn more about the Acquisition Proposal. The Board also adopted a short-term stockholder rights plan.

On the morning of July 7, 2020, the Company issued a press release announcing (i) the Board’s determination that the Acquisition Proposal (A) significantly undervalues the Company, (B) raises serious regulatory concerns and (C) is not in the best interests of the Company’s stockholders, (ii) the increase in the Company’s share repurchase authorization to $1 billion, and (iii) the adoption of a short-term stockholder rights plan. The Company separately issued a press release on July 7, 2020 updating the Company’s guidance for fiscal year 2020 and providing guidance for fiscal year 2021 and fiscal year 2022.

On July 7, 2020, Senator and Cannae issued a press release announcing, among other things, that they were prepared, if the Company did not engage with Senator and Cannae regarding the Acquisition Proposal, to call a special meeting of Company stockholders to replace the Board as early as July 28, 2020.

On July 14, 2020, members of the Board and senior management of the Company met by video conference with representatives of Senator and Cannae to learn more about the Acquisition Proposal and to seek additional information regarding (i) Senator and Cannae’s views on value and willingness to raise its offer price, (ii) Senator and Cannae’s financing and (iii) potential regulatory concerns raised by the Acquisition Proposal. The parties discussed, among other things, the Company’s value drivers, why the Board believed the Acquisition Proposal significantly undervalues the Company, regulatory concerns raised by the Acquisition Proposal and financing of a transaction. Senator and Cannae did not increase the value of the Acquisition Proposal notwithstanding the Company’s public disclosure of multi-year financial projections and increased guidance since the date the Acquisition Proposal was made public. Senator and Cannae also declined to disclose the sources or status of their equity financing, and provided no additional information regarding their debt financing other than that the non-binding and highly conditional Highly Confident Letter had been provided by BofA Securities. Nonetheless, Senator and Cannae requested access to confidential and competitively sensitive non-public due diligence information. The Company noted that it had already publicly disclosed a significant amount of new information in its updated guidance for fiscal year 2020 and its forecasts for fiscal year 2021 and fiscal year 2022 to support Senator and Cannae raising the price offered in the Acquisition Proposal and responded that it would raise the request to conduct non-public due diligence with the Board.

On July 14, 2020, the Company received written notification from the FTC that the FTC was conducting an investigation of the Acquisition Proposal, and requesting that the Company produce information in connection with that investigation.

On July 15, 2020, representatives of Skadden and representatives of Cannae’s legal counsel at Weil, Gotshal & Manges LLP (“Weil”) and Senator’s legal counsel at Cadwalader, Wickersham & Taft LLP (“Cadwalader”) spoke via conference call regarding the regulatory considerations raised by the Acquisition Proposal.

Also on July 15, 2020, representatives of Weil sent to representatives of Skadden and Evercore a non-binding and highly conditional Highly Confident Letter from BofA Securities to Cannae, dated June 28, 2020. The Highly Confident Letter relates to, but undertakes no commitment or obligation to provide, credit facilities in an amount of up to $3.6 billion, or approximately half of the funds required to complete the Acquisition Proposal. The Highly Confident Letter stated that it is not intended to be and should readnot be construed as (or relied upon as) an offer or commitment by BofA Securities or any of its affiliates to provide, extend or arrange any financing, and creates no obligations or liability on BofA Securities in connection therewith, and that any offer or commitment would in any event be subject to BofA Securities’ internal committee approval process in addition to numerous conditions, including (i) that the entirestructure, terms and conditions, and documentation, including the principal economic terms and structure for the proposed acquisition, are consistent with what has been described to BofA Securities, and the documentation for the proposed financing is satisfactory to BofA Securities; (ii) the receipt of all consents required to consummate the proposed acquisition; (iii) the receipt of customary syndication documents, including audited, unaudited and pro forma financial statements, and other customary marketing materials and a customary marketing period for the proposed financing; (iv) Cannae’s full cooperation with respect to the syndication of the proposed financing and BofA Securities having a customary time to syndicate the proposed financing; (v) absence of any material adverse change affecting the Company, Cannae or their respective businesses, or in the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) of the Company and its subsidiaries and Cannae and its subsidiaries, in each case, since the date of the audited financial information delivered to BofA Securities; and (vi) satisfactory customary due diligence. The letter stated that obtaining financing for the proposed acquisition is inherently subject to uncertainties and contingencies beyond BofA Securities’ control and that, accordingly, there can be no assurance that the arrangement of the proposed financing will in fact be accomplished.

On July 17, 2020, Senator and Cannae sent a letter to the Company indicating that it would only increase the price of the Acquisition Proposal after conducting due diligence that demonstrates a higher price was justified.

On July 17, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to discuss, among other things, the Acquisition Proposal and Senator and Cannae’s request to conduct non-public due diligence. The Board reviewed the request in light of the value and other terms proposed by Senator and Cannae, which the Board had previously unanimously determined (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders. The Board noted that since the Acquisition Proposal was initially announced the Company had provided Senator and Cannae significant additional transparency into the strength and direction of the Company’s business when it publicly issued increased guidance for fiscal year 2020 and publicly provided financial projections for fiscal year 2021 and fiscal year 2022, and that Senator and Cannae had insight into the Company’s business through Cannae’s and its associated companies’, including Black Knight, Inc. and Fidelity National Financial, Inc., knowledge of the industry, and had sufficient information to increase the price of the Acquisition Proposal but had not done so. At the meeting, the Board determined not to provide non-public information to Senator and Cannae unless they first raised their offer to a level that provided appropriate value to the Company’s stockholders reflecting CoreLogic’s strong multi-year outlook. Thereafter, the Company communicated the Board’s decision to Senator and Cannae and, on July 20, 2020, issued a press release disclosing the Board’s decision.

On July 22, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to discuss the release of earnings for the second quarter of fiscal year 2020, the provision of third quarter guidance and updated full year guidance for fiscal year 2020, the Company’s quarterly dividend, timing of potential share repurchases, and the planned divestiture of the Company’s tenant screening and credit solution businesses.

On July 23, 2020, the Company issued its earnings for the second quarter of fiscal year 2020 reflecting strong financial results for the quarter and announced, among other things, guidance for the third quarter of fiscal year 2020, further increased full-year guidance for fiscal year 2020 and a 50% increase in its quarterly dividend to $0.33 per share.

On July 24, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to receive an update on the second quarter of fiscal year 2020 earnings call and matters relating to the Acquisition Proposal.

On July 29, 2020, Senator and Cannae issued a press release stating that it had initiated a process to request that the Board call a special meeting of stockholders to elect the Senator and Cannae Nominees to the Board.

On July 29, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, at which they discussed, among other things, the announcement that Senator and Cannae had initiated a process to request that the Board call a special meeting of stockholders and other matters relating to the Acquisition Proposal.

On July 30, 2020, Senator delivered a letter (the “Record Date Request Letter”) to CoreLogic’s Secretary to request that a record date be set by the Board for the purpose of determining the Company’s stockholders entitled to deliver to Senator the requisite stockholder request cards necessary to request that the Board call a special meeting of the Company’s stockholders for the purposes described in the Record Date Request Letter (the “Request Solicitation”).

On July 31, 2020, Senator and Cannae filed a preliminary version of the Senator and Cannae Solicitation Statement with the SEC, with respect to the Request Solicitation.

Also on July 31, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to discuss the Record Date Request Letter, the Senator and Cannae Solicitation Statement, a potential special meeting of stockholders and the Acquisition Proposal.

On August 4, 2020, Skadden sent a letter to Cadwalader, seeking clarification regarding Senator’s director removal proposal set forth in the Record Date Request Letter and the Senator and Cannae Solicitation Statement.

On August 5, 2020, Cadwalader responded to Skadden that Senator would amend its director removal proposal to propose the removal of nine current directors and any director appointed after June 18, 2020 and until the date of the Special Meeting (other than the Senator and Cannae Nominees) without stockholder approval.

On August 6, 2020, Senator and Cannae filed with the SEC (i) an amendment to the Senator and Cannae Solicitation Statement and (ii) an amendment to the Senator and Cannae Schedule 13D.

On August 7, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to discuss the Record Date Request Letter, including certain deficiencies with respect to the proposals set forth in such letter, timing considerations relating to a potential special meeting of stockholders and potential responses by the Board to the Record Date Request Letter.

Also on August 7, 2020, the Company received a Civil Investigative Demand and subpoena from the FTC in connection with the FTC’s investigation into Senator and Cannae, requiring that the Company produce information in connection with that investigation.

On August 9, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to discuss the Record Date Request Letter and determined to call the Special Meeting, without requiring Senator to deliver requests from the holders of 10% of the outstanding Common Stock, in order to allow the Company’s

stockholders to consider and vote upon the Stockholder Proposals. The Board also determined to hold the Special Meeting on November 17, 2020, to set August 19, 2020 as the record date for the Request Solicitation and to engage First Coast Results, Inc. to serve as the Inspector of Elections at the Special Meeting. Later that day, the Company issued a press release announcing the Board’s decision to call the Special Meeting and sent a letter to Senator regarding the Board’s decision to call the Special Meeting as well as detailing certain deficiencies in the Record Date Request Letter.

On August 10, 2020, representatives of Cadwalader and Skadden spoke via conference call, during which, among other things, representatives of Cadwalader proposed that Senator and the Company enter into a letter agreement pursuant to which Senator would withdraw the Request Solicitation in exchange for imposing various obligations on the Company with respect to the Special Meeting, including that the Company hold the Special Meeting on November 17, 2020 (the “Proposed Letter Agreement”).

On August 12, 2020, Cadwalader sent Skadden a draft of the Proposed Letter Agreement.

On August 13, 2020, Senator and Cannae filed an amendment to the Senator and Cannae Solicitation Statement with the SEC.

On August 14, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to receive an update on developments relating to the Acquisition Proposal and the Request Solicitation and to discuss Senator’s Proposed Letter Agreement. After careful consideration, the Board concluded that entering into the Proposed Letter Agreement was unnecessary in light of the Board having called the Special Meeting for stockholders to consider and vote upon the Stockholder Proposals.

On August 14, 2020, Skadden notified Cadwalader that the Board had carefully considered the Proposed Letter Agreement and had concluded that the Proposed Letter Agreement and the Request Solicitation were not necessary in light of the Board having called the Special Meeting in order for stockholders to consider and vote upon the Stockholder Proposals. On the same day, the Company also issued a press release announcing the Board’s determination that the Proposed Letter Agreement was unnecessary and additional details regarding the Stockholder Proposals and the Special Meeting.

On August 18, 2020, Senator and Cannae filed an amendment to the Senator and Cannae Solicitation Statement with the SEC.

On August 19, 2020, Senator and Cannae filed a definitive version of the Senator and Cannae Solicitation Statement with the SEC.

On August 21, 2020 and August 28, 2020, the Board held meetings, with representatives from Evercore and Skadden present, to receive an update on developments relating to the Acquisition Proposal and the Request Solicitation.

On August 31, 2020, notwithstanding that on August 9, 2020 the Company had already called the Special Meeting, Senator delivered a letter (the “Special Meeting Request Letter”) to CoreLogic’s Secretary to request that the Board call a special meeting of the Company’s stockholders in order for stockholders to consider and vote upon certain proposals set forth in the Special Meeting Request Letter. Concurrently with the Special Meeting Request Letter, Senator also delivered a notice of its intent to nominate the Senator and Cannae Nominees for appointment to the Board at the Special Meeting.

Also on August 31, 2020, Senator and Cannae filed an amendment to the Senator and Cannae Schedule 13D with the SEC.

On September 4, 2020, the Board held a meeting, with representatives from Evercore and Skadden present, to receive an update on developments relating to the Acquisition Proposal, the Request Solicitation and the

Special Meeting Request Letter and to consider certain matters relating to the Special Meeting. At the meeting, the Board unanimously determined (i) to set September 18, 2020 as the Record Date for the Special Meeting, (ii) to approve the filing of a preliminary proxy statement carefullywith respect to the Special Meeting, and (iii) that the Stockholder Proposals include the business set forth by Senator in the Special Meeting Request Letter, other than a proposal set forth therein which is not a proper subject for stockholder action and a precatory proposal which was not properly made pursuant to the Bylaws. As a result, the Board determined, in accordance with the Bylaws, not to call the additional special meeting requested by Senator as the business requested by Senator that was properly requested was already included in the business of the Special Meeting.

Later that day, the Company sent a letter to Senator advising it of the Board’s determinations with respect to the Special Meeting Request Letter and offering to Senator, even though not properly made by Senator, to call a special meeting solely to consider and vote on Senator’s precatory proposal requesting that the Board appoint the Senator and Cannae Nominees when stockholders have already voted not to remove the Incumbent Directors or when there are not vacancies on the Board to be filled.

Also on September 4, 2020, the Company filed a preliminary proxy statement with respect to the Special Meeting.

On September 8, 2020, Senator and Cannae filed a preliminary proxy statement with respect to the Special Meeting.

On September 11, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to receive an update on developments relating to the Acquisition Proposal and the Special Meeting.

On September 14, 2020, the Company filed an amendment to its preliminary proxy statement with respect to the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

You are receiving this Proxy Statement as a stockholder of CoreLogic as of the close of business on the Record Date. As further described below, we request that you promptly use the enclosed WHITE Proxy Card to vote, by internet, by telephone, or by mail, in the event you desire to:

The Board unanimously recommends that you vote today AGAINST all of the Stockholder Proposals on the enclosed WHITE Proxy Card.

Giving us your proxy means that you authorize the proxy holders identified on the WHITE Proxy Card to vote your shares at the Special Meeting in the manner you direct. You may also abstain from voting. If you sign and return the enclosed WHITE Proxy Card but do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the Board.

ANNUAL MEETING INFORMATION AND STOCKHOLDER VOTING MATTERS

Your Board has unanimously determined that the Stockholder Proposals are not in the best interests of the Company and its stockholders and that stockholders should vote AGAINST all of the Stockholder Proposals.

CoreLogic held its 2020 Annual Meeting on April 28, 2020, less than five months ago, where our stockholders elected each member of the current Board, with the exception of Pamela Patenaude who joined the Board in June 2020. Each of the nine Incumbent Directors that Senator and Cannae are proposing to

remove brings valuable experience and expertise to your Board. The unique qualifications of each director, including his or her experience, expertise, attributes and skills, led to our Board’s recommendation that each should serve as a member of the Board. For more information on each director’s background, please see the section of this Proxy Statement entitled “Directors of the Company.”

While the Company’s existing corporate governance policies provide multiple avenues for stockholders to express their views, the Board does not believe that removing a majority of the Board’s recently elected directors and replacing them with directors hand-picked by Senator and Cannae is in the best interests of the Company or its stockholders. Rather, the Board believes that stockholder interests would be best served by allowing your duly elected directors to continue implementing the Company’s strategic priorities and working to enhance stockholder value.

The Stockholder Proposals seek to remove nine Incumbent Directors serving on CoreLogic’s experienced independent Board (with only one management director, our Chief Executive Officer, on the Board) and replace them with the nine hand-picked Senator and Cannae Nominees. If appointed, the Senator and Cannae Nominees would be positioned to consider and negotiate an acquisition proposal with Senator and Cannae, the same entities that nominated and are soliciting votes for them. This would allow these hand-picked Senator and Cannae Nominees to, subject to their fiduciary duties, facilitate the acquisition of the Company by Senator and Cannae at a price and on terms comparable to the Acquisition Proposal that your duly elected, highly-qualified and independent Board has determined (i) significantly undervalues the Company, (ii) raises serious regulatory concerns and (iii) is not in the best interests of the Company’s stockholders.

As a result, your Board unanimously recommends that you use the enclosed WHITE Proxy Card to vote via the internet or by telephone in accordance with the instructions on the WHITE Proxy Card or by signing, dating and returning the WHITE Proxy Card in the postage-paid envelope provided, as follows:

Mailing Date:This proxy statement and form of proxy are first being sent or made available to our stockholders on or about March 19, 2020.

CORELOGIC AT A GLANCE

We delivered strong operating and financial results in 2019. Significant strategic and operational highlights included:

Notable 2019 financial accomplishments include:

Please seeAppendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and FCF to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”).

BOARD OF DIRECTOR NOMINEES

The following table provides summary information about each director nominee as of the date of this proxy statement. All of the directors possess strength of character, inquiring and independent minds, mature judgment and a deep commitment to our success.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Please note that participants in our 401(k) Plan may not vote their plan shares by ballot at the Special Meeting and in order to vote their shares, must provide voting instructions to Fidelity Management Trust Company (“Fidelity”) by [●], 2020 at [●] [a.m.]/[p.m.], [Eastern time]. See “How are my shares in the Company’s 401(k) Plan voted?” in this section of the Proxy Statement for more information.

If you have previously voted using a [●] proxy card sent to you by Senator or Cannae, you may change your vote and revoke your prior proxy by voting via the internet or by telephone following the instructions on the enclosed WHITE Proxy Card, or by signing, dating and returning the WHITE Proxy Card in the postage-paid envelope provided.

Your latest dated proxy card, internet or telephone vote is the one that is counted.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

* Denotes the year that director joined our board of directors (“Board”) pursuant to the separation from our predecessor, The First American Corporation (“FAC”), in 2010. Messrs. Chatham and O’Brien joined the predecessor FAC board in 1989 and 2008, respectively, and Ms. Widener joined the predecessor FAC board in 2006.

  Audit Committee Financial Expert

CORPORATE GOVERNANCE HIGHLIGHTSSPECIAL MEETING PROCEDURES

Special Meeting Admission

Only the Company’s stockholders as of the close of business on the Record Date may attend the Special Meeting. If you are a stockholder of record you must bring proof of identification in order to be admitted to the Special Meeting. If you hold your shares through a broker, bank or other nominee, you will need to provide proof of ownership as of the close of business on the Record Date—for example, a copy of a brokerage statement showing your share ownership—and proof of identification in order to be admitted to the Special Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

We are committedcurrently plan to sound and effective corporate governance practices that servehold the long-term interestsSpecial Meeting in person. However, as part of our stockholders. contingency planning regarding the novel coronavirus (COVID-19), we are preparing for the possibility that the Special Meeting may be held by means of remote communication (sometimes referred to as a “virtual” meeting). If we take this step, we will announce the decision to do so as soon as practicable before the Special Meeting through a press release and public filing with the SEC, and details will be available for viewing under the “Investor Relations” section of our website at https://investor.corelogic.com. We recommend that you monitor this website for updated information and registration details in the event we determine to convert to a virtual meeting and you elect to participate remotely.

Who Can Vote, Outstanding Shares

Record holders of our Common Stock as of the close of business on September 18, 2020, the Record Date, may vote at the Special Meeting. As of the Record Date, there were [●] shares of our Common Stock outstanding, each entitled to one vote.

How You Can Vote

You can vote by proxy in one of three ways:

You may also vote by attending the Special Meeting and voting by ballot.

Please note that participants in our 401(k) Plan may not vote their plan shares by ballot at the Special Meeting and in order to vote their shares, must provide voting instructions to Fidelity by [●], 2020 at [●] [a.m.]/[p.m.], [Eastern time]. See “How are my shares in the Company’s 401(k) Plan voted?” in the section of this Proxy Statement entitled “Questions and Answers About the Special Meeting” for more information.

If your shares of our Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because all of the Stockholder Proposals are “non-routine matters,” your broker or other nominee would not have discretionary authority to vote your shares on the Stockholder Proposals. If your shares of our Common Stock are held in street name, your broker, bank or other nominee has enclosed a WHITE voting instruction form with this Proxy Statement. We strongly encourage you to authorize your broker or other nominee to vote your shares AGAINST all of the Stockholder Proposals by following the instructions provided on the WHITE voting instruction form.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy via the internet or by telephone by following the instructions on the WHITE Proxy Card, or by signing, dating and returning the WHITE Proxy Card

in the postage-paid envelope provided—even if you plan to attend the Special Meeting. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the internet, by telephone and by mail) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a WHITE Proxy Card, such shares will be voted by the proxy holders named on the enclosed WHITE Proxy Card according to the recommendation of our Board AGAINST all of the Stockholder Proposals.

Voting by Ballot

If you plan to attend and desire to vote at the Special Meeting, you will be provided with a ballot at the Special Meeting. Please note that if your shares of Common Stock are held of record by a broker, bank or other nominee, and you decide to attend and vote at the Special Meeting, your vote by ballot at the Special Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank or other nominee. Please also note that as mentioned above, participants in our 401(k) Plan may not vote their plan shares by ballot at the Special Meeting and in order to vote their shares, must provide voting instructions to Fidelity by [●], 2020 at [●] [a.m.]/[p.m.], [Eastern time]. See “How are my shares in the Company’s 401(k) Plan voted?” in the section of this Proxy Statement entitled “Questions and Answers About the Special Meeting” for more information. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

If you are a stockholder of record you must bring proof of identification in order to be admitted to the Special Meeting. If you hold your shares through a broker, bank or other nominee, you will need to provide proof of ownership as of the close of business on the Record Date—for example, a copy of a brokerage statement showing your share ownership—and proof of identification in order to be admitted to the Special Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting. There will be security present at the Special Meeting.

How You May Revoke or Change Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

If you have previously signed a [●] proxy card sent to you by Senator or Cannae, you may change your vote and revoke your prior proxy by voting via the internet or by telephone following the instructions on the enclosed WHITE Proxy Card, or by signing and dating the WHITE Proxy Card and returning it in the postage-paid envelope provided. Your latest dated proxy card, internet or telephone vote is the one that is counted.

If your shares are held in the name of a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

Quorum and Required Vote

The Board diligently exercises its oversight responsibilities withinspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Special Meeting, a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting must be present or represented by proxy at the Special Meeting. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. We do not believe that there will be any broker non-votes at the Special Meeting because we do not believe that any of the Stockholder Proposals will qualify for discretionary voting treatment by a broker. As a result, broker non-votes will not be counted for purposes of determining whether a quorum is present.

Proposal 1: (Repeal Proposal). The approval of Proposal 1 requires the affirmative vote of the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of the Company. Abstentions and broker non-votes, if any, will have the same effect as votes against this proposal.

Proposal 2: (Director Removal Proposal). The approval of Proposal 2 requires the affirmative vote of the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of the Company. Abstentions and broker non-votes, if any, will have the same effect as votes against this proposal.

Proposal 3: (Nomination Proposal). The approval of Proposal 3 requires the affirmative vote of a majority of shares entitled to vote thereon, present in person or represented by proxy at the Special Meeting. Abstentions will have the same effect as votes against the proposal. Broker non-votes, if any, will have no effect on this proposal as brokers are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

Proposal 4: (Bylaw Amendment Proposal). The approval of Proposal 4 requires the affirmative vote of the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of the Company. Abstentions and broker non-votes, if any, will have the same effect as votes against this proposal.

Results of Special Meeting

The Company has retained First Coast Results, Inc. to serve as independent inspector of elections in connection with the Special Meeting. The Company intends to notify stockholders of the results of the Special Meeting by issuing a press release, which it will also file with the SEC as an exhibit to a Current Report on Form 8-K.

PARTICIPANTS IN THE SOLICITATION

Under applicable regulations of the SEC, each of the Company’s businessdirectors and affairs consistentcertain of the Company’s officers and employees are deemed to be “participants” in this proxy solicitation. For certain required information about the Company’s directors, officers and employees who are deemed to be participants in the solicitation, please see Appendix A to this Proxy Statement, entitled “Additional Information Regarding Participants in this Solicitation.”

SOLICITATION OF PROXIES

Cost and Method of this Solicitation

The cost of this proxy solicitation will be borne by the Company. The Company estimates that the total expenditures relating to this solicitation (other than salaries and wages of our officers and regular employees), but excluding costs of litigation related to the solicitation (if any), will be approximately $[●], of which $[●] has been incurred as of the date of this Proxy Statement. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Common Stock.

The Company has retained Innisfree M&A Incorporated (“Innisfree”) as its proxy solicitor. Innisfree has advised the Company that approximately [●] of its employees will be involved in the solicitation of proxies by Innisfree on behalf of the Company. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee of $[●] plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the highest principlesengagement.

DIRECTORS OF THE COMPANY

The following are the names and ages of business ethicsour directors, the year they became directors, their principal occupations or employment for at least the past five years and corporate governance.certain of their other directorships.

SECURITY OWNERSHIPNAMED EXECUTIVE OFFICERS OF CERTAIN BENEFICIAL OWNERS ANDTHE COMPANY

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the ownership of our common stock as of December 31, 2019 by the persons or groups of stockholders who are known to us to be the beneficial owners of more than 5% of our shares of common stock as of March 4, 2020 (using the number of shares outstanding on this date for calculating the percentage). The information regarding beneficial owners of more than 5% of our shares of common stock is based solely on public filings made by such owners with the SEC.