Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2026 Annual Meeting held April 21, 2026, the Churchill Downs Incorporated (the "Company") shareholders: (1) elected two (2) Class III Directors to terms of three (3) years each; (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026;…
Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has created extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, Churchill Downs Racetrack, the home of the Kentucky Derby and premier races of the Thoroughbred Championship Series. Headquartered in Louisville, Kentucky, CDI has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. https://www.churchilldownsincorporated.com/
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting held April 21, 2026, the Churchill Downs Incorporated (the "Company") shareholders:
(1) elected two (2) Class III Directors to terms of three (3) years each;
(2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026; and
(3) approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures in the proxy statement.
Set forth below are the number of votes cast with respect to each of the matters submitted for vote at the meeting.
(1) Election of Class III Directors for a three year term
Nominee For Withheld Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Douglas C. Grissom 53,602,746 5,980,214 5,058,232
Daniel P. Harrington 56,384,182 3,198,778 5,058,232
(2) Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for fiscal year 2026
For Against Abstentions Broker Non-Votes
────────────────────────────────────────────────────────────────────────────────────────────────────
63,632,857 975,233 33,102 —
(3) Approval, on an advisory basis, of the compensation of the Company’s named executive officers
For Against Abstentions Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
50,404,461 9,078,571 99,928 5,058,232
