Churchill Downs Inc
For the period ended Apr 23, 2024. Filed Mar 14, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2024 · Filed Mar 14, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
|---|
CHURCHILL DOWNS INCORPORATED
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DEAR FELLOW SHAREHOLDERS,
Over the past year, Churchill Downs Incorporated’s portfolio of businesses delivered record net revenue of nearly $2.5 billion, $417 million of net income, and over $1.0 billion of Adjusted EBITDA. The Company accomplished several key strategic and operational objectives, firmly positioning us for growth in 2024 and beyond.
Highlights for 2023
| • | Held a very successful Kentucky Derby setting records in virtually every material metric. |
|---|
| • | Expanded our historical racing machine (HRM) business in Kentucky with the addition of a hotel and larger gaming floor at Derby City Gaming and the opening of Derby City Gaming Downtown. |
|---|
| • | Expanded our HRM business in Virginia with the opening of Rosie’s Gaming Emporia in Southern Virginia. |
|---|
| • | Completed the strategic acquisition of Exacta Systems driving operational and economic efficiencies by integrating the central determinate system technology into our HRM operations. |
|---|
| • | Closed the sale of the Arlington Heights property in Illinois to the Chicago Bears. |
|---|
Growth Objectives for 2024 and Beyond
| • | Complete the new world-class Paddock Project at Churchill Downs Racetrack to drive the 150th Kentucky Derby to new heights. |
|---|
| • | Celebrate the grand opening of the Terre Haute Casino gaming floor in early April 2024 and open the Resort in the middle of May. |
|---|
| • | Open The Rose Gaming Resort in Northern Virginia in the late third quarter of 2024. |
|---|
| • | Open Owensboro Racing & Gaming in Western Kentucky in first quarter of 2025. |
|---|
We have demonstrated over the last several years our ability to build a pipeline of meaningful growth opportunities while effectively integrating transformative acquisitions. We believe we are poised to pursue many growth opportunities in the coming years—developing greenfield and organic opportunities, executing acquisitions within our strategic areas of focus and, of course, continuing to grow the Kentucky Derby.
Our ability to deliver these results is a testament to the dedication and hard work of our experienced group of leaders and talented team members.
CDI’s discipline and commitment to growth while maintaining one of the strongest balance sheets in the industry is how our Company will continue to create and deliver long-term shareholder value to you. Thank you for the investment you place in our Company. We appreciate your support and confidence.
| R. ALEX RANKIN CHAIRMAN OF THE BOARD | WILLIAM C. CARSTANJEN CHIEF EXECUTIVE OFFICER |
600 N. HURSTBOURNE PARKWAY, STE. 400
LOUISVILLE, KENTUCKY 40222
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Date: Tuesday, April 23, 2024 Time: 9:00 a.m. Eastern Time Place: Via a live audio-only webcast at www.proxydocs.com/CHDN. There is no physical location for the 2024 Annual Meeting. | Agenda: I. To elect the three (3) Class I Directors identified in this Proxy Statement for a term of three (3) years (Proposal No. 1); II. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 (Proposal No. 2); III. To conduct an advisory vote to approve executive compensation (Proposal No. 3); and IV. To transact such other business as may properly come before the meeting or any adjournment thereof, including matters incident to its conduct. |
|---|
Record Date:
The close of business on March 1, 2024, has been fixed as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at that time will be entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof.
Voting:
| To attend and vote during the Annual Meeting, visit www.proxydocs.com/CHDN. All shareholders, including those who expect to attend the Annual Meeting virtually, are urged to vote prior to the Annual Meeting by telephone or Internet or by requesting and promptly signing and returning a proxy card, as more fully described in the Notice of Internet Availability of Proxy Materials. | Vote by Telephone | |
|---|---|---|
| Vote by Internet | ||
| Vote by Mail |
March 14, 2024
By Order of the Board of Directors.
BRADLEY K. BLACKWELL
Executive Vice President and
General Counsel,
Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2024
The Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders and the Annual Report to
Shareholders for the fiscal year ended December 31, 2023 are available at
http://www.churchilldownsincorporated.com/proxy
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.