Churchill Downs Inc
For the period ended Apr 22, 2025. Filed Mar 13, 2025.
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Apr 22, 2025 · Filed Mar 13, 2025
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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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,
As we reflect on 2024, we are pleased to report a resounding year of growth for our Company. We delivered record net revenue of $2.7 billion, record net income of $427 million, and record Adjusted EBITDA of $1.2 billion from our diversified portfolio of assets.
Key Highlights and Growth Initiatives ● Completed the new, world-class Paddock Project and celebrated a historic and record-breaking 150th Kentucky Derby at Churchill Downs Racetrack. ● Opened The Rose in Northern Virginia in November 2024. ● Opened the Terre Haute Casino Resort in Indiana in Spring 2024. ● Expansion of our Kentucky historical racing machine (HRM) businesses with the opening of our seventh HRM entertainment venue, Owensboro Racing & Gaming in Western Kentucky, in February 2025. ● Complete the Starting Gate Pavilion and Courtyard Project for the 151st Kentucky Derby in May 2025. ● Strengthen our Virginia HRM portfolio by completing our HRM venue expansion in Richmond by the third quarter 2025 and opening The Roseshire in Henrico County by the fourth quarter of 2025. ● Continue construction of the Marshall Yards Racing & Gaming HRM venue in Southwestern Kentucky for opening in first quarter 2026. ● Initiate transformative, multi-year construction projects at Churchill Downs Racetrack. We have a proven track record of generating strong returns on our organic capital investments. As we plan for the future of our Company, we remain steadfast and focused on executing our pipeline of growth projects to ensure we generate attractive long-term returns for our shareholders. We are well-positioned to deliver compelling growth in the coming years, particularly through our flagship asset, the Kentucky Derby, along with our HRM opportunities in Virginia and Kentucky. We will pursue strategic acquisitions with accretive growth potential aligned with our long-term vision. The success of our Company reflects the dedication and hard work of our accomplished and talented leaders and team members. We thank our leaders and team members for their contributions to the creation of long-term shareholder value. We have a very strong balance sheet supported by our unique portfolio of assets that will continue to drive growth in Adjusted EBITDA and free cash flow. Thank you for your continued support and investment in our Company. We appreciate your confidence in our team as we work to deliver long-term shareholder value for you.
| 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 22, 2025 Time: 9:00 a.m. Eastern Time Place: Via a live audio-only webcast at www.proxydocs.com/CHDN. | Agenda: I. To elect the two (2) Class II 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 2025 (Proposal No. 2); III. To approve the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (Proposal No. 3); IV. To conduct an advisory vote to approve executive compensation (Proposal No. 4); and V. To transact such other business as may properly come before the meeting or any adjournment thereof, including matters incident to its conduct. |
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Record Date:
The close of business on March 3, 2025 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 | |
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| Vote by Internet | ||
| Vote by Mail |
March 13, 2025
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 22, 2025
The Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders and the Annual Report to
Shareholders for the fiscal year ended December 31, 2024 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.