Churchill Downs Inc

Regulatory Filings • Mar 13, 2025

DEFA14A 1 d881652ddefa14a.htm DEFA14A DEFA14A

Table of Contents

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.

Table of Contents

Mediant P.O. BOX 8016, CARY, NC 27512-9903

| Churchill Downs Incorporated Annual Meeting of Shareholders Tuesday, April 22, 2025 9:00 AM, Eastern Time Annual Meeting to be held live via the Internet. Please visit www.proxydocs.com/CHDN for more
details. You must register to attend the meeting online and/or participate at
www.proxydocs.com/CHDN For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/CHDN To vote your proxy while visiting this site, you will need the 12 digit control number in the
box below. This communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be
delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for
requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before April 11, 2025. |
| --- |
| ● |
| Have the 12 digit control number located in the box above available when you access the website and follow the
instructions. |
| SEE REVERSE FOR FULL AGENDA |
| Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved |

Table of Contents

Churchill Downs Incorporated Annual Meeting of Shareholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, 3 AND 4

	PROPOSAL
1.	Election of Class II Directors
	1.01 R. Alex Rankin
	1.02 Andréa Carter
2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
3.	To approve the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan.
4.	To approve, on a non-binding advisory basis, the Company’s executive compensation as disclosed in the proxy statement.