Churchill Downs appoints Michael Tucker to board
The appointment brings the board to eight members, with Tucker's Class II term running through the 2028 Annual Meeting of Shareholders.
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Form Type
8-K
Rhea-AI Filing Summary
Churchill Downs Inc. (CHDN) appointed Michael Tucker as a Class II director effective immediately on October 27, 2026, filling a vacancy created by an increase in the Board’s size. His term expires with the other Class II directors at the 2028 Annual Meeting of Shareholders, and the appointment brings the Board to eight members.
The Board determined Tucker is independent under the listing standards of the Nasdaq Stock Market. He had not been named to a Board committee at the time of the report, and his compensation will be consistent with that of other non-employee directors. Tucker has more than 30 years of investment management experience and is Founder and Managing Partner of Orvieto Partners, L.P.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board members: 8 members
Director term: 2028 Annual Meeting of Shareholders
Investment management experience: More than 30 years
+1 more
4 metrics
Board members
8 members
After Tucker's appointment
Director term
2028 Annual Meeting of Shareholders
Tucker's Class II director term expires with the other Class II directors
Investment management experience
More than 30 years
Michael Tucker
Orvieto Partners founding year
2021
Tucker founded Orvieto Partners, L.P.
Key Terms
Class II Director, Nominating and Governance Committee, listing standards, forward-looking statements
4 terms
Class II Director regulatory
"appointed as a Class II Director"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
Nominating and Governance Committee regulatory
"recommendation of the Nominating and Governance Committee"
A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.
listing standards regulatory
"independent for purposes of the listing standards"
Rules set by a stock exchange that determine which companies can be listed and what they must keep doing to stay listed, covering things like financial health, reporting, and governance. They matter to investors because they provide a baseline of transparency and quality—like building codes or club membership rules—so buyers can trust that listed companies meet minimum standards and that market information is more reliable and comparable.
forward-looking statements regulatory
"contains various "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What experience does Michael Tucker bring to CHDN's board?
Tucker has more than 30 years of investment management experience and currently serves as Founder and Managing Partner of Orvieto Partners, L.P. Before founding that firm in 2021, he held Partner and Portfolio Manager roles at PAR Capital Management, Andover Capital Advisors, LLC, and Standish Mellon Asset Management.
How many directors are on CHDN's board after Michael Tucker's appointment?
Churchill Downs' Board of Directors has eight members following Tucker's appointment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| , | ||||||||||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||
(502 ) 636-4400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
On October 27, 2026, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Churchill Downs Incorporated (the “Company”), the Board appointed Michael Tucker as a Class II Director of the Company, effective immediately, to fill a vacancy created by an increase in the size of the Board. Mr. Tucker’s term will expire with the other Class II Directors at the 2028 Annual Meeting of Shareholders of the Company.
At the time of filing this Current Report, Mr. Tucker has not been named to any committees of the Board. Mr. Tucker’s compensation will be consistent with that of other non-employee directors as summarized under the heading “Director Compensation for Fiscal Year Ended December 31, 2025” in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on March 12, 2026. The Board has determined that Mr. Tucker is independent for purposes of the listing standards of the Nasdaq Stock Market.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the appointment of Mr. Tucker to the Board is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||||||||
| The following is being furnished as an exhibit to the Current Report on Form 8-K. | |||||||||||
| Exhibit Number | Description | ||||||||||
99.1 | Press Release dated October 28, 2026 issued by Churchill Downs Incorporated | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto, duly authorized.
| CHURCHILL DOWNS INCORPORATED | ||||||||
| October 28, 2026 | /s/ Bradley K. Blackwell | |||||||
| By: Bradley K. Blackwell | ||||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||||
FOR IMMEDIATE RELEASE
Investor Contact: Sam Ullrich Media Contact: Breck Thomas-Ross
(502) 638-3906 (502) 636-4506
Sam.Ullrich@kyderby.com Breck.ThomasRoss@kyderby.com
Investor Contact: Sam Ullrich Media Contact: Breck Thomas-Ross
(502) 638-3906 (502) 636-4506
Sam.Ullrich@kyderby.com Breck.ThomasRoss@kyderby.com
Churchill Downs Incorporated Appoints
Michael Tucker to Board of Directors
Louisville, KY., (October 28, 2026) – Churchill Downs Incorporated (“CDI” or “the Company”) (Nasdaq: CHDN) announced today the appointment of Michael Tucker to the Company’s Board of Directors. Mr. Tucker has more than 30 years of investment management experience and currently serves as the Founder and Managing Partner of Orvieto Partners, L.P.
Prior to founding Orvieto Partners, L.P. in 2021, Mr. Tucker held several roles as Partner and Portfolio Manager at PAR Capital Management, Andover Capital Advisors, LLC, and Standish Mellon Asset Management. Mr. Tucker is a CFA and holds a Master of Business Administration from the Carroll School of Management at Boston College and a Bachelor of Science in Finance from Providence College. Michael has over 30 years’ experience successfully investing in sports, entertainment, and leisure companies.
“We are pleased to welcome Michael Tucker to the Board of Directors,” said Alex Rankin, Chairman of the Board of Directors for CDI. “Michael brings deep investment experience, strong financial acumen, and long-term perspective to our Board. His extensive knowledge of market dynamics and strategic capital allocation will be invaluable as CDI continues to evolve and grow.”
“I have long admired CDI’s disciplined approach to growth and value creation,” said Mr. Tucker. “I am honored to join the Board and look forward to contributing my experience and perspective to the continued success of the Company.”
Mr. Tucker was appointed as a Class II Director, and his term will expire with the other Class II Directors at the 2028 Annual Meeting of Shareholders of the Company. His appointment increases the CDI Board of Directors to eight members.
About Churchill Downs Incorporated
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/
This news release contains various "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "seek," "should," "will," "scheduled," and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers' confidence and discretionary spending or our access to credit, including the impact of inflation; changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry; loss of key or highly skilled personnel, as well as general disruptions in the labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation; costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information; reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and other factors described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.
We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.