Churchill Downs holders back 2026 meeting items
Churchill Downs Incorporated held its 2026 Annual Meeting on April 21, 2026.
Rhea-AI Filing Summary
Churchill Downs Incorporated held its 2026 Annual Meeting on April 21, 2026. Shareholders elected two Class III directors to three-year terms, ratified the company’s auditor, and approved executive compensation on an advisory basis.
Douglas C. Grissom received 53,602,746 votes for and 5,980,214 withheld, with 5,058,232 broker non-votes. Daniel P. Harrington received 56,384,182 votes for and 3,198,778 withheld, with 5,058,232 broker non-votes.
Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026 with 63,632,857 votes for, 975,233 against, and 33,102 abstentions. The advisory vote on named executive officer compensation passed with 50,404,461 votes for, 9,078,571 against, 99,928 abstentions and 5,058,232 broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for Grissom: 53,602,746 votes
Votes for Harrington: 56,384,182 votes
Auditor ratification support: 63,632,857 votes for
+4 more
7 metrics
Votes for Grissom
53,602,746 votes
Election of Douglas C. Grissom as Class III director
Votes for Harrington
56,384,182 votes
Election of Daniel P. Harrington as Class III director
Auditor ratification support
63,632,857 votes for
Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Auditor votes against
975,233 votes against
Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Say-on-pay support
50,404,461 votes for
Advisory approval of executive compensation
Say-on-pay opposition
9,078,571 votes against
Advisory approval of executive compensation
Broker non-votes on directors
5,058,232 broker non-votes
Director election and say-on-pay proposals
Key Terms
broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more
5 terms
broker non-votes financial
"Broker Non-Votes 5,058,232"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approved, on an advisory basis, the compensation of the named executive officers"
named executive officers financial
"compensation of the named executive officers, as disclosed in the proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Compensation Discussion and Analysis financial
"including the Compensation Discussion and Analysis, the Summary Compensation Table"
A compensation discussion and analysis is a section in corporate filings that explains how and why executives and other key employees are paid, linking pay choices to company goals, performance measures and risk controls. Investors use it like a company’s playbook for pay to judge whether incentives reward long-term value or encourage short-term risk-taking; clear explanations help assess alignment between management’s interests and shareholders’ returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were the 2026 auditor ratification voting results for Churchill Downs (CHDN)?
Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026. The vote totals were 63,632,857 for, 975,233 against, and 33,102 abstentions, with no broker non-votes reported for this auditor ratification proposal.
What is the role of broker non-votes in the Churchill Downs (CHDN) 2026 voting results?
Broker non-votes reflect shares held in street name where brokers lacked authority to vote on certain proposals. At the 2026 meeting, there were 5,058,232 broker non-votes for the director elections and say-on-pay proposal, but none for the auditor ratification item.
Which accounting firm will audit Churchill Downs (CHDN) for fiscal year 2026?
PricewaterhouseCoopers LLP will serve as the independent registered public accounting firm for fiscal year 2026. Shareholders ratified its appointment with a strong majority of votes cast in favor, as reflected in the auditor ratification voting results disclosed from the annual meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
