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Shareholders at Churchill Downs (NASDAQ: CHDN) back directors, auditor and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

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.
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.
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
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"
Understanding 8-K Material Events →
0000020212false00000202122026-04-212026-04-21


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): April 21, 2026
Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)
Kentucky
001-33998
61-0156015
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
600 North Hurstbourne Parkway, Suite 400
Louisville
,
Kentucky
40222
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, No Par ValueCHDNThe Nasdaq Global Select Market LLC
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 5.07.    Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting held April 21, 2026, the Churchill Downs Incorporated (the "Company") shareholders:
(1) elected two (2) Class III Directors to terms of three (3) years each;
(2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026; and
(3) approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures in the proxy statement.

Set forth below are the number of votes cast with respect to each of the matters submitted for vote at the meeting.
(1) Election of Class III Directors for a three year term
NomineeForWithheldBroker Non-Votes
Douglas C. Grissom53,602,746 5,980,214 5,058,232 
Daniel P. Harrington56,384,182 3,198,778 5,058,232 
(2) Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for fiscal year 2026
ForAgainstAbstentionsBroker Non-Votes
63,632,857 975,233 33,102 — 
(3) Approval, on an advisory basis, of the compensation of the Company’s named executive officers
ForAgainstAbstentionsBroker Non-Votes
50,404,461 9,078,571 99,928 5,058,232 





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
April 21, 2026/s/ Bradley K. Blackwell
By: Bradley K. Blackwell
Title: Executive Vice President, General Counsel and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Churchill Downs (CHDN) shareholders approve at the 2026 annual meeting?

Shareholders approved all three proposals: election of two Class III directors, ratification of PricewaterhouseCoopers LLP as auditor for 2026, and an advisory vote approving named executive officer compensation, including the Compensation Discussion and Analysis and related tables in the proxy statement.

How did Churchill Downs (CHDN) shareholders vote on director elections in 2026?

Shareholders elected Douglas C. Grissom and Daniel P. Harrington as Class III directors for three-year terms. Grissom received 53,602,746 votes for, while Harrington received 56,384,182 votes for, with both candidates facing several million withheld votes and broker non-votes.

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.

How did Churchill Downs (CHDN) shareholders vote on executive compensation in 2026?

In the advisory say-on-pay vote, shareholders approved compensation for named executive officers. The proposal received 50,404,461 votes for, 9,078,571 against, and 99,928 abstentions, along with 5,058,232 broker non-votes, supporting the pay program described in the proxy statement.

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.

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