Churchill Downs (CHDN) Proxy Filing summary

Executive summary

• Achieved record net revenue of $2.9 billion, net income of $383 million, and adjusted EBITDA of $1.2 billion in 2025, with continued growth initiatives for 2026 and beyond, including major investments in Kentucky Derby facilities and expansion of gaming venues in Kentucky, Virginia, and New Hampshire.

• Returned $456.3 million to shareholders via share repurchases and dividends, marking the 15th consecutive year of increased dividends per share.

• Entered 2026 with strong momentum, focusing on enhancing the Derby experience, expanding HRM venues, and supporting the horse racing ecosystem.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors for three-year terms, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by specified deadlines in late 2026 or early 2027.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes, with annual elections for one class.

• Directors bring expertise in finance, risk management, human resources, and the horse racing industry.

• Board leadership is separated between an independent Chairman and the CEO.

• All directors except the CEO are independent under Nasdaq rules.

• Mandatory retirement age for directors is 75.

• Directors are expected to own shares equal to five times their annual retainer.