Churchill Downs (CHDN) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of Class III directors, specifically Douglas C. Grissom and Daniel P. Harrington.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026 is on the agenda.

• An advisory vote on executive compensation is included as Proposal 3.

Board of directors and corporate governance

• The board recommends voting in favor of all three proposals presented at the annual meeting.

Executive compensation and say-on-pay

• A non-binding advisory vote will be held regarding the company's executive compensation as disclosed in the proxy statement.