Churchill Downs Inc 8-K, filed Oct 28, 2026
Churchill Downs Inc (CHDN)
8-K
2026-10-28
For: 2026-10-27
View Original
Added on
October 28, 2026
About this 8-K
Churchill Downs Inc filed this 8-K on October 28, 2026, reporting on events of October 27, 2026.
Churchill Downs Incorporated appointed Michael Tucker as an independent Class II Director effective October 27, 2026; his term expires at the 2028 Annual Meeting, and the board expands to eight members. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 | ||||||||||
| 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.