Churchill Downs Inc 8-K, filed Apr 25, 2023
Churchill Downs Inc (CHDN)
8-K
2023-04-25
For: 2023-04-25
View Original
Added on
July 04, 2026
About this 8-K
Churchill Downs Inc filed this 8-K on April 25, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 25, 2023
(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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting held April 25, 2023, the Churchill Downs Incorporated (the "Company") shareholders:
(1) elected three (3) 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 2023;
(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; and
(4) approved, on an advisory basis, of one year as the frequency of the advisory vote to approve executive compensation of the Company’s named executive officers.
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
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Robert L. Fealy | 27,919,074 | 2,194,172 | 2,452,735 | ||||||||
| Douglas C. Grissom | 29,192,635 | 920,611 | 2,452,735 | ||||||||
| Daniel P. Harrington | 28,455,014 | 1,658,232 | 2,452,735 | ||||||||
(2) Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for fiscal year 2023
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 32,120,822 | 420,795 | 24,364 | — | ||||||||
(3) Approval, on an advisory basis, of the compensation of the Company’s named executive officers
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 29,463,576 | 592,788 | 56,882 | 2,452,735 | ||||||||
(4) Approval, on an advisory basis, of one year as the frequency of the advisory vote to approve executive compensation of the Company’s named executive officers
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 29,457,407 | 118,237 | 478,449 | 59,153 | 2,452,735 | ||||||||||
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 25, 2023 | /s/ Bradley K. Blackwell | |||||||
| By: Bradley K. Blackwell | ||||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||||