UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ☐ | Definitive Proxy Statement | |||||
| ☒ | Definitive Additional Materials | |||||
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
CHURCHILL DOWNS INCORPORATED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be held on April 21, 2020, for Churchill Downs Incorporated
This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to www.proxydocs.com/CHDN. To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.
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For a Convenient Way to VIEW Proxy Materials – and – VOTE Online go to: www.proxydocs.com/CHDN
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Proxy Materials Available to View or Receive:
1. Proxy Statement 2. Annual Report
Printed materials may be requested by one of the following methods:
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| INTERNET | TELEPHONE | |||||||
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www.investorelections.com/CHDN
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(866) 648-8133
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paper@investorelections.com
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You must use the 12 digit control
number |
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If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material. | ||||||
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ACCOUNT NO. |
SHARES |
Company Notice of Annual Meeting
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Date: |
Tuesday, April 21, 2020 | ||
| Time: |
9:00 a.m. Eastern Time | |||
| Place: |
Nemacolin Woodlands Resort 1001 Lafayette Drive Farmington, Pennsylvania 15437 |
The purpose of the Annual Meeting is to take action on the following proposals:
The Board of Directors recommends that you vote “FOR” the following.
| 1. |
Election of Directors |
Nominees 01 Robert L. Fealy 02 Douglas C. Grissom 03 Daniel P. Harrington
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To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020. |
| 3. |
To approve, on a non-binding advisory basis, the Company’s executive compensation as disclosed in the proxy statement. |