R. ALEX RANKIN

CHAIRMAN OF THE BOARD

WILLIAM C. CARSTANJEN

CHIEF EXECUTIVE OFFICER

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

Date:

Tuesday, April 23, 2024

Time:

9:00 a.m. Eastern Time

Place:

Via a live audio-only webcast at

www.proxydocs.com/CHDN. There   

is no physical location for the 2024

Annual Meeting.

Agenda:

I.   To elect the three (3) Class I Directors identified in this Proxy Statement for a term of three (3) years (Proposal No. 1);

II.  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 (Proposal No. 2);

III.   To conduct an advisory vote to approve executive compensation (Proposal No. 3); and

IV.   To transact such other business as may properly come before the meeting or any adjournment thereof, including matters incident to its conduct.

TABLE OF CONTENTS

PROXY STATEMENT

2024 Proxy Statement

1

To elect the three (3) Class I Directors identified in this Proxy Statement for a term of three (3) years (Proposal No. 1);

2

2024 Proxy Statement

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 (Proposal No. 2); and

To conduct an advisory vote to approve the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 3).

“FOR” each of the three (3) Class I director nominees identified in this Proxy Statement under “Election of Directors” to the Board of Directors.

“FOR” the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

“FOR” the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

By Submitting a Proxy by Internet. Go to the following website: www.proxypush.com/CHDN. You may submit a proxy by Internet 24 hours a day. To be valid, your proxy by Internet must be received by the time of the Annual Meeting. When you access the website, follow the instructions to create an electronic voting instruction form.

By Submitting a Proxy by Telephone. To submit a proxy using the telephone, call 1-866-284-6863 any time on a touch-tone telephone. There is NO CHARGE to you for the call in the United States or Canada. International calling charges apply outside the United States and Canada. You may submit a proxy by telephone 24 hours a day, 7 days a week. Follow the simple prompts and instructions provided by the recorded message. To be valid, your proxy must be received by the time of the Annual Meeting.

By Submitting a Proxy by Mail. If you have requested and received a proxy card by mail, mark your proxy card, sign and date it, and return it in the prepaid envelope that was provided or return it to: Proxy Tabulator for Churchill Downs Incorporated, P.O. Box 8016, Cary, North Carolina 27512-9903. To be valid, your proxy must be received by April 22, 2024.

During the Annual Meeting. To vote during the live webcast of the Annual Meeting, you must first register at www.proxydocs.com/CHDN. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting and to submit questions prior to the Annual Meeting. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email. Shareholders will be able to attend the Annual Meeting platform with the webcast beginning at 8:45 a.m. (Eastern Time) on April 23, 2024 pursuant to the unique access instructions they receive following their registration at www.proxydocs.com/CHDN.

Submitting in a timely manner a new proxy through the Internet or by telephone that is received prior to the time of the Annual Meeting;

Requesting, executing and mailing a later-dated proxy card that is received by April 22, 2024; or

Voting during the virtual Annual Meeting.

2024 Proxy Statement

3

Executing and mailing another proxy card bearing a later date that is received by April 22, 2024;

Giving written notice of revocation to CHDN’s Secretary at 600 N. Hurstbourne Parkway, Ste. 400, Louisville, Kentucky 40222 that is received by CHDN by April 22, 2024; or

Voting during the virtual Annual Meeting.

“FOR” each of the three (3) Class I director nominees identified in this Proxy Statement under “Election of Directors” to the Board of Directors.

“FOR” the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

“FOR” the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

will be counted as present for purposes of establishing a quorum;

will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024; and

will not be counted in connection with the election of directors, the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement, or any other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.”

4

2024 Proxy Statement

Name of Beneficial Owner

Capital Research Global Investors

333 South Hope Street, 55^th Fl

Los Angeles, CA 90071

The Vanguard Group, Inc. and affiliates

100 Vanguard Blvd.

Malvern, PA 19355

BlackRock, Inc. and affiliates

55 East 52nd Street

New York, NY 10055

FMR LLC and affiliates

245 Summer Street.

Boston, MA 02210

Ulysses L. Bridgeman, Jr.

Andréa Carter

Robert L. Fealy

Douglas C. Grissom

Daniel P. Harrington

Karole F. Lloyd

R. Alex Rankin

Paul C. Varga

William C. Carstanjen

William E. Mudd

Marcia A. Dall

Bradley K. Blackwell

Maureen Adams

13 Directors and Executive Officers as a Group

Less than 0.1%.

Based on a Schedule 13G filed with the SEC on February 9, 2024, reporting the beneficial ownership of Capital Research Global Investors and its subsidiaries and affiliates specified therein (“CRGI”), as of December 29, 2023. As reported in such filing, CRGI has sole voting power over 6,799,104 shares, sole dispositive power over 6,814,665 shares and no shared voting or dispositive power over any shares.

Based on a Schedule 13G/A filed with the SEC on February 13, 2024, reporting the beneficial ownership of The Vanguard Group and its subsidiaries specified therein (“Vanguard”) as of December 29, 2023. As reported in such filing, Vanguard has sole voting power over no shares, sole dispositive power over 6,629,885 shares, shared voting power over 29,927 shares and shared dispositive power over 93,673 shares.

2024 Proxy Statement

5

Based on a Schedule 13G/A filed with the SEC on January 25, 2024, reporting the beneficial ownership of BlackRock, Inc. and its subsidiaries specified therein (“BlackRock”) as of December 31, 2023. As reported in such filing, BlackRock has sole voting power over 5,925,556 shares, sole dispositive power over 6,136,637 shares and no shared voting or dispositive power over any shares.

Based on a Schedule 13G/A filed with the SEC on February 9, 2024, reporting the beneficial ownership of FMR LLC and its subsidiaries specified therein (“FMR”) as of December 29, 2023. As reported in such filing, FMR has sole voting power over 5,409,572 shares, sole dispositive power over 5,413,696 shares, and no shared voting or dispositive power over any shares.

Includes 13,235 deferred stock units, which Mr. Bridgeman has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 1,225 restricted stock awards that will vest within 60 days of March 1, 2024 and 35,525 restricted stock unit awards, over which Mr. Bridgeman has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.

Includes 864 deferred stock units, which Ms. Carter has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 1,225 restricted stock units awarded by the Company for her board service, over which Ms. Carter has neither voting nor dispositive power until immediately following her resignation or retirement from the Board.

Includes 70,861 deferred stock units, which Mr. Fealy has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 1,225 restricted stock awards that will vest within 60 days of March 1, 2024 and 46,601 restricted stock unit awards, over which Mr. Fealy has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.

Includes 9,885 deferred stock units, which Mr. Grissom has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 14,367 restricted stock units awarded by the Company for his board service, over which Mr. Grissom has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.

Mr. Harrington shares voting and investment power with respect to 1,145,352 shares held by TVI Corp. He specifically disclaims beneficial ownership of these shares. Amount in chart includes 71,570 deferred stock units, which Mr. Harrington has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 47,826 restricted stock units awarded by the Company for his board service, over which Mr. Harrington has neither voting nor dispositive power until immediately following his resignation or retirement from the Board. Amount in chart does not include 195,204 shares held by the Veale Foundation. Mr. Harrington is a member of the Board of Trustees of the Veale Foundation, but Mr. Harrington disclaims beneficial ownership of those shares.

Includes 1,225 restricted stock awards that will vest within 60 days of March 1, 2024 and 13,142 restricted stock unit awards, over which Ms. Lloyd has neither voting nor dispositive power until immediately following her resignation or retirement from the Board.

Includes 47,826 restricted stock units awarded by the Company for his board service, over which Mr. Rankin has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.

Includes 7,847 restricted stock units awarded by the Company for his board service, over which Mr. Varga has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.

Excludes 70,382 restricted stock units deferred under the Company’s Deferral Plan. Excludes 359,479 restricted stock units and 2018 performance stock units, tied to Mr. Carstanjen’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Mr. Carstanjen has neither voting nor dispositive power until October 30, 2024, at which time 151,942 units shall vest without restriction; December 31, 2024, at which time 28,091 units shall vest without restriction; October 30, 2025, at which time 151,942 units shall vest without restriction; December 31, 2025, at which time 18,289 units shall vest without restriction; and December 31, 2026, at which 9,215 units shall vest without restriction. Excludes 56,628 performance stock units awarded under the Company’s executive long term incentive compensation plan over which Mr. Carstanjen has neither voting nor dispositive power until December 31, 2024, at which time the performance period ends with regard to 29,406 performance stock units; and December 31, 2025, at which time the performance period ends with regard to 27,222 performance stock units. Further excludes all performance stock units to be awarded to Mr. Carstanjen under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 2024 through December 31, 2026.

Excludes 214,594 restricted stock units and 2018 performance stock units, tied to Mr. Mudd’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Mr. Mudd has neither voting nor dispositive power until October 30, 2024, at which time 94,966 units shall vest without restriction; December 31, 2024, at which time 12,526 units shall vest without restriction; October 30, 2025, at which time 94,966 units shall vest without restriction; December 31, 2025, at which time 8,070 units shall vest without restriction; and December 31, 2026, at which 4,066 units shall vest without restriction. Excludes 25,378 performance stock units awarded under the Company’s executive long term incentive compensation plan over which Mr. Mudd has neither voting nor dispositive power until December 31, 2024, at which time the performance period ends with regard to 13,368 performance stock units; and December 31, 2025, at which time the performance period ends with regard to 12,010 performance stock units. Further excludes all performance stock units to be awarded to Mr. Mudd under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 2024 through December 31, 2026.

Excludes 7,838 restricted stock units deferred under the Company’s Deferral Plan. Excludes 18,086 restricted stock units, tied to Ms. Dall’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Ms. Dall has neither voting nor dispositive power until December 31, 2024, at which time 9,186 units shall vest without restriction;

6

2024 Proxy Statement

Excludes 9,043 restricted stock units, tied to Mr. Blackwell’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Mr. Blackwell has neither voting nor dispositive power until December 31, 2024, at which time 2,959 units shall vest without restriction; February 10, 2025, at which time 1,634 units shall vest without restriction; December 31, 2025, at which time 2,959 units shall vest without restriction; and December 31, 2026, at which 1,491 units shall vest without restriction. Excludes 9,306 performance stock units awarded under the Company’s executive long term incentive compensation plan over which Mr. Blackwell has neither voting nor dispositive power until December 31, 2024, at which time the performance period ends with regard to 4,902 performance stock units; and December 31, 2025, at which time the performance period ends with regard to 4,404 performance stock units. Further excludes all performance stock units to be awarded to Mr. Blackwell under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 2024 through December 31, 2026.

Excludes 8,895 restricted stock units, tied to Ms. Adams’ continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Ms. Adams has neither voting nor dispositive power until December 31, 2024, at which time 2,959 units shall vest without restriction; February 10, 2025, at which time 1,486 units shall vest without restriction; December 31, 2025, at which time 2,959 units shall vest without restriction; and December 31, 2026, at which 1,491 units shall vest without restriction. Excludes 8,860 performance stock units awarded under the Company’s executive long term incentive compensation plan over which Ms. Adams has neither voting nor dispositive power until December 31, 2024, at which time the performance period ends with regard to 4,456 performance stock units; and December 31, 2025, at which time the performance period ends with regard to 4,404 performance stock units. Further excludes all performance stock units to be awarded to Ms. Adams under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 2024 through December 31, 2026.

See table on page 8 and “Information about our Executive Officers”.

2024 Proxy Statement

7

Name and Age

William C. Carstanjen⁽¹⁾

Age: 56

William E. Mudd⁽²⁾

Age: 52

Marcia A. Dall⁽³⁾

Age: 60

Bradley K. Blackwell⁽⁴⁾

Age: 52

Maureen Adams⁽⁵⁾

Age: 60

Prior to joining the Company, Mr. Carstanjen was employed at General Electric Company (“GE”). From 2004 through June 2005, he served as the Managing Director and General Counsel of GE Commercial Finance, Energy Financial Services. From 2002 to 2004, he served as General Counsel of GE Specialty Materials and, from 2000 to 2002, he served as Transactions and Finance Counsel of GE Worldwide Headquarters. Mr. Carstanjen began his career as an attorney with Cravath, Swaine & Moore LLP in New York City, specializing in mergers and acquisitions and other corporate transactions.

Prior to joining the Company, Mr. Mudd was employed at GE. From 2006 through October 2007, he served as Chief Financial Officer, Global Commercial & Americas P&L of GE Infrastructure, Water & Process Technologies. From 2004 to 2006, he served as Chief Financial Officer, Supply Chain, Information Technology and Technology Finance, GE Consumer & Industrial Europe, Middle East, & Africa, Budapest and Hungary and, from 2002 to 2004, he served as Manager, Global Financial Planning & Analysis and Business Development at GE FANUC in Charlottesville, Virginia.

Prior to joining the Company, Ms. Dall was employed at Erie Indemnity Company, a company providing sales, underwriting and administrative services to Erie Insurance Exchange, where from March 2009 through October 2015, she served as Executive Vice President and Chief Financial Officer. From January 2008 until March 2009, she served as Chief Financial Officer of the Healthcare division at CIGNA Corporation. Prior to CIGNA, Ms. Dall was a corporate officer and the Chief Financial Officer for the International and U.S. Mortgage Insurance segments of Genworth Financial, a former subsidiary of GE. Ms. Dall began her career in 1985 in the Financial Management Program at GE and held various leadership roles both in finance and operations over her twenty-plus year tenure with GE. Ms. Dall is a Certified Public Accountant.

Prior to joining the Company, Mr. Blackwell served as Assistant General Counsel and Secretary at Michaels Stores, Inc. (“Michaels”), a NYSE publicly traded specialty retailer with over 1,000 stores across 49 states, Canada, and Puerto Rico. Prior to Michaels, Mr. Blackwell served as an attorney with Jones Day in Dallas, Texas, focusing on mergers and acquisitions and corporate counseling.

Prior to joining the Company, Ms. Adams was employed by Caesars Entertainment for 15 years where she held a variety of senior positions in Finance, Marketing/Sales, and Operations.

ELECTION OF DIRECTORS (Proposal No. 1)

The Board of Directors recommends a vote “FOR” the

election of the directors in Class I named below.

Age: 56

Director since 2015

Background, Skills and Experience

Mr. Carstanjen was named the Company’s twelfth Chief Executive Officer in August 2014 and appointed to the Board of Directors in July 2015. Mr. Carstanjen served as the Company’s President and Chief Operating Officer (2011-2014), the Company’s Chief Operating Officer (2009-2011) and as Executive Vice President, General Counsel and Chief Development Officer for the Company (2005-2009). Mr. Carstanjen joined the Company in July 2005 after serving as an executive with General Electric Company. Mr. Carstanjen began his career as an attorney with Cravath, Swaine & Moore LLP in New York City, specializing in mergers and acquisitions, corporate finance, and corporate governance. Mr. Carstanjen brings a wealth of experience and knowledge to his leadership role at the Company. Throughout his tenure, Mr. Carstanjen has led the Company’s diversification strategy into its online business lines, historical horse racing operations and regional casino gaming, as well as led the growth of the Kentucky Oaks and Kentucky Derby events. Mr. Carstanjen is a Director of Glenview Trust Company and the American Gaming Association.

Key Qualifications and Experience

Mr. Carstanjen has many years of leadership, strategy, mergers and acquisition, corporate finance, corporate governance and legal experience. He brings a wealth of experience and knowledge through his leadership roles at the Company.

Age: 65

Director since 2018

Background, Skills and Experience

Mrs. Lloyd was elected to the Board of Directors in 2018 and serves as Chair of the Audit Committee. Mrs. Lloyd has served on the Board of Directors of Aflac Inc. since January 2017 and as a member of the Executive Committee and the Finance and Investment Committee of the Aflac Inc. Board of Directors. Mrs. Lloyd is the retired Vice Chair and Southeast Regional Managing Partner for Ernst & Young LLP (“EY”). From 2009 through 2016, she served as a member of the US Executive Board, Americas Operating Executive, and the Global Practice Group for EY. In her 37-year career at EY, Mrs. Lloyd served many of EY’s highest profile clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, transportation, real estate, manufacturing, and retail. Mrs. Lloyd is active in the Atlanta community, working with the Metro Atlanta Chamber of Commerce and The Rotary Club of Atlanta. She was previously the Chair of the Atlanta Symphony Orchestra Board of Directors. Mrs. Lloyd is active in supporting many colleges and universities throughout the southeast, including serving on the President’s Advisory Council and the Board of Visitors at the University of Alabama. Mrs. Lloyd received her NACD cyber-risk oversight certification in 2022.

Key Qualifications and Experience

Ms. Lloyd has extensive accounting and advisory experience that includes financial reporting, regulatory compliance, internal audit, and risk management to go along with her leadership skills. She also brings experience from serving as a public company board member and qualifies as an Audit Committee Financial Expert.

Age: 60

Director since 2020

Background, Skills and Experience

Mr. Varga was appointed to the Board of Directors on February 25, 2020. Mr. Varga served as the Chairman and Chief Executive Officer of Brown-Forman Corporation, a public global spirits and wine company, from August 2007 until his retirement in December 2018. He served as President and Chief Executive Officer of Brown-Forman Beverages, a division of Brown-Forman Corporation, from 2003 to 2005, and as Global Chief Marketing Officer for Brown-Forman Spirits from 2000 to 2003. Mr. Varga currently serves on the Board of Directors of Macy’s, Inc. as Lead Independent Director and as a member of both the Compensation and Management Development Committee and Finance Committee. He previously served on the Board of Directors of Brown-Forman Corporation from 2003 until July 2019.

Key Qualifications and Experience

In addition to Mr. Varga’s many years of leadership experience in the role of chief executive officer and as a public company board member, he also has considerable expertise and experience in corporate finance, strategy, building brand awareness, product development, marketing, distribution, and sales.

Age: 70

Director since 2012

Background, Skills and Experience

Mr. Bridgeman is the owner and chief executive officer of Heartland Coca-Cola Bottling Company, LLC (“Heartland”), which owns and operates a Coca-Cola production and manufacturing facility in Lenexa, Kansas and seventeen Coca-Cola distribution facilities across various Midwestern states, including Kansas, Missouri, and Illinois. Prior to his February 2017 acquisition of Heartland, Mr. Bridgeman was the owner and chief executive officer of various companies operating over 450 restaurants in 20 states, including 263 Wendy’s restaurants and 123 Chili’s restaurants. From 1975 to 1983, and from 1986 to 1987, Mr. Bridgeman played professional basketball with the Milwaukee Bucks, and from 1983 to 1986, he played for the Los Angeles Clippers. Mr. Bridgeman recently acquired Ebony magazine, and currently serves on the Boards of Directors of Meijer, Inc., Central Bank & Trust Company, the Naismith Basketball Hall of Fame, and the West End School. He is a former Director of the James Graham Brown Foundation and served as past chairman of the Board of Trustees of the University of Louisville. Mr. Bridgeman’s current role as a CEO and extensive leadership experience make him ideally qualified as a member of the Board.

Key Qualifications and Experience

Mr. Bridgeman has extensive entrepreneurial and leadership experience, including starting and growing his own companies and serving as chief executive officer of multiple companies. Mr. Bridgeman also has years of sports, consumer, sales, acquisition, and international experience.

Age: 68

Director since 2008

Background, Skills and Experience

Mr. Rankin is the Chairman of the Board of Sterling G. Thompson Company, LLC, a private insurance agency and broker, and the President of Upson Downs Farm, Inc., a thoroughbred breeding and racing operation. He is also Vice Chairman and Director of Glenview Trust Company, a private Trust and Investment Management Company, and a Steward of The Jockey Club. Mr. Rankin is a Trustee and former Chairman of the James Graham Brown Foundation, a private, non-profit foundation that fosters the well-being, quality of life, and image of Louisville and Kentucky by actively supporting and funding projects in the fields of civic affairs, economic development, education, and health and general welfare, which since 1954 has awarded over 3,200 grants totaling over $620 million.

Key Qualifications and Experience

Mr. Rankin has expertise in finance and risk management. He also has years of experience in, and a deep understanding of, the thoroughbred horseracing industry.

Age: 54

Director since 2022

Background, Skills and Experience

Ms. Carter was appointed to the Board of Directors on December 15, 2022. She has amassed over 20 years of professional experience in the field of human resources across multiple industries and major organizations, and has served since 2017 as Senior Executive Vice President and Chief Human Resources Officer for Global Payments, Inc. in Atlanta, a worldwide provider of payment technology and software solutions. Prior to joining Global Payments, Inc., Ms. Carter was Chief Human Resources Officer for Habitat for Humanity and has held various executive Human Resources roles at Ralph Lauren, Newell Rubbermaid, and The Home Depot. She holds a bachelor’s degree in interdisciplinary studies from Tennessee State University and is a graduate of the Executive Leadership Council Class of 2022. Ms. Carter has been recognized with a number of distinctions and awards in recent years, which include: Atlanta Business Chronicle, “Women who Mean Business,” Atlanta Magazine, “Women Making a Mark,” Savoy Magazine, “Power 300 Most Influential Black Executives,” Women’s Inc., “Most Influential Women Execs in Corporate America,” and is a 2021 recipient of the UNCF MASKED award (Mankind Assisting Students Kindle Educational Dreams).

Key Qualifications and Experience

Ms. Carter has extensive leadership and human resources experience across multiple public companies.

Age: 72

Director since 2000

Background, Skills and Experience

Mr. Fealy is Managing Director of Limerick Investments, LLC, an investment firm. He previously was co-founder and President of Aluminate, Inc., a provider of data analytics solutions, which was sold in 2021. He retired effective June 30, 2014 as President, Chief Operating Officer and Director of The Duchossois Group, Inc. Mr. Fealy was originally nominated to serve as a director of the Company pursuant to the stockholder’s agreement between the Company and Duchossois Industries, Inc. Prior to Mr. Fealy’s employment with The Duchossois Group, Inc., he was a senior executive at Cummins Inc., serving in various roles including Vice President-Treasurer and Vice President-Global Business Strategy. Mr. Fealy currently holds the following leadership positions with other entities: Board Director, member of the Audit Committee and Chairman of the Nominating and Governance Committee, Panduit, Inc.; Board Director and member of the Compensation Commission, Affinaquest, Inc.; Advisory Board member, Workbox Ventures; Entrepreneur Partner, Advisor and Former Chairman, Chicago Ventures; Board Director and Treasurer, Richard L. Duchossois Memorial Foundation; Member, University of Cincinnati Lindner College of Business Executive Cabinet; Board Member and past Chairman, Uniting Voices Chicago; Trustee and Chair of the Governance Committee, The Morton Arboretum; and, Partner, Social Venture Partners.

Key Qualifications and Experience

Mr. Fealy has years of finance, entrepreneurial, accounting, strategy, international, human capital, and leadership experience acquired while serving in multiple senior leadership roles with oversight over a diverse group of companies with operations worldwide.

Age: 56

Director since 2017

Background, Skills and Experience

Mr. Grissom is a Senior Advisor on Madison Dearborn Partners’ (“MDP”) Technology & Government Solutions team. Prior to joining MDP, he was with Bain Capital in private equity, McKinsey & Company, and Goldman Sachs. At MDP, Doug currently serves on the Board of Directors of Fleet Complete. In addition, he was formerly on the Boards of Directors of @stake, Aderant, Asurion, BlueCat Networks, Cbeyond, CoVant Technologies, Fieldglass, Great Lakes Dredge & Dock, Intelsat, LGS Innovations, Lightspeed Systems, LinQuest Corporation, and Neoworld. Outside MDP, he is a Board Member at Amherst College, Endeavor Louisville, Harvard Business School Fund Council, James Graham Brown Foundation, Louisville Collegiate Schools, and MetroSquash.

Key Qualifications and Experience

Mr. Grissom has extensive financial and board experience within a variety of industries. Mr. Grissom also has extensive private equity, mergers and acquisitions, and finance experience through his years of experience as an investment banker, consultant, and investor.

Age: 68

Director since 1998

Background, Skills and Experience

Mr. Harrington serves as the President and Chief Executive Officer of HTV Industries, Inc., a private holding company with diversified business interests that include manufacturing, distribution, technology, and banking. Mr. Harrington also serves as a Trustee of The Veale Foundation. Previously, Mr. Harrington has served as a Director of First Guaranty Bank, First State Financial Corporation, and Portec Rail Products, Inc. (serving on its Audit and Compensation Committees).

Key Qualifications and Experience

Mr. Harrington has extensive financial, accounting, and chief executive experience within a variety of industries. He also has board, compensation, and audit experience, including serving for years as the Audit Chair for the Company and qualifies as an Audit Committee Financial Expert.

Executive Leadership

Finance / Capital Markets

Mergers & Acquisitions / Business Development /Strategy

Human Capital / Talent Development / Compensation

Risk Management / Regulatory

Industry / Horseracing

Corporate Governance and Diversity

70

Male

Female

Black / African American

White

Board of Directors

Compensation Committee

Nominating and Governance Committee

Audit Committee

Retainer fee is paid in arrears, in equal quarterly installments.

Directors who do not reside in Louisville, Kentucky may also request reimbursement for travel expenses to and from Board and committee meetings.

Each non-employee director receives a grant of restricted stock units (“RSUs”), with an aggregate grant date fair value of $155,000. Each non-employee director may elect to receive all or a portion of such grant as restricted stock (“RSAs”), which are legally issued common stock at the time of grant, with certain restrictions placed on them.

Represents an additional fee for serving as non-employee Chairman of the Board of Directors.

Fees earned or

paid in cash ($)

Ulysses L. Bridgeman, Jr.

Andréa Carter

Robert L. Fealy

Douglas C. Grissom

Daniel P. Harrington

Karole F. Lloyd

R. Alex Rankin

Paul C. Varga

The Churchill Downs Incorporated 2005 Deferred Compensation Plan allows directors to defer receipt of all or part of their retainer and meeting fees in a deferred share account until after their service on the Board has ended. This account allows the director, in effect, to invest all or part of his or her deferred cash compensation in Company Common Stock. Funds in this account are credited as hypothetical shares of Common Stock based on the market price of the stock at the time the compensation would otherwise have been earned. Hypothetical dividends are reinvested in additional shares based on the market price of the stock on the date dividends are paid. All shares in the deferred share accounts are hypothetical and are not issued or transferred until the director ends his or her service on the

On April 25, 2023, each then-serving non-employee director received a grant of RSUs or RSAs, valued in the amount of $155,000, calculated based upon the closing price of a share of Common Stock on the date of grant. The RSUs or RSAs vest one year from the date of grant, subject to the director’s continued service through the vesting date. If RSUs are awarded, at the time a director ceases being a director of the Company, the Company will issue one share of Common Stock for each vested RSU held by such director. As of December 31, 2023, Mr. Bridgeman had 35,419 RSUs and 1,221 RSAs, Ms. Carter had 1,221 RSUs, Mr. Fealy had 46,462 RSUs and 1,221 RSAs, Mr. Grissom had 14,324 RSUs, Mr. Harrington had 47,683 RSUs, Ms. Lloyd had 13,103 RSUs and 1,221 RSAs, Mr. Rankin had 47,683 RSUs, and Mr. Varga had 7,824 RSUs.

Ownership

Guidelines⁽¹⁾

Met

Guidelines

Ulysses L. Bridgeman, Jr.

Andréa Carter

Robert L. Fealy

Douglas C. Grissom

Daniel P. Harrington

Karole F. Lloyd

R. Alex Rankin

Paul C. Varga

Guidelines adopted per the Company’s Board of Directors.

Ms. Carter became a director in December 2022 and will not be required to satisfy the Director Stock Ownership Guidelines until December 2027.

CORPORATE GOVERNANCE

Director Name

Ulysses L. Bridgeman

Member

Member

William C. Carstanjen

Member

Robert L. Fealy

Member

Member

Member

Member

Chair

Douglas C. Grissom

Member

Member

Member

Daniel P. Harrington

Member

Member

Member

Chair

Karole F. Lloyd

Member

Chair

Member

R. Alex Rankin

Chair

Chair

Paul C. Varga

Member

Member

Member

Andréa Carter

Member

Member

Number of meetings in 2023

7

0

4

6

2

To monitor the performance of the Company’s internal audit function.

To appoint, compensate, retain and oversee the independent registered public accounting firm employed by the Company for the purpose of preparing or issuing audit opinions on the Company’s financial statements and its internal control over financial reporting.

To monitor the Company’s compliance with legal and regulatory requirements as well as the Company’s Code of Conduct and compliance policies.

To consider the effectiveness of the company’s internal control system including information technology security and control.

Review, at least annually, the adequacy and effectiveness of the Company’s IT general controls, and overall assessment and plan to address IT specific risks, scope and funding related to cyber security, business continuity and disaster recovery initiatives.

To inquire of management, including its internal auditor, and the Company’s independent auditors regarding significant risks or exposures, including those related to fraudulent activities, facing the Company; to assess the steps management has taken or proposes to take to minimize such risks to the Company; and to periodically review compliance with such steps.

In discharging its oversight role, to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and to retain outside counsel, auditors or other experts for this purpose.

To conduct an annual performance evaluation of the Audit Committee.

To oversee the development and implementation of the Company’s compensation policies and programs for executive officers, including the CEO.

To establish the annual goals and objectives relevant to the compensation of the CEO and the executive officers and to present such to the Board annually.

To evaluate the performance of the CEO and other executive officers in light of the agreed-upon goals and objectives and to determine and approve the compensation level of the CEO, including the balance of the components of total compensation, based on such evaluation and to present its report to the Board annually.

To develop guidelines for the compensation and performance of the Company’s executive officers and to determine and approve the compensation of the Company’s executive officers, including the balance of the components of total compensation.

To establish appropriate performance targets, participation and levels of awards with respect to the Company’s incentive compensation plans.

To administer the Company’s equity-based compensation plans, including the establishment of criteria for the granting of stock-based awards and the review and approval of such grants in accordance with the criteria.

To review and approve hiring, retention and termination agreements and/or deferred compensation arrangements with the Company’s executive officers.

To establish and periodically review Company policies relating to senior management perquisites and other non-cash benefits.

To review periodically the operation of the Company’s overall compensation program for key employees and evaluate its effectiveness in promoting shareholder value and Company objectives.

To review the results of any advisory shareholder votes on executive compensation and consider whether to recommend adjustments to the Company’s compensation policies and programs as a result of such results.

To consider, at least annually, whether risks arising from the Company’s compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company, including whether the Company’s incentive compensation arrangements encourage excessive or inappropriate risk-taking.

To approve any compensation “clawback” policy required by law or otherwise adopted by the Company.

To oversee regulatory compliance with respect to matters relating to executive officer compensation.

To approve plans for managerial development and succession within the Company and to present such plans to the Board annually.

To periodically review the Company’s key human capital management strategies, policies, programs and practices, including those relating to diversity, equity and inclusion, employee engagement and talent recruitment, development and retention.

To review, assess and recommend to the Board appropriate compensation for non-employee directors.

To oversee the production of and approve the report on executive compensation to be included in the Company’s proxy statement for the annual meeting of shareholders.

To review and discuss with management the compensation discussion and analysis, and based on such discussion, make a recommendation to the Board as to whether or not the compensation discussion and analysis should be included in the proxy statement.

To review and reassess the adequacy of its charter annually and recommend any proposed changes to the Board for approval.

To conduct an annual performance evaluation of the Compensation Committee.

PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 (Proposal No. 2)

INDEPENDENT PUBLIC ACCOUNTANTS

CHURCHILL DOWNS INCORPORATED AUDIT COMMITTEE REPORT

Met four (4) times during the year, during which the Committee reviewed and discussed with management and the independent auditors the Company’s interim and annual financial statements for 2023; at each of such meetings, the Committee met in executive session with the Company’s Vice President of Internal Audit, independent auditors, General Counsel, CFO, and CEO.

Discussed with the independent auditors all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

Received the written disclosures and letters from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board, regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with the independent auditors the independent auditors’ independence.

Based on the review and discussions referred to in the first three bullets above, the Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Reviewed and discussed reports from the Company’s internal audit department and reports from the Company’s legal and compliance department.

Discussed with management and the independent auditors the quality of the Company’s internal controls.

Review the Company’s significant financial, business, and other risk exposures and the steps management has taken to prevent, detect, and monitor such exposures as part of the ERM function.

Reviewed and approved all related person transactions, if any.

Self-evaluated the effectiveness of the Committee.

Evaluated the effectiveness of the Company’s internal audit function.

Inquired of management, including its internal auditor, and the Company’s independent auditors regarding significant risks or exposures, including those related to fraudulent activities, facing the Company; assessed the steps management has taken or proposes to take to minimize such risks to the Company; and reviewed compliance with such steps.

Reviewed and approved the 2023 audit and non-audit services and related fees provided by the independent auditors, PricewaterhouseCoopers LLP (“PwC”). The non-audit services approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the auditor’s independence.

In February 2023, the Committee selected PwC to be reappointed as independent auditors for the calendar year 2023.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Proposal No. 3)

COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents

Executive Summary

2023 Highlights

Key 2023 Compensation Actions

Executive Compensation Philosophy and Core Principles

2023 “Say-on-Pay” Advisory Vote on Executive Compensation

Role of Management and Independent Advisors

Factors Used to Evaluate Pay Decisions

Non-Disclosure of Certain Metrics and Targets

Components of Compensation

Base Salary

Executive Annual Incentive Plan

Long-Term Incentives

Executive Stock Ownership Guidelines

Anti-Hedging Policy

Clawback Policy

Deferred Compensation and Other Benefits

Compensation Committee Report

William C. Carstanjen  

Chief Executive Officer 

William E. Mudd  

President and 

Chief Operating Officer 

Marcia A. Dall  

Executive Vice President 

and Chief Financial Officer 

Bradley K. Blackwell  

Executive Vice President 

and General Counsel 

Maureen Adams

Executive Vice President,

Gaming Operations

Adjusted EBITDA—Adjusted EBITDA used for compensation purposes under the EAIP in fiscal year 2023 was $1,023.9 million, which is approximately 98% of the Adjusted EBITDA target of $1,042.6 million under the EAIP;

Cash Flow Metric—Cash Flow Metric for compensation purposes for the three-year performance for our 2021 performance stock units (“PSUs”) under the ELTI was $1,580.4 million, exceeding by approximately 57.6% the Cash Flow target of $1,002.8 million under the ELTI; and

Total Shareholder Return—Total Shareholder Return from January 1, 2021 to December 31, 2023, the three-year performance period for our 2021 PSUs under the Company’s ELTI, was 29%.

 5-Year Compound 

 Annual Growth 

 Rate (CAGR) 

CHDN Stock Price

$

40.66

⁽¹⁾ 

$

134.93

232

% 

27

% 

Net Income (from continuing operations, millions)

$

182.6

$

417.3

129

% 

18

% 

Adjusted EBITDA (from continuing operations, millions)⁽²⁾

$

328.8

$

1,023.9

211

% 

26

% 

Earnings Per Share (from continuing operations, diluted)

$

2.20

(1) 

$

5.49

150

% 

20

% 

Dividends Per Share

$

0.27

⁽¹⁾ 

$

0.38

41

% 

7

% 

Amounts include adjustment for the 2019 and 2023 stock split of Common Stock.

See Appendix A of this Proxy Statement for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure calculated in accordance with GAAP.

Net revenue was $2.5 billion, up $651.9 million or 36%.

Operating income was $564.0 million, up $242.2 million or 75%.

Net income was $417.3 million, down $22.1 million or 5%.

Adjusted EBITDA was $1.0 billion, up $260.3 million or 34%.

Adjusted EBITDA was $475.4 million, up $187.9 million or 65% from fiscal year 2022.

Churchill Downs Racetrack:

Churchill Downs Racetrack ran the 149^th Kentucky Derby with record Derby Week all-sources handle and record Derby Week contribution to Adjusted EBITDA with over 150,000 fans gathered in person to watch the most exciting two minutes in sports on the first Saturday in May.

We successfully completed the First Turn Experience prior to the 149^th Kentucky Derby.

We continued construction of the Paddock Project which is scheduled to be finished in time for the 150^th Kentucky Derby the first weekend in May 2024.

Kentucky HRMs:

Derby City Gaming: Delivered record net revenue and Adjusted EBITDA and completed the expansion of the gaming floor and opened a new hotel.

Derby City Gaming Downtown: Opened in Louisville, Kentucky, on December 6, 2023.

Oak Grove: Delivered record net revenue and Adjusted EBITDA for a second year in a row.

Owensboro: Announced plans to invest approximately $100 million in a new HRM entertainment venue on the east side of Owensboro with an expected completion in the first quarter of 2025.

Virginia HRMs:

Southern Virginia—Rosie’s Gaming Emporium: Opened in Emporia, Virginia on September 26, 2023.

Northern Virginia—The Rose Gaming Resort (Dumfries): We continued construction of a $460 million gaming and entertainment resort and hotel in Dumfries, Virginia with a scheduled completion late in the third quarter of 2024.

Adjusted EBITDA was $132.1 million, up $18.0 million or 16% from fiscal year 2022.

TwinSpires Horse Racing:

We launched a multi-year agreement with FanDuel to enable FanDuel to create a fully integrated and seamless wagering experience with a single wallet for their customers who want to bet on sports and horse racing with FanDuel.

We launched a multi-year agreement with DraftKings to provide ADW technology and other services.

Exacta: We completed the acquisition of Exacta, a leading provider of central determinate system technology in HRMs across the country.

Sports Betting: We opened seven retail sports books and monetized three of our Kentucky online sports betting licenses upon the authorization of sports betting in Kentucky.

Adjusted EBITDA was a record $488.6 million, up $66.7 million or 16% from fiscal year 2022.

Terre Haute Casino Resort: We continued construction of a $290 million casino, hotel, and entertainment venue in Terre Haute, Indiana scheduled to open in the second quarter of 2024.

We closed the sale of our Arlington Heights, Illinois property to the Chicago Bears for $197.2 million on February 15, 2023.

We completed the offering of $600.0 million in 6.750% senior notes that mature in 2031.

We amended our senior secured credit agreement to increase the loans under the existing Term Loan A due 2027 by $500 million.

Effective May 22, 2023, the Company’s common stock was split two-for-one with a proportionate increase in the number of authorized shares of common stock.

In December 2023 we announced a repurchase of 1,000,000 shares of our common stock for $123.75 per share from an affiliate of The Duchossois Group, Inc. that closed on January 2, 2024.

We expanded our ESG efforts including the ongoing promotion of responsible gaming; initiatives at our properties to lessen energy and water usage, to decrease carbon emissions, and to responsibly manage waste; increasing investments in the communities in which we operate and supporting our teams through educational and leadership development; and further diversification of our Board of Directors and increasing engagement with our shareholders.

We also continued our diversity, equity, and inclusion initiatives (DE&I) including the roll-out of our mission, vision, culture statement, and core values company-wide.

The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Committee during 2023 are set forth below.

Compensation

Component

Base Salary
(Page 35)

•  Competitive base salaries help attract and retain executive talent.

•  Merit and market-based increases to each NEO and promotion-based increases to Mr. Blackwell and Ms. Adams for 2023.

Annual Cash
Incentive
(Page 36)

•  Focus executives on achieving annual financial and non-financial results that are considered key indicators of financial and operational performance.

•  Annual cash incentives are earned based on achievement of Adjusted EBITDA and other strategic, operational and financial measures.

•  Merit, market-based, and promotion-based increases to Mr. Blackwell’s and Ms. Adams’ annual cash incentive target opportunities for 2023, with the remaining NEOs’ target opportunities remaining the same as compared to 2022.

•  Annual cash incentive awards were earned at 122% of target due to strong Company and executive performance.

Long-Term Equity
Incentive Compensation
(Page 38)

•  2023 annual equity-based awards consist of PSUs and RSUs.

•  2023 PSUs vest based on achievement of 2-year Cumulative Adjusted EBITDA and 3-year Cumulative Cash Flow metrics that are considered key indicators of long-term performance, with vesting adjusted based on relative total shareholder return (“TSR”) performance to additionally incorporate a measure of shareholder value creation over the performance period.

•  RSUs provide focus on stock price growth and serve our talent retention objectives.

•  Merit and market-based increases to target value of equity awards for Mr. Carstanjen and Ms. Adams for 2023, with the remaining NEOs’ target opportunities remaining the same as compared to 2022.

•  The target value of the equity award mix is generally balanced between PSUs (50%) and RSUs (50%).

•  2023 PSUs are subject to a multi-year performance period and will be earned based on goals relating to Adjusted EBITDA (weighted 50%) measured over the 2023-2024 performance period and Cash Flow (weighted 50%) measured over the 2023-2025 performance period, with a relative TSR modifier of +/- 25% for TSR performance over the 2023-2025 performance period.

•  RSUs vest over three years in equal annual installments.

What We Do    

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