DEF 14A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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

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)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


				DEAR FELLOW SHAREHOLDERS,
				In 2025, we delivered exceptional record financial performance from our diversified portfolio of businesses, generating record net revenue of $2.9 billion, net income of $383.0 million, and record Adjusted EBITDA of $1.2 billion.

				Key Highlights ● Celebrated the 151^st running of the Kentucky Derby: — Achieved all-time wagering records and record peak viewership on NBC. — Completed the new Starting Gate Pavilion and Courtyard. — Renewed the NBC broadcast contract with significantly enhanced economics. ● Continued the expansion of our HRM businesses: — Opened Owensboro Racing & Gaming in Owensboro, Kentucky, in February 2025. — Expanded Rosie’s Richmond in Richmond, Virginia, in August 2025. — Opened Roseshire Gaming Parlor in Henrico County, Virginia, in September 2025. ● Returned $456.3 million to shareholders through share repurchases and dividends. ● Announced our 15^thconsecutive year of increased dividends per share. We enter 2026 with strong momentum and a compelling slate of projects designed to enhance the Kentucky Derby experience, expand our HRM footprint, and generate long-term shareholder value. Growth Initiatives: ● We continue to invest in and elevate the Derby as a week long event: — The 152^nd Kentucky Oaks will premier in primetime on NBC Friday evening, May 1, 2026, further strengthening Derby Week’s national reach. — Renovations of the Finish Line Suites and The Mansion – two of our most exclusive hospitality areas – will debut for Derby Week in 2026. — Victory Run, a new reserved seating structure featuring suites, covered seating, and elevated hospitality offerings, is scheduled to debut for the 2028 Kentucky Derby. ● We remain committed to expanding our historical horse racing machine entertainment venues and supporting the broader horse racing ecosystem: — Opened Marshall Yards Racing & Gaming in Calvert City, Kentucky in February 2026. — Continued development of Rockingham Grand Casino in Salem, New Hampshire. Over the past several years, our team has demonstrated the ability to successfully execute high-return growth projects while maintaining a strong balance sheet and disciplined capital allocation. We remain focused on sustainable growth and delivering consistent long-term total shareholder return. On behalf of our Board of Directors and our entire team, we thank you for your continued investment in Churchill Downs Incorporated.

LOGO

R. Alex Rankin

Chairman of the Board

LOGO

William C. Carstanjen

Chief Executive Officer

LOGO

600 N. HURSTBOURNE PARKWAY, STE. 400

LOUISVILLE, KENTUCKY 40222

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

Date:

Tuesday, April 21, 2026

Time:

9:00 a.m. Eastern Time

Place:

Via a live audio-only webcast at

www.proxydocs.com/CHDN.

Agenda:

I. To elect the two (2) Class III 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 2026 (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.

Record Date:

The close of business on March 2, 2026 has been fixed as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at that time will be entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof.

Voting:

March 12, 2026

By Order of the Board of Directors.

LOGO

BRADLEY K. BLACKWELL

Executive Vice President and

General Counsel,

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 21, 2026

The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders and the Annual Report to

Shareholders for the fiscal year ended December 31, 2025 are available at

http://www.churchilldownsincorporated.com/proxy

TABLE OF CONTENTS


Notice of Annual Meeting of Shareholders

Proxy Statement			1

Annual Meeting of Shareholders to be held on April 21, 2026			1

Voting Rights			1

Voting Instructions and Information			1

Security Ownership of Certain Beneficial Owners and Management			5

Information about our Executive Officers			7

Election of Directors (Proposal No. 1)			8

Election of Directors			9

Continuing Directors			10

Director Skills and Experience Matrix			12

Retirement Age Policy			13

Director Compensation for Fiscal Year Ended December 31, 2025			13

Director Stock Ownership Guidelines			14

Corporate Governance			15

Shareholder Communications			15

Board Leadership Structure			15

Oversight of Company Risk			15

Board Evaluations			16

Board Meetings and Committees			16

Executive Committee			17

Audit Committee			17

Compensation Committee			17

Responsibilities of the Compensation Committee			17

Compensation Committee Interlocks and Insider Participation			19

Compensation Risk Assessment			19

Nominating and Governance Committee			19

Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026 (Proposal No. 2)			21

Independent Public Accountants			22

Audit Fees			22

Audit-Related Fees			22

Tax Fees			22

All Other Fees			22

Churchill Downs Incorporated Audit Committee Report			23

Advisory Vote to Approve Executive Compensation (Proposal No. 3)			25

Compensation Discussion and Analysis			26

Executive Summary			27

2025 Highlights

To attend and vote during the Annual Meeting, visit www.proxydocs.com/CHDN. All shareholders, including those who expect to attend the Annual Meeting virtually, are urged to vote prior to the Annual Meeting by telephone or Internet or by requesting and promptly signing and returning a proxy card, as more fully described in the Notice of Internet Availability of Proxy Materials.

Vote by Telephone

Vote by Internet

Vote by Mail

SEC Form DEF 14A filed by Churchill Downs Incorporated