(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i600 North Hurstbourne Parkway, Suite 400
iLouisville
iKentucky
i40222
(Address
of Principal Executive Offices)
(Zip Code)
(i502)-i636-4400
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.
i☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, No Par Value
iCHDN
iThe
Nasdaq Stock Market LLC
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
i☐
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 2020 Annual Meeting, 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 2020; and
(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.
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 Directors in Class III
Nominee
For
Against
Withheld
Broker
Non-Votes
Robert L. Fealy
30,517,618
—
1,573,143
3,539,095
Douglas C. Grissom
30,921,511
—
1,169,250
3,539,095
Daniel P. Harrington
30,715,823
—
1,374,938
3,539,095
(2)Ratification
of Appointment of Independent Registered Public Accounting Firm
For
Against
Abstentions
Broker Non-Votes
35,176,071
422,684
31,101
—
(3)Approval,
By Non-Binding Advisory Vote, of Executive Compensation
For
Against
Abstentions
Broker Non-Votes
30,961,389
1,031,819
97,553
3,539,095
SIGNATURE
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.