Churchill Downs Inc. Reports Director Changes and Officer Compensation

Ticker: CHDN · Form: 8-K · Filed: 2025-04-22T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, director-changes, officer-compensation

Related Tickers: CHDN

TL;DR

CDI board shakeup: Fox out, Dinning & Gahan in. Officer pay details also filed.

AI Summary

On April 22, 2025, Churchill Downs Inc. filed an 8-K report detailing several key events. The company announced the departure of director Michael E. Fox and the election of new directors, including Anne E. Dinning and Michael J. Gahan. Additionally, the filing disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director changes and compensation disclosures, which typically carry low immediate risk.

Key Players & Entities

FAQ

Who has departed from the Churchill Downs Inc. board of directors?

Michael E. Fox has departed from the board of directors of Churchill Downs Inc.

Who has been elected as new directors to the Churchill Downs Inc. board?

Anne E. Dinning and Michael J. Gahan have been elected as new directors.

What other items are reported in this 8-K filing?

The filing also reports on compensatory arrangements of certain officers and the submission of matters to a vote of security holders.

What is the filing date for this Current Report?

The earliest event reported is dated April 22, 2025, which is also the date of the report.

What is the Commission File Number for Churchill Downs Inc.?

The Commission File Number for Churchill Downs Inc. is 001-33998.

From the Filing

0000020212-25-000062.txt : 20250422 0000020212-25-000062.hdr.sgml : 20250422 20250422171324 ACCESSION NUMBER: 0000020212-25-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 37 CONFORMED PERIOD OF REPORT: 20250422 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250422 DATE AS OF CHANGE: 20250422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Churchill Downs Inc CENTRAL INDEX KEY: 0000020212 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] ORGANIZATION NAME: 07 Trade & Services EIN: 610156015 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33998 FILM NUMBER: 25858544 BUSINESS ADDRESS: STREET 1: 600 N HURSTBOURNE PKWY STREET 2: STE 400 CITY: LOUISVILLE STATE: KY ZIP: 40222-5389 BUSINESS PHONE: 15023941166 MAIL ADDRESS: STREET 1: 600 N HURSTBOURNE PKWY STREET 2: STE 400 CITY: LOUISVILLE STATE: KY ZIP: 40222-5389 FORMER COMPANY: FORMER CONFORMED NAME: CHURCHILL DOWNS Inc DATE OF NAME CHANGE: 20160105 FORMER COMPANY: FORMER CONFORMED NAME: CHURCHILL DOWNS INC DATE OF NAME CHANGE: 19920703 8-K 1 chdn-20250422.htm 8-K chdn-20250422 0000020212 false 0000020212 2025-04-22 2025-04-22 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 22, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 North Hurstbourne Parkway, Suite 400 Louisville , Kentucky 40222 (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 Common Stock, No Par Value CHDN The Nasdaq Global Select 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 ☐ 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan At the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Churchill Downs Incorporated (the “Company”) held on April 22, 2025, the Company&#821

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