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Compiled from SEC Form N-PX filings and CHURCHILL DOWNS INC.’s Form 8-K, filed April 23, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of April 23, 2024: 5 items on CHURCHILL DOWNS INC.’s Form 8-K, filed April 23, 2024: 2 approved · 3 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore CHURCHILL DOWNS INC. in the interactive database Compare manager voting policies
These tallies are CHURCHILL DOWNS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 23, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: William C. Carstanjen | 61,082,260 | -- | -- | 1,588,404 | 5,623,367 | 97% | Not verified | — |
| Elect Director: Karole F. Lloyd | 58,207,129 | -- | -- | 4,621,581 | 5,465,321 | 93% | Not verified | — |
| Elect Director: Paul C. Varga | 61,321,823 | -- | -- | 2,039,040 | 4,933,168 | 97% | Not verified | — |
| 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for fiscal year 2024 | 67,165,079 | 577,226 | 551,726 | -- | -- | 99.1% | Approved | — |
| 3. Approval, on an advisory basis, of the compensation of the Company's named executive officers | 61,668,283 | 1,547,436 | 145,139 | -- | 4,933,173 | 98% | Approved | — |
This meeting is also recorded here as April 24, 2024; both records come from the same filing, so the date should be checked against it.
Source: CHURCHILL DOWNS INC., Form 8-K, filed with the SEC on April 23, 2024 — read the filing on EDGAR.
Each item below shows how the 385 asset managers that disclosed a CHURCHILL DOWNS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 6 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: Karole F. Lloyd
CHURCHILL DOWNS INC.’s own tally for this item (“Elect Director: Karole F. Lloyd”): 58,207,129 for, 4,621,581 withheld, per its Form 8-K filed April 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 99 asset managers below reported 28,905,910 for, 2,544,346 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,432,914 | 0 | 0 | 0 | For |
| Fidelity | 5,492,065 | 0 | 0 | 0 | For |
| AMCAP FUND | 4,933,687 | 0 | 0 | 0 | For |
| BlackRock | 3,172,932 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,143,575 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 0 | 1,118,316 | Withhold |
| Prudential/PGIM | 771,268 | 0 | 0 | 0 | For |
| John Hancock | 82,011 | 0 | 0 | 624,334 | Mixed |
| Charles Schwab | 537,330 | 0 | 0 | 0 | For |
| T. Rowe Price | 402,292 | 0 | 0 | 0 | For |
| State Street | 258 | 0 | 0 | 396,490 | Withhold |
| JANUS INVESTMENT FUND | 348,708 | 0 | 0 | 0 | For |
| Baird | 345,445 | 0 | 0 | 0 | For |
| Equitable | 192,580 | 0 | 0 | 85,220 | Mixed |
| Voya | 265,686 | 0 | 0 | 0 | For |
| Principal | 250,393 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 249,460 | 0 | 0 | 0 | For |
| Dimensional | 244,075 | 0 | 0 | 0 | For |
| Value Line Mid Cap Focused Fund, Inc. | 194,490 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 182,022 | 0 | 0 | 0 | For |
| Jackson National | 164,894 | 0 | 0 | 0 | For |
| Putnam | 161,130 | 0 | 0 | 0 | For |
| Neuberger Berman | 150,662 | 0 | 0 | 0 | For |
| Gabelli | 141,900 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 141,663 | 0 | 0 | 0 | For |
Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: Paul C. Varga
CHURCHILL DOWNS INC.’s own tally for this item (“Elect Director: Paul C. Varga”): 61,321,823 for, 2,039,040 withheld, per its Form 8-K filed April 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 99 asset managers below reported 30,563,188 for, 887,068 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,432,914 | 0 | 0 | 0 | For |
| Fidelity | 5,492,065 | 0 | 0 | 0 | For |
| AMCAP FUND | 4,933,687 | 0 | 0 | 0 | For |
| BlackRock | 3,172,932 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,143,575 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,118,316 | 0 | 0 | 0 | For |
| Prudential/PGIM | 771,268 | 0 | 0 | 0 | For |
| John Hancock | 82,011 | 0 | 0 | 624,334 | Mixed |
| Charles Schwab | 537,330 | 0 | 0 | 0 | For |
| T. Rowe Price | 402,292 | 0 | 0 | 0 | For |
| State Street | 396,696 | 0 | 0 | 52 | For |
| JANUS INVESTMENT FUND | 348,708 | 0 | 0 | 0 | For |
| Baird | 345,445 | 0 | 0 | 0 | For |
| Equitable | 192,580 | 0 | 0 | 85,220 | Mixed |
| Voya | 265,686 | 0 | 0 | 0 | For |
| Principal | 250,393 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 249,460 | 0 | 0 | 0 | For |
| Dimensional | 244,075 | 0 | 0 | 0 | For |
| Value Line Mid Cap Focused Fund, Inc. | 194,490 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 182,022 | 0 | 0 | 0 | For |
| Jackson National | 164,894 | 0 | 0 | 0 | For |
| Putnam | 161,130 | 0 | 0 | 0 | For |
| Neuberger Berman | 150,662 | 0 | 0 | 0 | For |
| Gabelli | 141,900 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 141,663 | 0 | 0 | 0 | For |
Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.
Combines 5 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: William C. Carstanjen
CHURCHILL DOWNS INC.’s own tally for this item (“Elect Director: William C. Carstanjen”): 61,082,260 for, 1,588,404 withheld, per its Form 8-K filed April 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 99 asset managers below reported 30,732,385 for, 717,871 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,432,914 | 0 | 0 | 0 | For |
| Fidelity | 5,492,065 | 0 | 0 | 0 | For |
| AMCAP FUND | 4,933,687 | 0 | 0 | 0 | For |
| BlackRock | 3,172,932 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,143,575 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,118,316 | 0 | 0 | 0 | For |
| Prudential/PGIM | 771,268 | 0 | 0 | 0 | For |
| John Hancock | 82,011 | 0 | 0 | 624,334 | Mixed |
| Charles Schwab | 537,330 | 0 | 0 | 0 | For |
| T. Rowe Price | 402,292 | 0 | 0 | 0 | For |
| State Street | 396,673 | 0 | 0 | 75 | For |
| JANUS INVESTMENT FUND | 348,708 | 0 | 0 | 0 | For |
| Baird | 345,445 | 0 | 0 | 0 | For |
| Equitable | 277,800 | 0 | 0 | 0 | For |
| Voya | 265,686 | 0 | 0 | 0 | For |
| Principal | 250,393 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 249,460 | 0 | 0 | 0 | For |
| Dimensional | 244,075 | 0 | 0 | 0 | For |
| Value Line Mid Cap Focused Fund, Inc. | 194,490 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 182,022 | 0 | 0 | 0 | For |
| Jackson National | 164,894 | 0 | 0 | 0 | For |
| Putnam | 161,130 | 0 | 0 | 0 | For |
| Neuberger Berman | 150,662 | 0 | 0 | 0 | For |
| Gabelli | 141,900 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 141,663 | 0 | 0 | 0 | For |
Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.
Combines 21 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT.
CHURCHILL DOWNS INC.’s own tally for this item (“3. Approval, on an advisory basis, of the compensation of the Company's named executive officers”): 61,668,283 for, 1,547,436 against — passed, per its Form 8-K filed April 23, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “(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 …”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of CHURCHILL DOWNS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Section 14a Executive Compensation” (2 managers, 4,180 for).
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,432,914 | 0 | 0 | 0 | For |
| Fidelity | 5,492,065 | 0 | 0 | 0 | For |
| AMCAP FUND | 4,933,687 | 0 | 0 | 0 | For |
| BlackRock | 3,172,932 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,143,575 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,118,316 | 0 | 0 | 0 | For |
| Prudential/PGIM | 771,268 | 0 | 0 | 0 | For |
| John Hancock | 706,345 | 0 | 0 | 0 | For |
| Charles Schwab | 537,330 | 0 | 0 | 0 | For |
| T. Rowe Price | 402,292 | 0 | 0 | 0 | For |
| State Street | 396,748 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 348,708 | 0 | 0 | 0 | For |
| Baird | 345,445 | 0 | 0 | 0 | For |
| Equitable | 277,800 | 0 | 0 | 0 | For |
| Voya | 265,686 | 0 | 0 | 0 | For |
| Principal | 250,393 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 249,460 | 0 | 0 | 0 | For |
| Dimensional | 244,075 | 0 | 0 | 0 | For |
| Value Line Mid Cap Focused Fund, Inc. | 194,490 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 182,022 | 0 | 0 | 0 | For |
| Jackson National | 37,202 | 127,692 | 0 | 0 | Mixed |
| Putnam | 161,130 | 0 | 0 | 0 | For |
| Neuberger Berman | 150,662 | 0 | 0 | 0 | For |
| Gabelli | 141,900 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 141,663 | 0 | 0 | 0 | For |
Fund voting reports, all 97 managers: 31,173,502 for, 261,956 against, 14,205 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Research Global Investors | 6,715,816 | 0 | 0 | 0 | For |
| Fidelity | 4,452,683 | 0 | 0 | 0 | For |
| State Street | 1,752,597 | 0 | 0 | 0 | For |
| LONDON CO OF VIRGINIA | 1,670,954 | 0 | 0 | 0 | For |
| Putnam | 1,670,060 | 0 | 0 | 0 | For |
| SCHRODER INVESTMENT MANAGEMENT GROUP | 1,543,847 | 0 | 0 | 0 | For |
| BlackRock | 1,449,676 | 350 | 0 | 0 | For |
| ArrowMark Colorado Holdings LLC | 1,264,401 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,139,402 | 0 | 0 | 0 | For |
| JENNISON ASSOCIATES LLC | 812,243 | 0 | 0 | 0 | For |
| Nitorum Capital, L.P. | 590,638 | 0 | 0 | 0 | For |
| T. Rowe Price | 570,314 | 0 | 0 | 0 | For |
| Charles Schwab | 545,077 | 0 | 0 | 0 | For |
| Hudson Way Capital Management LLC | 517,523 | 0 | 0 | 0 | For |
| Citadel | 480,871 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 431,562 | 0 | 0 | Against |
| Janus Henderson | 385,730 | 0 | 0 | 0 | For |
| Voya | 380,554 | 0 | 0 | 0 | For |
| BROWN ADVISORY INC | 349,686 | 0 | 0 | 0 | For |
| WESTFIELD CAPITAL MANAGEMENT CO LP | 334,577 | 0 | 0 | 0 | For |
| STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 264,301 | 0 | 0 | 0 | For |
| EMERALD MUTUAL FUND ADVISERS TRUST | 261,080 | 0 | 0 | 0 | For |
| Gabelli | 259,876 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 251,700 | 0 | 0 | 0 | For |
| Glenview Trust Co | 243,602 | 0 | 0 | 0 | For |
Institutional-manager reports, all 310 managers: 33,220,429 for, 980,452 against, 2,200 withheld, 314 not voted, 2 unknown. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.1% Approved · of votes cast
Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024.
CHURCHILL DOWNS INC.’s own tally for this item (“2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for fiscal year 2024”): 67,165,079 for, 577,226 against — passed, per its Form 8-K filed April 23, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “(2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 99 asset managers below reported 31,435,499 for, 552 against, 14,205 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,432,914 | 0 | 0 | 0 | For |
| Fidelity | 5,492,065 | 0 | 0 | 0 | For |
| AMCAP FUND | 4,933,687 | 0 | 0 | 0 | For |
| BlackRock | 3,172,932 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,143,575 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,118,316 | 0 | 0 | 0 | For |
| Prudential/PGIM | 771,268 | 0 | 0 | 0 | For |
| John Hancock | 706,345 | 0 | 0 | 0 | For |
| Charles Schwab | 537,330 | 0 | 0 | 0 | For |
| T. Rowe Price | 402,292 | 0 | 0 | 0 | For |
| State Street | 396,725 | 23 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 348,708 | 0 | 0 | 0 | For |
| Baird | 345,445 | 0 | 0 | 0 | For |
| Equitable | 277,800 | 0 | 0 | 0 | For |
| Voya | 265,686 | 0 | 0 | 0 | For |
| Principal | 250,393 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 249,460 | 0 | 0 | 0 | For |
| Dimensional | 244,075 | 0 | 0 | 0 | For |
| Value Line Mid Cap Focused Fund, Inc. | 194,490 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 182,022 | 0 | 0 | 0 | For |
| Jackson National | 164,894 | 0 | 0 | 0 | For |
| Putnam | 161,130 | 0 | 0 | 0 | For |
| Neuberger Berman | 150,662 | 0 | 0 | 0 | For |
| Gabelli | 141,900 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 141,663 | 0 | 0 | 0 | For |
Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 74,500,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 9.98% |
| 2 | Fidelity | 7.37% |
| 3 | AMCAP FUND | 6.62% |
| 4 | BlackRock | 4.26% |
| 5 | TOUCHSTONE FUNDS GROUP TRUST | 1.54% |
| 6 | Columbia Threadneedle | 1.50% |
| 7 | Prudential/PGIM | 1.04% |
| 8 | John Hancock | 0.95% |
| 9 | Charles Schwab | 0.72% |
| 10 | T. Rowe Price | 0.54% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Capital Research Global Investors | 9.01% |
| 2 | Fidelity | 5.98% |
| 3 | State Street | 2.35% |
| 4 | LONDON CO OF VIRGINIA | 2.24% |
| 5 | Putnam | 2.24% |
| 6 | SCHRODER INVESTMENT MANAGEMENT GROUP | 2.07% |
| 7 | BlackRock | 1.95% |
| 8 | ArrowMark Colorado Holdings LLC | 1.70% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.53% |
| 10 | JENNISON ASSOCIATES LLC | 1.09% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 8.56% | 13F |
| Vanguard Group | 8.54% | 13F |
| Capital International | 3.44% | 13F |
| State Street | 2.69% | 13F |
| FMR (Fidelity) | 2.67% | 13F |
| Citadel Advisors | 2.09% | 13F |
| Geode Capital | 1.59% | 13F |
| BNY Mellon | 0.85% | 13F |
| Morgan Stanley | 0.74% | 13F |
| Charles Schwab | 0.73% | 13F |
Percentages above are of 74,500,000 shares outstanding, as reported by CHURCHILL DOWNS INC. on its Form 10-K dated December 31, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CHURCHILL DOWNS INC.’s 10-K dated December 31, 2023. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At CHURCHILL DOWNS INC.'s shareholder meeting held April 23, 2024, in the 2023-2024 proxy season, 385 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,342 separate fund positions. On the most widely held item on that ballot — TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION AS DISCLOSED… — CHURCHILL DOWNS INC.'s filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CHURCHILL DOWNS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 23, 2024.
CHURCHILL DOWNS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.