CHURCHILL DOWNS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Class II Directors: Andrea Carter

CHURCHILL DOWNS INC.’s own tally for this item (“Elect Director: Andréa Carter”): 57,475,350 for, 3,894,770 withheld, per its Form 8-K filed April 22, 2025 (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: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 27,683,971 for, 1,996,932 withheld, 141 not voted.

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

Description as filed by funds: Election of Class II Directors: R. Alex Rankin

CHURCHILL DOWNS INC.’s own tally for this item (“Elect Director: R. Alex Rankin”): 57,498,013 for, 3,872,107 withheld, per its Form 8-K filed April 22, 2025 (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: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 27,681,978 for, 1,998,925 withheld, 141 not voted.

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

Description as filed by funds: To approve the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan.

CHURCHILL DOWNS INC.’s own tally for this item (“3. Approval of the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan”): 60,266,378 for, 1,046,437 against — passed, per its Form 8-K filed April 22, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(3) approved the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 114 asset managers below reported 29,676,096 for, 22,768 against, 656 abstained, 141 not voted.

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

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 (“4. Approval, on an advisory basis, of the compensation of the Company's named executive officers”): 59,339,818 for, 1,920,601 against — passed, per its Form 8-K filed April 22, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(4) 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: 97% 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” (4 managers, 22 for, 264 abstained).

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).

Fund voting reports, all 109 managers: 29,299,669 for, 367,949 against, 13,285 abstained, 141 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 355 managers: 41,014,021 for, 1,183,920 against, 12,449 abstained, 1,537 not voted, 101,232 mixed. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025.

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 2025”): 66,806,055 for, 619,835 against — passed, per its Form 8-K filed April 22, 2025 (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 2025”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 29,666,566 for, 1,052 against, 13,285 abstained, 141 not voted.

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.