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Churchill Downs Incorporated 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Churchill Downs Incorporated’s Form 8-K, filed April 21, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

4Ballot items
454Asset managers
2,362Fund votes
April 21, 2026Meeting date

Results at a glance

Meeting of April 21, 2026: 4 items on Churchill Downs Incorporated’s Form 8-K, filed April 21, 2026: 2 approved · 2 without a stated outcome.

Material dissent

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Churchill Downs Incorporated in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Churchill Downs Incorporated

These tallies are Churchill Downs Incorporated’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 21, 2026 (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.

Churchill Downs Incorporated — official shareholder meeting results, meeting held April 21, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Douglas C. Grissom	53,602,746	--	--	5,980,214	5,058,232	90%	Not verified	—
Elect Director: Daniel P. Harrington	56,384,182	--	--	3,198,778	5,058,232	95%	Not verified	—
2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for fiscal year 2026	63,632,857	975,233	33,102	--	--	98%	Approved	—
3. Approval, on an advisory basis, of the compensation of the Company's named executive officers	50,404,461	9,078,571	99,928	--	5,058,232	85%	Approved	—

Source: Churchill Downs Incorporated, Form 8-K, filed with the SEC on April 21, 2026 — read the filing on EDGAR.

How asset managers voted at the Churchill Downs Incorporated 2025-2026 meeting

Each item below shows how the 454 asset managers that disclosed a Churchill Downs Incorporated 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.

1. Elect Director: Daniel P. Harrington

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 56,384,182WITHHELD: 3,198,778

Details: description as filed, official tally, votes by 107 asset managers

Description as filed by funds: Election of Class III Directors: Daniel P. Harrington

Churchill Downs Incorporated’s own tally for this item (“Elect Director: Daniel P. Harrington”): 56,384,182 for, 3,198,778 withheld, per its Form 8-K filed April 21, 2026 (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: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 107 asset managers below reported 24,609,344 for, 1,665,182 withheld, 84,585 abstained, 51 not voted.

FOR

FOR: 24,609,344ABSTAIN: 84,585WITHHOLD: 1,665,182NOT VOTED: 51

Largest asset managers voting on “Election of Class III Directors: Daniel P. Harrington” at Churchill Downs Incorporated, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	6,355,180	10	0	For
BlackRock	3,645,395	0	0	For
Fidelity	3,055,877	0	0	For
TOUCHSTONE FUNDS GROUP TRUST	1,980,647	0	0	For
Capital Group	1,516,822	0	0	For
John Hancock	88,697	0	900,430	Mixed
Prudential/PGIM	917,137	0	18,267	For
Columbia Threadneedle	901,471	0	0	For
Charles Schwab	620,972	0	0	For
Thrivent	559,001	0	0	For
State Street	456,117	0	30	For
Legg Mason	378,500	0	0	For
JANUS INVESTMENT FUND	377,970	0	0	For
T. Rowe Price	0	0	320,745	Withhold
Equitable	188,447	0	69,654	Mixed
ProShares	254,231	0	0	For
Hartford	171,363	0	0	For
Natixis	168,220	0	0	For
WILLIAM BLAIR FUNDS	166,800	0	0	For
MERIDIAN FUND INC	165,463	0	0	For
Jackson National	163,955	0	0	For
TRUST FOR PROFESSIONAL MANAGERS	100,222	0	40,388	Mixed
Baird	134,901	0	0	For
Dimensional	134,471	0	0	For
Principal	117,115	0	0	For

Showing the 25 largest of 107 asset managers. See all 107 in the interactive database.

2. Elect Director: Douglas C. Grissom

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%

FOR: 53,602,746WITHHELD: 5,980,214

Details: description as filed, official tally, votes by 107 asset managers

Description as filed by funds: Election of Class III Directors: Douglas C. Grissom

Churchill Downs Incorporated’s own tally for this item (“Elect Director: Douglas C. Grissom”): 53,602,746 for, 5,980,214 withheld, per its Form 8-K filed April 21, 2026 (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: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 107 asset managers below reported 23,940,143 for, 2,334,383 withheld, 84,585 abstained, 51 not voted.

FOR

FOR: 23,940,143ABSTAIN: 84,585WITHHOLD: 2,334,383NOT VOTED: 51

Largest asset managers voting on “Election of Class III Directors: Douglas C. Grissom” at Churchill Downs Incorporated, 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	6,351,470	10	3,710	For
BlackRock	3,645,395	0	0	For
Fidelity	3,055,877	0	0	For
TOUCHSTONE FUNDS GROUP TRUST	1,980,647	0	0	For
Capital Group	1,516,822	0	0	For
John Hancock	88,697	0	900,430	Mixed
Prudential/PGIM	917,137	0	18,267	For
Columbia Threadneedle	901,471	0	0	For
Charles Schwab	620,972	0	0	For
Thrivent	559,001	0	0	For
State Street	1,295	0	454,852	Withhold
Legg Mason	378,500	0	0	For
JANUS INVESTMENT FUND	377,970	0	0	For
T. Rowe Price	0	0	320,745	Withhold
Equitable	188,447	0	69,654	Mixed
ProShares	254,231	0	0	For
Hartford	0	0	171,363	Withhold
Natixis	168,220	0	0	For
WILLIAM BLAIR FUNDS	166,800	0	0	For
MERIDIAN FUND INC	165,463	0	0	For
Jackson National	163,955	0	0	For
TRUST FOR PROFESSIONAL MANAGERS	100,222	0	40,388	Mixed
Baird	134,901	0	0	For
Dimensional	134,471	0	0	For
Principal	117,115	0	0	For

Showing the 25 largest of 107 asset managers. See all 107 in the interactive database.

3. 3. Approval, on an advisory basis, of the compensation of the Company's named executive officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

85% Approved · of votes cast

FOR 85%AGAINST

FOR: 50,404,461AGAINST: 9,078,571

Details: description as filed, official tally, votes by 454 asset managers

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 Incorporated’s own tally for this item (“3. Approval, on an advisory basis, of the compensation of the Company's named executive officers”): 50,404,461 for, 9,078,571 against — passed, per its Form 8-K filed April 21, 2026 (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: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

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: 106 asset managers voting on “To approve, on a non-binding advisory basis, the Company's executive compensation as disclosed in the proxy st” at Churchill Downs Incorporated, 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,909,078	446,112	Mixed
BlackRock	3,645,395	0	For
Fidelity	2,891,025	164,852	Mixed
TOUCHSTONE FUNDS GROUP TRUST	1,980,647	0	For
Capital Group	0	1,516,822	Against
John Hancock	933,457	55,670	Mixed
Prudential/PGIM	923,517	11,887	For
Columbia Threadneedle	901,471	0	For
Charles Schwab	324	620,648	Against
Thrivent	559,001	0	For
State Street	455,449	698	For
Legg Mason	378,500	0	For
JANUS INVESTMENT FUND	377,970	0	For
T. Rowe Price	245,170	75,575	Mixed
Equitable	258,101	0	For
ProShares	254,231	0	For
Hartford	171,363	0	For
Natixis	168,220	0	For
WILLIAM BLAIR FUNDS	166,800	0	For
MERIDIAN FUND INC	0	165,463	Against
Jackson National	0	163,955	Against
TRUST FOR PROFESSIONAL MANAGERS	140,610	0	For
Baird	134,901	0	For
Dimensional	0	134,471	Against
Principal	117,115	0	For

Fund voting reports, all 106 managers: 21,906,302 for, 4,356,260 against, 94,908 abstained, 51 not voted, 117 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 375 asset managers voting on “To approve, on a non-binding advisory basis, the Company's executive compensation as disclosed in the proxy st” at Churchill Downs Incorporated, 2025-2026
Asset manager	For	Against	Vote
LONDON CO OF VIRGINIA	2,478,947	0	For
BlackRock	2,199,015	1,076	For
State Street	1,839,642	1,051	For
Fidelity	1,757,424	0	For
Capital Group	0	1,516,822	Against
Boston Partners	1,477,599	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,384,969	0	For
JENNISON ASSOCIATES LLC	1,240,163	0	For
Janus Henderson	1,148,934	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1,049,261	90,169	Mixed
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	1,043,296	0	For
Hudson Way Capital Management LLC	909,577	0	For
Alua Capital Management LP	869,480	0	For
STOCK YARDS BANK & TRUST CO	783,489	0	For
Clearbridge Investments, LLC	744,453	0	For
ArrowMark Colorado Holdings LLC	0	676,507	Against
GW&K Investment Management, LLC	0	164,852	Against
Charles Schwab	324	628,177	Against
Junto Capital Management LP	575,499	0	For
Thrivent	561,646	0	For
Vanguard	503,258	0	For
T. Rowe Price	391,004	103,994	Mixed
Natixis	362,031	120,765	Mixed
Northern Trust	436,708	0	For
MELLON INVESTMENTS Corp	0	423,431	Against

Institutional-manager reports, all 375 managers: 27,497,874 for, 6,709,403 against, 30,814 abstained, 5,995 not voted, 477,503 mixed. Showing the 25 largest; see all in the interactive database.

4. 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 63,632,857AGAINST: 975,233

Details: description as filed, official tally, votes by 107 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026.

Churchill Downs Incorporated’s own tally for this item (“2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for fiscal year 2026”): 63,632,857 for, 975,233 against — passed, per its Form 8-K filed April 21, 2026 (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 2026”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 107 asset managers below reported 26,254,772 for, 9,431 against, 94,908 abstained, 51 not voted.

FOR

FOR: 26,254,772AGAINST: 9,431ABSTAIN: 94,908NOT VOTED: 51

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public account” at Churchill Downs Incorporated, 2025-2026
Asset manager	For	Against	Vote
Vanguard	6,351,478	3,712	For
BlackRock	3,645,395	0	For
Fidelity	3,055,877	0	For
TOUCHSTONE FUNDS GROUP TRUST	1,980,647	0	For
Capital Group	1,516,822	0	For
John Hancock	989,127	0	For
Prudential/PGIM	935,404	0	For
Columbia Threadneedle	901,471	0	For
Charles Schwab	620,972	0	For
Thrivent	559,001	0	For
State Street	456,117	30	For
Legg Mason	378,500	0	For
JANUS INVESTMENT FUND	377,970	0	For
T. Rowe Price	320,745	0	For
Equitable	258,101	0	For
ProShares	254,231	0	For
Hartford	171,363	0	For
Natixis	168,220	0	For
WILLIAM BLAIR FUNDS	166,800	0	For
MERIDIAN FUND INC	165,463	0	For
Jackson National	163,955	0	For
TRUST FOR PROFESSIONAL MANAGERS	140,610	0	For
Baird	134,901	0	For
Dimensional	134,471	0	For
Principal	117,115	0	For

Showing the 25 largest of 107 asset managers. See all 107 in the interactive database.

Largest Churchill Downs Incorporated shareholders voting in 2025-2026

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 69,696,908 shares outstanding at the time of that meeting.

Fund voting reports: top Churchill Downs Incorporated shareholders by shares voted on “To approve, on a non-binding advisory basis, the Company's executive compensation as disclosed…”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	9.12%
2	BlackRock	5.23%
3	Fidelity	4.38%
4	TOUCHSTONE FUNDS GROUP TRUST	2.84%
5	Capital Group	2.18%
6	John Hancock	1.42%
7	Prudential/PGIM	1.34%
8	Columbia Threadneedle	1.29%
9	Charles Schwab	0.89%
10	Thrivent	0.80%

Institutional-manager reports: top Churchill Downs Incorporated shareholders by shares voted on “To approve, on a non-binding advisory basis, the Company's executive compensation as disclosed…”, 2025-2026
#	Asset manager	% of shares outstanding
1	LONDON CO OF VIRGINIA	3.56%
2	BlackRock	3.16%
3	State Street	2.64%
4	Fidelity	2.52%
5	Capital Group	2.18%
6	Boston Partners	2.12%
7	GEODE CAPITAL MANAGEMENT, LLC	1.99%
8	JENNISON ASSOCIATES LLC	1.78%
9	Janus Henderson	1.65%
10	ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1.63%

Reported Churchill Downs Incorporated holdings and ownership

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.

Churchill Downs Incorporated holdings and ownership disclosed for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	9.26%	13F
Vanguard Group	8.66%	13F
State Street	2.87%	13F
FMR (Fidelity)	2.45%	13F
Citadel Advisors	1.89%	13F
Charles Schwab	0.96%	13F
Dimensional Fund Advisors	0.80%	13F

Percentages above are of 69,696,908 shares outstanding, as reported by Churchill Downs Incorporated on its Form 10-Q dated April 15, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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 Incorporated’s 10-Q dated April 15, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Churchill Downs Incorporated's shareholder meeting held April 21, 2026, in the 2025-2026 proxy season, 454 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 2,362 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 Incorporated's filing reports the proposal as approved, with 85% 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 Incorporated's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 21, 2026.

Churchill Downs Incorporated proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.