Voting Instructions and
Information
When and where is our Annual Meeting?
We will hold our Annual Meeting on Tuesday, April 20, 2021 at 9:00 a.m. Eastern Time online at www.proxydocs.com/CHDN.
How are we distributing our proxy materials?
In
accordance with the notice and access rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record (the full set delivery option), we are furnishing proxy
materials to our shareholders over the Internet (the notice only option). A company may use either option, notice only or full set delivery, for all of its shareholders or may use one method for some shareholders
and the other method for others. We believe the notice only process expedites shareholders receipt of proxy materials and reduces the costs and environmental impact of our Annual Meeting. The Company will bear the entire cost of
the solicitation.
On March 11, 2021, we began mailing a Notice to our shareholders containing instructions on how to access this Proxy Statement and our 2020
Annual Report on Form 10-K and vote online, as well as instructions on how to receive paper copies of these documents for shareholders who so select. This Proxy Statement and the 2020 Annual Report on Form 10-K are also available at http://www.churchilldownsincorporated.com/proxy.
Who can vote and ask
questions at the Annual Meeting?
You are entitled to vote or direct the voting of your shares of CHDN Common Stock if you were a shareholder of record or
if you held CHDN Common Stock in street name at the close of business on the Record Date (Monday, March 1, 2021). On that date, 38,521,617 shares of CHDN Common Stock were outstanding. Each share of CHDN Common Stock held by
you on the Record Date is entitled to one vote.
To vote and ask questions during the Annual Meeting, you must be properly logged into the meeting website, as
explained below under What do I need to attend, and vote at, the Annual Meeting? We will respond to questions submitted that are applicable to our business and otherwise in compliance with the rules of conduct for the meeting.
How many votes must be present to hold the Annual Meeting?
We must have a quorum to conduct the Annual Meeting. A majority of the outstanding shares of Common Stock entitled to vote, represented in person by virtual
attendance or by proxy, shall constitute a quorum. Once a share is represented for any purpose at the Annual Meeting, it will be deemed present for quorum purposes for the remainder of the Annual Meeting and for any adjournment of the Annual
Meeting, unless a new record date must be set for the adjourned meeting.
What do I need to attend, and vote at, the Annual Meeting?
In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/CHDN prior to the deadline of April 16, 2021 at 5:00 p.m.
(Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting and to submit questions prior to the Annual Meeting. Only CHDN
shareholders of record as of the close of business on the Record Date will be permitted to attend the Annual Meeting. If you hold shares in street name, you will also need a valid legal proxy in order to vote at the Annual
Meeting, which you can obtain by contacting your account representative at the broker, bank or similar institution through which you hold your shares. This legal proxy must be submitted with your registration to be able to vote your shares at the
Annual Meeting.
What proposals will be voted on at the Annual Meeting?
The following proposals from the Company will be considered and voted on at the Annual Meeting:
1.
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To elect the three (3) Class I Directors identified in this Proxy Statement for a term of three (3) years
(Proposal No. 1);
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting
firm for fiscal year 2021 (Proposal No. 2); and
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2 | 2021 Proxy Statement
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