UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Partyparty other than the Registrant  ☐

Check the appropriate box:

CHURCHILL DOWNS INCORPORATED

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Dear Fellow Shareholders, Our country faced unprecedented challenges in 2020 stemming from the COVID-19 global pandemic. Our leadership teams’ quick actions to reduce our cost structure, preserve capital and provide additional financial resources in response to this crisis reflected the resilience necessary to weather these difficult times. We are proud of how our leadership team and our team members reacted quickly to the pandemic’s threat to our company and we want to personally thank each of them for their commitment and dedication. Their actions enabled our properties to reopen safely for our team members, our guests, and our communities. In 2020, despite the adversity that our team faced, our portfolio of businesses still generated over $1 billion of revenue and $287 million of Adjusted EBITDA. Also, we had a total shareholder return in 2020 of 43%—a return that significantly exceeded the S&P 500, the Russell 2000, and the S&P Midcap 400 Index. We are especially proud of the following 2020 accomplishments:   ● InOur company had a very challenging environment, we safely ran the 146th Kentucky Derby, spectator-free on the first Saturday of September, great year in 2021—generating double digit positive EBITDA. We protected the safety of our community and team members and also protected the reputation, the brand, and the long-term value of this iconic asset. ● Our TwinSpires Horse Racing business delivered record revenue and record Adjusted EBITDA. Our portfolio of business generated nearly $1.6 billion of net revenue and $627 million of Adjusted EBITDA.   ● The marginOur strong performance from our operating businesses and our organic investments is driving long-term sustainable value creation for our wholly-owned casino propertiesshareholders. We had total shareholder return of 24% in 2021—compared to a 26% return for the second half of 2020Russell 1000 and 29% for the S&P 500. Our Company’s five-year total shareholder return was up 690 basis points excluding quarterly results392% compared to 133% for properties that were closed during this period. ● We now have three historical racing machine (HRM) facilities that have generated nearly 600 full-time equivalent jobs for Kentuckyboth the Russell 1000 and generated substantial purse money for Kentucky’s racetracks which in turn fuels the entire Kentucky horse industry. – Our Derby City Gaming business generated more Adjusted EBITDA in 2020 than in 2019 despite being closed for approximately 100 days in 2020. – We opened our Oak Grove Racing, Gaming & Hotel Facility including a hotel in southwest Kentucky, in mid-September 2020 and we opened our Newport Racing and Gaming Facility in Newport, Kentucky in October 2020. 2021 is a transition year for our company. We have already begun to reinvigorate our organic growth plans:S&P 500.   We are grateful for all our team members who were on the front lines helping our guests and customers enjoy our various entertainment venues as well as all of our employees who helped to grow our company during 2021. We appreciate all your dedication and commitment! Looking forward, we are focused on the organic growth projects that will support our growth over the years to come. ● We remain committed to protecting and building our iconic asset—The Kentucky Derby. The first phase of our multi-year plan—The Homestretch Club—will open in time for the 148th Derby in May 2022, the 1st Turn Project is on track for the 149th Derby in May 2023 and our Paddock and Under the Spires project will be ready for the 150th Derby in May 2024. ●   The first phase of our Rivers Casino Des Plaines expansion has opened, the second phase is on track to open in April, and the final phase will open in May. ●   Our new Turfway HRM facility will open in September 2022. ●We are adding total of approximately 600 HRMs to 14 of our OTBs in Louisiana. ●   Our gaming floor and hotel expansion at Derby City Gaming and Derby City Gaming Downtown project in downtown Louisville are both underway. ●   We won the license to build the Queen of Terre Haute casino resort in Terre Haute, Indiana with a target opening in late 2023. We recently announced our agreement to acquire substantially all of the assets of Peninsula Pacific Entertainment LLC (“P2E”). The addition of the P2E assets will announce an updated expansion plansignificantly expand our geographic footprint for HRMs and increase the scale of our business substantially. We believe the P2E assets and the development rights that we will acquire as part of the acquisition, coupled with the balance of our organic growth projects will continue to accelerate the growth trajectory of our company for many years to come. Upon completion of this acquisition and the development projects that we’ve announced, we will own or manage one of the most desired collections of entertainment assets in the market. These assets will include the iconic Churchill Downs Racetrack.Racetrack along with 12 HRM properties and 13 regional gaming properties as well as one of the industry-leading horse racing wagering platforms in TwinSpires. These assets will generate significant free cash flow with one of the strongest balance sheets in the industry. Our diversification across our three segments will enable us to create long-term shareholder value in the years to come. We are well-capitalized with flexibility to support our long-term growth pipeline while maintaining capacity for dividend growth and opportunistic share repurchases while maintaining attractive levels of leverage. We remain committed to created long-term shareholder value and appreciate all of your support.   ● We are building our Turfway Park HRM facility. ● We will further invest in and grow our Derby City Gaming, Oak Grove and Newport properties. ● We are building an expansion at Rivers Casino Des Plaines. ● We will remain disciplined in growing our TwinSpires Horse Racing business—the most profitable online wagering platform - and building a long-term profitable TwinSpires Sports and Casino business. ● We will remain focused on maintaining safety and health protocols as we efficiently grow our gaming properties and acquire strategic gaming properties at reasonable multiples. We remain thoughtful stewards of our shareholders’ capital and will invest capital to create long-term shareholder value while maintaining capacity for dividend growth and opportunistic share repurchases. We are well-positioned to capitalize on our growth pipeline as we return to lower leverage levels. We look forward to our businesses returning to full throttle, accelerating the growth from our newer properties, and executing our organic growth opportunities over the coming years.   R. Alex Rankin Chairman of the Board   William C. Carstanjen Chief Executive Officer   600 N. HURSTBOURNE PARKWAY, STE. 400 LOUISVILLE, KENTUCKY 40222 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF SHAREHOLDERS     DATE AND TIME:Date: Tuesday, April 26, 2022   Tuesday, April 20, 2021, at Time: 9:00 a.m. Eastern Time   PLACE:Place: Via a live audio-only webcast at www.proxydocs.com/CHDN. There is no physical location for the 20212022 Annual Meeting.   AGENDA:      Agenda: I.   To elect the three (3)two (2) Class III Directors identified in this Proxy Statement for a term of three (3) years (Proposal No. 1);   II.  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 20212022 (Proposal No. 2);   III.   To conduct an advisory vote to approve executive compensation (Proposal No. 3); and   IV.   To transact such other business as may properly come before the meeting or any adjournment thereof, including matters incident to its conduct.   Record Date: The close of business on March 1, 2022, has been fixed as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at that time will be entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof. Voting:   RECORD DATE: The close of business on March 1, 2021, has been fixed as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at that time will be entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof.   VOTING: To attend and vote during the Annual Meeting, visit www.proxydocs.com/CHDN. All shareholders, including those who expect to attend the Annual Meeting virtually, are urged to vote prior to the Annual Meeting by telephone or Internet or by requesting and promptly signing and returning a proxy card, as more fully described in the Notice of Internet Availability of Proxy Materials.                                                                                        Vote by Telephone Vote by Internet Vote by Mail March 11, 202117, 2022                 By Order of the Board of Directors.                 BRADLEY K. BLACKWELL                 Senior Vice President,                 General Counsel and Secretary     IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 202126, 2022 The Company’s Proxy Statement for the 20212022 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended December 31, 20202021 are available at http://www.churchilldownsincorporated.com/proxy     Table of Contents  TABLE OF CONTENTS   TABLE OF CONTENTS   Notice of Annual Meeting of Shareholders             Proxy Statement      1   Annual Meeting of Shareholders to be held on April 20, 202126, 2022      1   Voting Rights      1   Voting Instructions and Information      2   Security Ownership of Certain Beneficial Owners and Management      5   Information about our Executive Officers      8   Election of Directors (Proposal No. 1)      9   Election of Directors      10   Continuing Directors      11   Retirement Age Policy      1213   Emeritus Directors      13   Director Compensation for Fiscal Year Ended December 31, 20202021      13   Director Stock Ownership Guidelines      14   Corporate Governance      16   Shareholder Communications      16   Board Leadership Structure      16   Oversight of Company Risk      16   Board Evaluations      17   Board Meetings and Committees      17   Board Diversity 18 Executive Committee      1718   Audit Committee      18   Compensation Committee      1819   Responsibilities of the Compensation Committee      1819   Compensation Committee Interlocks and Insider Participation      1920   Compensation Risk Assessment      1920   Nominating and Governance Committee      2021   Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for  20212022 (Proposal No. 2)      2122   Independent Public Accountants      2223   Audit Fees      2223   Audit-Related Fees      2223   Tax Fees      2223   All Other Fees      2223   Churchill Downs Incorporated Audit Committee Report 24 Advisory Vote to Approve Executive Compensation (Proposal No. 3)      2326   Compensation Discussion and Analysis      2427   Executive Summary      2528   Impact of the COVID-19 Pandemic; 20202021 Highlights      25 Impact of COVID-19 on 2020 Key Compensation Elements 2729   Key 20202021 Compensation Actions      2831   Executive Compensation Philosophy and Core Principles      2931   20202021 “Say-on-Pay” Advisory Vote on Executive Compensation      2932   Role of Management and Independent Advisors      2932   Factors Used to Evaluate Pay Decisions      3033   Non-Disclosure of Certain Metrics and Targets      3134   Components of Compensation      3234   Base Salary      3235   Executive Annual Incentive Plan      3335   Financial Component (75%)      3336   Qualitative Component (25%)      3436   Summary of 20202021 EAIP Awards      3537   Long-Term Incentives      3637 2018 7-Year Performance-Based Equity Grant 40   Executive Stock Ownership Guidelines      3841   Anti-Hedging Policy      3941   Clawback Policy      3941   Deferred Compensation and Other Benefits      3941   Compensation Committee Report      4043   20202021 Summary Compensation Table      4144   All Other Compensation for Fiscal Year Ended December 31, 20202021      4245   Grants of Plan-Based Awards for Fiscal Year Ended December 31, 20202021      4346   Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 20202021      4447   Stock Vested for Fiscal Year Ended December 31, 20202021      4548   Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 20202021      4649   Potential Payments Upon Termination or Change of Control      4851   Non-Solicit Provisions      4952   Severance Benefits      4952   Pay Ratio      5053   Identification of Median Employee      5053   Ratio (2020)(2021) 50 Equity Compensation Plan Information 51 Certain Relationships and Related Transactions 52 Churchill Downs Incorporated Audit Committee Report      53   Multiple Shareholders Sharing the Same AddressEquity Compensation Plan Information      5554   Proposals by ShareholdersCertain Relationships and Related Transactions      55 Delinquent Section 16(a) Reports 56 Multiple Shareholders Sharing the Same Address 57 Proposals by Shareholders 58     2021 Proxy Statement  |  i Proxy Statement   Proxy Statement   600 N. HURSTBOURNE PARKWAY, STE. 400 LOUISVILLE, KENTUCKY 40222 PROXY STATEMENT Annual Meeting of Shareholders to be held on April 20, 2021ANNUAL MEETINGOF SHAREHOLDERSTOBEHELDON APRIL 26, 2022 The Board of Directors (the “Board of Directors” or “Board”) of Churchill Downs Incorporated (“Company” “or “CHDN”) is soliciting proxies to be voted at the 20212022 Annual Meeting of Shareholders to be held on Tuesday, April 20, 2021,26, 2022, at 9:00 a.m. Eastern Time (the “Annual Meeting”), and at any adjournment or postponement thereof. In light of the ongoing COVID-19 pandemic, for the safety of our employees, directors and shareholders, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/CHDN. Certain officers and directors of the Company and persons acting under their instruction may also solicit proxies on behalf of the Board of Directors by means of telephone calls, personal interviews and mail at no additional expense to the Company. The Notice of Internet Availability of Proxy Materials (the “Notice”) was first mailed on or about March 11, 2021.17, 2022. Voting Rights Only holders of record of the Company’s Common Stock, no par value (“Common Stock”), on March 1, 20212022 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. On that date, 38,521,61738,151,015 shares of Common Stock were outstanding and entitled to vote. Each shareholder has one vote per share on all matters coming before the Annual Meeting. The shareholders of the Company do not have cumulative voting rights in the election of directors. Abstentions or “withhold” votes, as applicable, and broker non-votes are not counted in determining the number of votes required for the election of a director or passage of any matter submitted to the shareholders. Abstentions or “withhold” votes and broker non-votes are counted for purposes of determining whether a quorum exists. For more information regarding broker non-votes, see “What is a broker non-vote?” below. To ensure the presence of a quorum, please vote over the Internet, by telephone or by mail as instructed in these materials as promptly as possible. If a shareholder executes and returns a proxy card, but does not specify otherwise, the shares represented by the shareholder’s proxy will be voted: (i) for the election of each of the threetwo director nominees listed below under “Election of Directors”; (ii) for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021;2022; (iii) for the advisory approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”); and (iv) in the discretion of the person or persons voting the proxies, on such other business as may properly come before the Annual Meeting or any adjournments thereof.   2022 Proxy Statement      2021 Proxy Statement  |  1   Proxy Statement Proxy Statement   Voting Instructions and InformationVOTING INSTRUCTIONSAND INFORMATION When and where is our Annual Meeting? We will hold our Annual Meeting on Tuesday, April 20, 202126, 2022 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, 2021,17, 2022, we began mailing a Notice to our shareholders containing instructions on how to access this Proxy Statement and our 20202021 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 20202021 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,(Tuesday, March 1, 2021)2022). On that date, 38,521,61738,151,015 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, 202124, 2022 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. To elect the three (3)two (2) Class III Directors identified in this Proxy Statement for a term of three (3) years (Proposal No. 1);   2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 20212022 (Proposal No. 2); and     2  |  2021 Proxy Statement     2022 Proxy Statement Proxy Statement   Proxy Statement   3. To conduct an advisory vote to approve the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 3). You may also vote on any other business as may properly come before the Annual Meeting or any adjournment thereof, including matters incident to the Annual Meeting’s conduct. How does the Board of Directors recommend I vote? CHDN’s Board of Directors unanimously recommends that you vote:   1. “FOR” each of the three (3)two (2) director nominees identified in this Proxy Statement under “Election of Directors” to the Board of Directors.   2. “FOR” the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021.2022.   3. “FOR” the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement. How do I vote? You may cast your vote in one of four ways:   ● By Submitting a Proxy by Internet. Go to the following website: www.proxypush.com/CHDN. You may submit a proxy by Internet 24 hours a day. To be valid, your proxy by Internet must be received by the time of the Annual Meeting. When you access the website, follow the instructions to create an electronic voting instruction form.   ● By Submitting a Proxy by Telephone. To submit a proxy using the telephone, call 1-866-284-6863 any time on a touch-tone telephone. There is NO CHARGE to you for the call in the United States or Canada. International calling charges apply outside the United States and Canada. You may submit a proxy by telephone 24 hours a day, 7 days a week. Follow the simple prompts and instructions provided by the recorded message. To be valid, your proxy must be received by the time of the Annual Meeting.   ● By Submitting a Proxy by Mail. If you have requested and received a proxy card by mail, mark your proxy card, sign and date it, and return it in the prepaid envelope that was provided or return it to: Proxy Tabulator for Churchill Downs Incorporated, P.O. Box 8016, Cary, North Carolina 27512-9903. To be valid, your proxy must be received by the Annual Meeting.April 25, 2022.   ● During the Annual Meeting. To vote during the live webcast of the Annual Meeting, you must first register at www.proxydocs.com/CHDN. 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. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email. Shareholders will be able to attend the Annual Meeting platform with the webcast beginning at 8:45 a.m. (Eastern Time) on April 20, 202126, 2022 pursuant to the unique access instructions they receive following their registration at www.proxydocs.com/CHDN. How can I revoke my proxy or substitute a new proxy or change my vote? You can revoke your proxy or substitute a new proxy by use of any of the following means: For a Proxy Submitted by Internet or Telephone   ● Submitting in a timely manner a new proxy through the Internet or by telephone that is received prior to the time of the Annual Meeting;   ● Requesting, executing and mailing a later-dated proxy card that is received prior to the Annual Meeting;by April 25, 2022; or   ● Voting during the virtual Annual Meeting. For a Proxy Submitted by Mail   ● Executing and mailing another proxy card bearing a later date that is received prior to the Annual Meeting;by April 25, 2022;   2022 Proxy Statement      2021 Proxy Statement  |  3   Proxy Statement Proxy Statement   ● Giving written notice of revocation to CHDN’s Secretary at 600 N. Hurstbourne Parkway, Ste. 400, Louisville, Kentucky 40222 that is received by CHDN prior to 11:59 p.m., Eastern Time, onby April 19, 2021;25, 2022; or   ● Voting during the virtual Annual Meeting. What is a broker non-vote? Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021.2022. The remaining proposals to be presented at the Annual Meeting are considered non-routine. A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercises its discretionary voting authority on the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021,2022, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to each of the other proposals presented at the Annual Meeting. Broker non-votes will have no impact on the voting results of the election of directors or the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement. How will my shares be voted if I return a blank proxy card or a blank voting instruction card? If you are a holder of record of shares of our common stock and you sign and return a proxy card without giving specific voting instructions, your shares will be voted:   1. “FOR” each of the three (3)two (2) director nominees identified in this Proxy Statement under “Election of Directors” to the Board of Directors.   2. “FOR” the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021.2022.   3. “FOR” the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement. If you hold your shares in street name via a broker, bank or other nominee and return a signed but blank voting instruction card (and do not otherwise provide the broker, bank or other nominee with voting instructions), your shares:   ● will be counted as present for purposes of establishing a quorum;   ● will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021;2022; and   ● will not be counted in connection with the election of directors, the proposal to approve, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this Proxy Statement, or any other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.” Our Board knows of no matter to be presented at the Annual Meeting other than the proposals described above. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us on the proxy card will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.   4  |  2021 Proxy Statement     2022 Proxy Statement Proxy Statement   Proxy Statement   Security Ownership of Certain Beneficial Owners and ManagementSECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT The following table sets forth information as of the Record Date (except as otherwise indicated below) regarding the beneficial ownership of the Common Stock by the only persons known by the Company to beneficially own more than five percent (5%) of the Common Stock, each director and director nominee of the Company, each named executive officer (as defined in “Executive Compensation—20202021 Summary Compensation Table” herein), and the Company’s directors and executive officers as a group. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all of the shares of Common Stock shown as beneficially owned by them. The percentage of beneficial ownership is calculated based on 38,521,61738,151,015 shares of Common Stock outstanding as of the Record Date. We are not aware of any pledge of our Common Stock or any other arrangements the operation of which may at a subsequent date result in a change in control of our Company.              Name of Beneficial Owner    Amount and Nature Of Beneficial Ownership   Percent of Class     Amount and Nature Of Beneficial Ownership   Percent of Class BlackRock, Inc. and affiliates 55 East 52nd Street New York, NY 10055      4,949,949 (1)      12.85   FMR LLC and affiliates 245 Summer Street. Boston, MA 02210     5,159,657 (1)      13.52 The Vanguard Group, Inc. and affiliates 100 Vanguard Blvd. Malvern, PA 19355      3,289,869 (2)      8.54       3,416,897 (2)      8.96 FMR LLC and affiliates 245 Summer Street. Boston, MA 02210      3,509,049 (3)      9.11   BlackRock, Inc. and affiliates 55 East 52nd Street     3,307,459 (3)      8.67 CDI Holdings LLC 845 Larch Avenue Elmhurst, IL 60126      2,617,773 (4)      6.80       2,617,773 (4)      6.86 Ulysses L. Bridgeman, Jr.      21,840 (5)      *       22,933 (5)      * Robert L. Fealy      56, 695 (6)      0.15       57,596 (6)      0.15 Douglas C. Grissom      8,198 (7)      *       9,534 (7)      * Daniel P. Harrington      628,297 (8)      1.63       629,875 (8)      1.65 Karole F. Lloyd      14,011 (9)      *       15,763 (9)      * R. Alex Rankin      43,288 (10)      0.11       44,587 (10)      0.12 Paul C. Varga      9,781 (11)      *       10,523 (11)      * William C. Carstanjen      544,807 (12)      1.41       612,829 (12)      1.60 William E. Mudd      254,403 (13)      0.66       285,596 (13)      0.75 Marcia A. Dall      41,146 (14)      0.11       56,549 (14)      0.15 Austin W. Miller      27,341 (15)      0.07       25,724 (15)      * 11 Directors and Executive Officers as a Group      1,649,807 (16)      4.28       1,771,509 (16)      4.64   * Less than 0.1%.   (1) Based on a Schedule 13G/A filed with the SEC on January 27, 2021,February 9, 2022, reporting the beneficial ownership of BlackRock, Inc.FMR LLC and its subsidiaries specified therein (“BlackRock”FMR”) as of December 31, 2020.2021. As reported in such filing, BlackRockFMR has sole voting power over 4,896,838374,205 shares, sole dispositive power over 4,949,9495,159,657 shares, and no shared voting or dispositive power over any shares.   (2) Based on a Schedule 13G/A filed with the SEC on February 10, 2021,9, 2022, reporting the beneficial ownership of The Vanguard Group and its subsidiaries specified therein (“Vanguard”) as of December 31, 2020.2021. As reported in such filing, Vanguard has sole voting power over 0 shares, sole dispositive power over 3,175,8193,367,458 shares, shared voting power over 86,63121,083 shares and shared dispositive power over 114,05049,439 shares.   (3) Based on a Schedule 13G/A filed with the SEC on February 8, 2021,1, 2022, reporting the beneficial ownership of FMR LLCBlackRock, Inc. and its subsidiaries specified therein (“FMR”BlackRock”) as of December 31, 2020.2021. As reported in such filing, FMRBlackRock has sole voting power over 123,3173,109,194 shares, sole dispositive power over 3,509,0493,307,459 shares and no shared voting or dispositive power over any shares.   2022 Proxy Statement      2021 Proxy Statement  |  5   Proxy Statement Proxy Statement   (4) Based on a Schedule 13D/A filed with the SEC on February 2, 2021, reporting the beneficial ownership of (i) The Duchossois Group, Inc. (“TDG”), (ii) Richard L. Duchossois, (iii) CDI Holdings LLC (“Holdings”), and (iv) Craig J. Duchossois, as of February 1, 2021. TDG and Holdings reported shared dispositive power over 2,000,000 shares. Richard L. Duchossois reported sole voting and dispositive power over 617,773 shares. Craig J. Duchossois reported sole voting and dispositive power over 120,000 shares. For purposes of Rule 13d-3, Richard and Craig Duchossois may be deemed to share beneficial ownership of the Holdings shares. Both Richard and Craig Duchossois disclaimhave disclaimed beneficial ownership of the Holdings shares. On February 1, 2021, the Company entered into an agreement with Holdings to repurchase 1,000,000 shares. See page 52 “Certain Relationships and Related Transactions” for more information.   (5) Includes 5,7406,050 deferred stock units, which Mr. Bridgeman has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 16,10016,884 restricted stock units awarded by the Company for his board service, over which Mr. Bridgeman has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.   (6) Includes 35,10735,209 deferred stock units, which Mr. Fealy has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 21,58822,387 restricted stock units awarded by the Company for his board service, over which Mr. Fealy has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.   (7) Includes 3,1873,771 deferred stock units, which Mr. Grissom has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 5,0115,763 restricted stock units awarded by the Company for his board service, over which Mr. Grissom has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.   (8) Mr. Harrington shares voting and investment power with respect to 572,676 shares held by TVI Corp. He specifically disclaims beneficial ownership of these shares. Figure illustrated includes 34,03334,812 deferred stock units, which Mr. Harrington has elected to defer pursuant to the Company’s deferred compensation plan. Also includes 21,58822,387 restricted stock units awarded by the Company for his board service, over which Mr. Harrington has neither voting nor dispositive power until immediately following his resignation or retirement from the Board. Figure illustrated does not include 97,602 shares held by the Veale Foundation. Mr. Harrington is a member of the Board of Trustees of the Veale Foundation, but Mr. Harrington disclaims beneficial ownership of those shares.   (9) Includes 5,0115,763 restricted stock units awarded by the Company for her board service, over which Ms. Lloyd has neither voting nor dispositive power until immediately following her resignation or retirement from the Board.   (10) Includes 21,58822,387 restricted stock units awarded by the Company for his board service, over which Mr. Rankin has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.   (11) Includes 1,7812,523 restricted stock units awarded by the Company for his board service, over which Mr. Varga has neither voting nor dispositive power until immediately following his resignation or retirement from the Board.   (12) Excludes 6,86418,933 restricted stock units deferred under the Company’s Deferral Plan. Excludes 88,412335,861 restricted stock units and 2018 PSUs, tied to Mr. Carstanjen’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Mr. Carstanjen has neither voting nor dispositive power until December 31, 2021,October 30, 2022, at which time 22,42775,971 units shall vest without restriction; December 31, 2022, at which time 12,06916,970 units shall vest without restriction; October 30, 2023, at which time 75,971 units shall vest without restriction; December 31, 2023, at which time 5,205 units shall vest without restriction; October 30, 2022, at which time 12,177 units shall vest without restriction; October 30, 2023, at which time 12,17710,106 units shall vest without restriction; October 30, 2024, at which time 12,17775,971 units shall vest without restriction; andDecember 31, 2024, at which time 4,901 units shall vest without restriction; October 30, 2025, at which time the remaining 12,18075,971 units shall vest without restriction. Excludes 181,89835,088 performance stock units (“PSUs”) awarded under the Company’s executive long term incentive compensation plan over which Mr. Carstanjen has neither voting nor dispositive power until December 31, 2021, at which time the performance period ends with regard to 33,719 PSUs; December 31, 2022, at which time the performance period ends with regard to 20,592 PSUs,PSUs; and October 30, 2021,December 31, 2023, at which time the performance period ends with regard to the remaining 127,587 PSUs, which shall thereafter vest based upon Mr. Carstanjen’s continued service to the Company according to the following schedule: 31,897 units on October 30th of each of 2022, 2023, and 2024, respectively, and 31,896 units on October 30, 2025.14,496 PSUs. Further excludes all PSUs to be awarded to Mr. Carstanjen under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 20212022 through December 31, 2023.2024.   (13) Excludes 48,171204,468 restricted stock units and 2019 PSUs, tied to Mr. Mudd’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Mr. Mudd has neither voting nor dispositive power until December 31, 2021,October 30, 2022, at which time 9,87547,483 units shall vest without restriction; December 31, 2022, at which time 5,4867,714 units shall vest without restriction; October 30, 2023, at which time 47,483 units shall vest without restriction; December 31, 2023, at which time 2,366 units shall vest without restriction; October 30, 2022, at which time 7,611 units shall vest without restriction; October 30, 2023, at which time 7,6114,594 units shall vest without restriction; October 30, 2024, at which time 7,61147,483 units shall vest without restriction; andDecember 31, 2024, at which time 2,228 units shall vest without restriction; October 30, 2025, at which time the remaining 7,61147,483 units shall vest without restriction. Excludes 103,39115,950 PSUs awarded under the Company’s executive long term incentive compensation plan over which Mr. Mudd has neither voting nor dispositive power until December 31, 2021, at which time the performance period ends with regard to 14,288 PSUs; December 31, 2022, at which time the performance period ends with regard to 9,360 PSUs,PSUs; and October 30, 2021,December 31, 2023, at which time the performance period ends with regard to the remaining 79,743 PSUs, which shall thereafter vest based upon Mr. Mudd’s continued service to the Company according to the following schedule: 19,936 units on October 30th of each of 2022, 2023, and 2024, 6  |  2021 Proxy Statement Proxy Statement   respectively; and 19,935 units on October 30, 2025.6,590 PSUs. Further excludes all PSUs to be awarded to Mr. Mudd under the Company’s executive long term incentive compensation plan for the performance period of January 1, 20212022 through December 31, 2023.2024.   (14) Excludes 1,3522,704 restricted stock units deferred under the Company’s Deferral Plan. Excludes 8,1858,620 restricted stock units, tied to Ms. Dall’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Ms. Dall has neither voting nor dispositive power until December 31, 2021,2022, at which time 4,4674,169 units shall vest without restriction; December 31, 2022,2023, at which time 2,5352,817 units shall vest without restriction; and December 31, 2023,2024, at which time the remaining 1,1831,634 units shall vest without restriction. Excludes 10,3437,351 PSUs awarded under the Company’s executive long term incentive compensation plan 6 2022 Proxy Statement Proxy Statement over which Ms. Dall has neither voting nor dispositive power until December 31, 2021,2022, at which time the performance period ends with regard to 6,2874,056 PSUs; and December 31, 2022,2023, at which time the performance period ends with regard to the remaining 4,0563,295 PSUs. Further excludes all PSUs to be awarded to Ms. Dall under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 20212022 through December 31, 2023. 2024.   (15) Excludes 6,3522,776 restricted stock units, tied to Mr. Miller’s continued service to the Company, awarded under the Company’s 2016 Omnibus Stock Incentive Plan over which Mr. Miller has neither voting nor dispositive power until December 31, 2021, at which time 3,576 units shall vest without restriction; December 31, 2022, at which time 1,908 units shall vest without restriction; and December 31, 2023, at which time the remaining 868 units shall vest without restriction. Excludes 6,549 PSUs awarded under the Company’s executive long-term incentive compensation plan over whichIn connection with his retirement and consulting arrangement, Mr. Miller has neither voting nor dispositive power until December 31,will continue to vest in his RSUs as if his employment with the Company continued through the Restriction lapse dates set forth in his 2020 RSU agreement and 2021 at which time the performance period ends with regard to 3,429 PSUs; and December 31, 2021, at which time the performance period ends with regard to the remaining 3,120 PSUs. Further excludes all PSUs to be awarded to Mr. Miller under the Company’s executive long-term incentive compensation plan for the performance period of January 1, 2021 through December 31, 2023.RSU agreement.   (16) See table on page 8 and “Information about our Executive Officers”.   2022 Proxy Statement      2021 Proxy Statement  |  7   Proxy Statement Proxy Statement   Information about our Executive OfficersINFORMATIONABOUTOUR EXECUTIVE OFFICERS The Company’s executive officers, as listed below, are elected annually to their executive offices and serve at the pleasure of the Board of Directors.   Name and Age   Position(s) With Company and Term of Office William C. Carstanjen(1) Age: 5354   Chief Executive Officer since August 2014; President and Chief Operating Officer from March 2011 to August 2014; Chief Operating Officer from January 2009 to March 2011; Executive Vice President and Chief Development Officer from June 2005 to January 2009; General Counsel from June 2005 to December 2006 William E. Mudd(2) Age: 4950   President and Chief Operating Officer since October 2015; President and Chief Financial Officer from August 2014 to October 2015; Executive Vice President and Chief Financial Officer from October 2007 to August 2014 Marcia A. Dall(3) Age: 5758   Executive Vice President and Chief Financial Officer since October 2015 Austin W. Miller(4) Age: 57 Senior Vice President, Gaming Operations since August 2013; President of Calder Casino & Race Course from June 2010 to August 2013; President of Fair Grounds Race Course & Slots from October 2008 to June 2010; Vice President and General Manager of Fair Grounds Race Course & Slots from May 2007 to October 2008   (1) Prior to joining the Company, Mr. Carstanjen was employed at General Electric Company (“GE”). From 2004 through June 2005, he served as the Managing Director and General Counsel of GE Commercial Finance, Energy Financial Services. From 2002 to 2004, he served as General Counsel of GE Specialty Materials and, from 2000 to 2002, he served as Transactions and Finance Counsel of GE Worldwide Headquarters. Mr. Carstanjen began his career as an attorney with Cravath, Swaine & Moore LLP in New York City, specializing in mergers and acquisitions and other corporate transactions.   (2) Prior to joining the Company, Mr. Mudd was employed at GE. From 2006 through October 2007, he served as Chief Financial Officer, Global Commercial & Americas P&L of GE Infrastructure, Water & Process Technologies. From 2004 to 2006, he served as Chief Financial Officer, Supply Chain, Information Technology and Technology Finance, GE Consumer & Industrial Europe, Middle East, & Africa, Budapest and Hungary and, from 2002 to 2004, he served as Manager, Global Financial Planning & Analysis and Business Development at GE FANUC in Charlottesville, Virginia.   (3) Prior to joining the Company, Ms. Dall was employed at Erie Indemnity Company, a company providing sales, underwriting and administrative services to Erie Insurance Exchange, where from March 2009 through October 2015, she served as Executive Vice President and Chief Financial Officer. From January 2008 until March 2009, she served as Chief Financial Officer of the Healthcare division at CIGNA Corporation. Prior to CIGNA, Ms. Dall was a corporate officer and the Chief Financial Officer for the International and U.S. Mortgage Insurance segments of Genworth Financial, a former subsidiary of GE. Ms. Dall began her career in 1985 in the Financial Management Program at GE and held various leadership roles both in finance and operations over her twenty-plus year tenure with GE. Ms. Dall is a Certified Public Accountant.   (4) 8 Prior to joining the Company, Mr. Miller was employed by Harrah’s Entertainment, Caesars Entertainment, and Grand Casinos from 1992 to 2007. From 2005 to 2007, he served as the Vice President of Gaming Operations for Harrah’s New Orleans. From 2001 to 2005, he served in a number of senior executive roles including Senior Vice President of Operations for Grand Casino Gulfport. From 2000 to 2001, he served as the Vice President of Guest Services for Grand Casino Tunica. From 1996 to 2000, he served as the Director of Guest Services for Grand Casino Biloxi. From 1995 to 1996, he served as the Regional Director of the Grand Advantage Player’s Club for Grand Casino Gulfport & Grand Casino Biloxi. From 1992 to 1995, he served as Corporate Marketing Representative and Director of Business Relations for Grand Casinos Incorporated. Miller began his gaming career in 1983. 2022 Proxy Statement Election of Directors (Proposal No. 1)     8  |  2021 Proxy Statement   Election of Directors (Proposal No. 1)   ELECTION OF DIRECTORS (Proposal No. 1)

At the Annual Meeting, shareholders will vote to elect the three (3)two (2) persons identified below to serve in Class III of the Board of Directors and to hold office for a term of three (3) years expiring at the 20242025 annual meeting of shareholders and thereafter until their respective successors shall be duly elected and qualified or until the earlier of their resignation, death or removal.

The Amended and Restated Bylaws of the Company provide that the Board of Directors shall be composed of not fewer than three (3) nor more than fifteen (15) members, the exact number to be established by the Board of Directors, and further provide for the division of the Board of Directors into three (3) approximately equal classes, of which one (1) class is elected annually to a three (3) year term. Currently the Board of Directors is comprised of eight (8) directors, with three (3) directors in Class I, two (2) directors in Class II and three (3) directors in Class III.

The Nominating and Governance Committee has recommended, and the Board has approved, the nomination of the three (3)two (2) persons named in the following table for election as directors in Class I.II. The nominees currently serve as members of Class III and have agreed to serve if re-elected.

Directors are elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. With each shareholder having one vote per share to cast for each director position, the nominees receiving the greatest number of votes will be elected. The biographical information for our directors and director nominees below includes information regarding certain of the experiences, qualifications, attributes and skills that led to the determination that such individuals are qualified to serve on the Board of Directors.

✓		The Board of Directors recommends a vote  “FOR”“FOR” the election of the directors in Class III named below.

Election of Directors (Proposal No. 1)

Election of Directors

The following table sets forth information relating to the Class III director nominees of the Company who are proposed to the shareholders for election to serve as directors for a term of three (3) years, expiring at the 20242025 annual meeting of shareholders, and thereafter until their respective successors shall be duly elected and qualified or until the earlier of their resignation, death or removal.

Class I—II—Nominated for Terms Expiring in 2024

The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve as a director. If any nominee should become unavailable before the Annual Meeting, the persons named in the proxy, or their substitutes, reserve the right to vote for substitute nominees selected by the Board of Directors.

2025

Election of Directors (Proposal No. 1)

Continuing Directors

The following tables set forth information relating to the Class III and Class I directors of the Company who will continue to serve as directors until the expiration of their respective terms of office.

Class III—Terms Expiring in 2023

Election of Directors (Proposal No. 1)

Class I—Terms Expiring in 2024

Election of Directors (Proposal No. 1)

Retirement Age Policy

The Company has a mandatory retirement age policy in the Corporate Governance Guidelines with regard to directors, which provides that a person is not qualified to serve as a director unless he or she is less than seventy-two (72) years of age on the date of election. No director nominees in Class III will have met the mandatory retirement age as of the date of the Annual Meeting.

Election of Directors (Proposal No. 1)

In accordance with the fees described on the previous page, in 2020,2021, we provided the following compensation to our non-employee directors. Mr. Carstanjen, our Chief Executive Officer (“CEO”), is not separately compensated for his service on our Board. Please see the 20202021 Summary Compensation Table on page 4144 for a summary of the compensation paid to our CEO with respect to 2020.2021.

Director Stock Ownership Guidelines

As memorialized in the Corporate Governance Guidelines, the Board expects all directors to display confidence in the Company by ownership and retention of a meaningful amount of the Company’s Common Stock. Pursuant to the Company’s insider trading policy, all directors are subject to the Company’s anti-hedging policy, which prohibits hedging and monetization transactions with respect to the Company’s Common Stock. Each director is expected to own shares with a fair market value equal to five (5) times the director’s annual retainer. Each director appointed or elected to the Board has five (5) years from the date of appointment or election to the Board to meet this requirement. Compliance is measured at the five (5) year anniversary date of the director’s appointment or election. Each director’s continuing compliance with the ownership guidelines will be measured in the year he or she stands for re-election and will be considered as one of the criteria for nomination by the Nominating and Governance Committee.

The chart below shows each current director’s compliance with the ownership guidelines calculated as of December 31, 2020,2021, other than with respect to Mr. Carstanjen, who is subject to maintaining holdings of the Company’s Common Stock equal to at least six (6) times his annual base annual salary, pursuant to the Key Executive Stock Ownership and Retention

Election of Directors (Proposal No. 1)

Guidelines, as further described in the “Executive Stock Ownership Guidelines” section below. Furthermore, deferred

Corporate Governance

CORPORATE GOVERNANCE

The Board of Directors is responsible for providing effective governance over the Company’s affairs. The Company’s corporate governance practices are designed to align the interests of the Board and management with those of our shareholders and to promote honesty and integrity throughout the Company.

During the past year, we continued to review our corporate governance policies and practices and compared them to those suggested by various authorities in corporate governance and the practices of other public companies. We have also reviewed guidance and interpretations provided by the SEC and Nasdaq.

Copies of the current charter, as approved by our Board, for each of our Audit, Compensation and Nominating and Governance Committees and a copy of our Corporate Governance Guidelines, Code of Conduct (along with any amendments or waivers related to the Code of Conduct) are available on our corporate website, http://www.churchilldownsincorporated.com, under the “Governance” subheading under the “Investors” tab. Please note that information available through our website is not incorporated by reference into this Proxy Statement.

Shareholder Communications

Shareholders and other interested parties may send communications to the Company’s Board of Directors addressed to the Board of Directors or to any individual director c/o Churchill Downs Incorporated, 600 N. Hurstbourne Parkway, Ste. 400, Louisville, Kentucky 40222. Any correspondence addressed to the Board of Directors in care of the Company is forwarded to the Board of Directors without review by management.

Board Leadership Structure

R. Alex Rankin is the Chairman of the Board of Directors. The Board continues to deem it advisable to maintain certain aspects of its governance structure to assure effective independent oversight. These governance practices include maintaining executive sessions of the independent directors after each Board meeting, annual performance evaluations of the CEO by the independent directors, and separate roles for the CEO and Chairman of the Board of Directors. Our Corporate Governance Guidelines state that the offices of the Chairman of the Board and CEO may be either combined or separated, in the Board’s discretion; provided, that if the Board designates one individual to serve as the Chairman of the Board and the CEO, the Board will then designate an independent director to serve as the Lead Independent Director. The Board is currently led by an independent Chairman, Mr. Rankin. The Board believes that separating the roles of CEO and Chairman of the Board is the most appropriate structure at this time. Separating the roles of CEO and Chairman of the Board ensures that our CEO is able to more exclusively focus on this role. The Board also believes that an independent Chairman of the Board allows for independent oversight of management, increases management accountability, and encourages an objective evaluation of management’s performance relative to compensation.

Oversight of Company Risk

As part of its responsibility to oversee the management, business and strategy of the Company, the Board of Directors has overall responsibility for risk oversight. While the Board of Directors as a whole performs certain risk oversight functions directly, such as its ongoing review, approval and monitoring of the Company’s fundamental business and financial strategies and major corporate actions, the majority of the Board of Directors’ risk oversight functions is carried out through the operation of its committees. Each committee oversees risk management within its assigned areas of responsibility, as described below in the discussion of committee responsibilities. Enterprise risk management falls under the leadership of our executive team with oversight from the Audit Committee. The purpose of this program is to promote risk-intelligent decision making and, in turn, increase the likelihood of achieving our operational objectives. Our Board of Directors is regularly advised of potential organizational risks and supporting mitigating policies, including quarterly reports from management on cyber security matters. The Audit Committee is primarily responsible for overseeing the Company’s risk assessment and risk management practices, as well as its compliance programs. The Audit Committee is also responsible for monitoring the effectiveness of the Company’s information technology security and control, which includes insurance coverage for protection against cyber-attacks. The Compensation Committee’s responsibilities include oversight of the risks associated with the Company’s compensation policies and practices, as well as its managerial development and succession plans. The Nominating and Governance Committee oversees the risks related to the Company’s corporate governance structure and processes.

processes, including risks related to environmental and sustainability matters.

Corporate Governance

Board Evaluations

The Board conducts an annual self-evaluation to assist in determining whether it and its committees are functioning effectively. The Nominating and Governance Committee solicits comments from all directors and reports annually to the Board with an assessment of the Board’s performance and how its committees are functioning. This is discussed with the full Board following the end of each fiscal year. The assessment focuses on the Board’s contribution to the Company and specifically focuses on areas in which the Board or management believes that the Board could improve.

Board Meetings and Committees

Eight (8)Nine (9) meetings of the Board of Directors were held during the last fiscal year. During the fiscal year, all incumbent directors attended at least 75% of their Board and committee meetings for the period for which they served. The Company encourages its directors to attend the annual meeting of shareholders each year. Each of the directors then serving on the Board attended the Company’s annual meeting on April 20, 2020.2021.

The Board has determined that all of the directors of the Company who served during any part of the last completed fiscal year are “independent directors,” as defined under Nasdaq Rule 5605(a)(2), except William C. Carstanjen, due to his position as CEO of the Company. In making such determination with regard toregarding Mr. Rankin, the Board considered that the Company employs his son, Hunter Rankin, as Senior Director of Racing. Hunter Rankin is not an executive officer of the Company. See “Certain Relationships and Related Transactions” for additional details regarding Hunter Rankin’s employment with the Company.

As required by the Company’s Corporate Governance Guidelines, the Board of Directors currently has four (4) standing committees: the Executive, Audit, Compensation, and Nominating and Governance Committees. No Director Emeritus serves on any Board committee. The current composition of the committees is illustrated in the table below, along with the number of meetings held in 2020.2021.

		=		Ex-officio Member

Corporate Governance

BOARD DIVERSITY

The table below provides certain diversity information regarding our Board members, with categories as set forth by Nasdaq Listing Rule 5605(f).

Executive CommitteeEXECUTIVE COMMITTEE

The Executive Committee is authorized, subject to certain limitations set forth in the Company’s Amended and Restated Bylaws, to exercise the authority of the Board of Directors between Board meetings. The Executive Committee does not meet on a regular basis, but instead meets as and when needed.

Corporate Governance

The Audit Committee’s responsibilities are as follows, among others:

The Audit Committee of the Board of Directors operates under a written charter and the Company’s Board of Directors has determined that all members of the Company’s Audit Committee are independent as defined under Nasdaq Rule 5605(a)(2) and Rule 10A-3(b)(1) under the Exchange Act.

The Board of Directors has determined that Daniel P. Harrington and Karole F. Lloyd are “audit committee financial experts” as defined by regulations promulgated by the SEC.

Compensation CommitteeCOMPENSATION COMMITTEE

Responsibilities of the Compensation Committee

The Compensation Committee of the Board of Directors operates under a written charter and is comprised entirely of directors meeting the independence requirements of Nasdaq and Rule 10C-1(b)(1) under the Exchange Act. The Board established the Compensation Committee to assist it in discharging the Board’s responsibilities relating to compensation of the Company’s CEO, each of the Company’s other executive officers, and the Company’s non-employee directors. The Compensation Committee has overall responsibility for decisions relating to all compensation plans, policies and perquisites as they affect the CEO and other executive officers and may form and delegate authority to subcommittees when it deems appropriate.

The Compensation Committee’s responsibilities are as follows, among others:

Corporate Governance

The Compensation Committee of the Board of Directors operates under a written charter and is comprised entirely of directors meeting the independence requirements of Nasdaq and Rule 10C-1(b)(1) under the Exchange Act.

Compensation Committee Interlocks and Insider Participation

None of the directors who served on the Compensation Committee at any time during the last fiscal year were officers or employees of the Company or were former officers of the Company. None of the members who served on the Compensation Committee at any time during fiscal 20202021 had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. Finally, no executive officer of the Company serves, or in the past fiscal year has served, as a director or member of the compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on the Board of Directors or the Compensation Committee.

Compensation Risk Assessment

The Compensation Committee performed an assessment of whether risks arising from the Company’s compensation policies and practices for all employees during 2020,2021, including non-executive officers, are reasonably likely to have a material adverse effect on the Company. Each policy and plan was evaluated based on certain elements of risk, including, but not limited to, (i) the mix of fixed and variable pay, (ii) types of performance metrics, (iii) performance goals and payout

Corporate Governance

Nominating and Governance CommitteeNOMINATINGAND GOVERNANCE COMMITTEE

The Company’s Nominating and Governance Committee operates under a written charter and is responsible for identifying, evaluating, and recommending individuals qualified to become members of the Board, overseeing annual performance of the Board and Committees, and establishing the criteria for and reviewing the effectiveness of the Company’s Board of Directors. In addition, the Nominating and Governance Committee provides oversight with regard toregarding the Company’s environmental, sustainability and governance efforts and progress and corporate governance policies.

The Company’s Nominating and Governance Committee operates under a written chart is comprised entirely of directors meeting the independence requires of Nasdaq.

Pursuant to the Company’s Corporate Governance Guidelines and its Policy on Board Composition, the Nominating and Governance Committee determines criteria regarding personal qualifications needed for Board membership and the Committee considers, reviews qualifications, and recommends qualified candidates for Board membership. In doing so, the Nominating and Governance Committee reviews the composition of the Board and the Company’s strategic plans to determine its needs with regard toregarding Board composition and identify candidates with the appropriate skill sets and qualifications. While the Company does not have a formal policy on diversity for members of the Board of Directors, the Company’s Corporate Governance Guidelines and its Policy on Board Composition specifically provide that diversity of race and gender, as well as general diversity of backgrounds and experience represented on the Board of Directors are factors to consider in evaluating potential directors. [The Nominating and Governance Committee seeks to include diverse individuals with respect to self-identified characteristics such as gender, race, and ethnicity when conducting a search for qualified candidates for Board membership.] The Nominating and Governance Committee sometimes employs an outside consultant to identify nominees with the skill sets, experience and backgrounds that suit the Company’s needs.

A candidate for the Company’s Board of Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company’s various constituencies. In considering a candidate for nomination as a member of the Board, the Nominating and Governance Committee will consider criteria such as independence; occupational background, including principal occupation (i.e., chief executive officer, attorney, accountant, investment banker, or other pertinent occupation); level and type of business experience (i.e., financial, lending, investment, media, racing industry, technology, etc.); self-identified diversity including in race and gender;characteristics; number of boards on which the individual serves; and the general diversity of backgrounds and experience represented on the Board. The Nominating and Governance Committee periodically reviews the Company’s Corporate Governance Guidelines and its Policy on Board Composition and recommends changes to the Board. It also evaluates the performance of the Board and provides feedback to the Board on how the directors, the committees and the Board are functioning. Finally, it evaluates Board of Director practices at the Company and leadership on an annual basis and recommends appropriate changes to the Board and/or its practices.

The Nominating and Governance Committee receives and considers issues raised by shareholders or other stakeholders in the Company and recommends appropriate responses to the Board. The Nominating and Governance Committee will consider recommendations for director candidates submitted by shareholders. Such questions, comments or recommendations should be submitted in writing to the Nominating and Governance Committee in care of the Office of the Secretary at 600 N. Hurstbourne Parkway, Ste. 400, Louisville, Kentucky 40222. The Nominating and Governance Committee, in having adopted criteria to be considered for membership on its Board, considers such candidates applying such criteria and follows the recommendation process noted above. Recommendations by shareholders that are made in accordance with these procedures will receive the same consideration as recommendations from other sources.

Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022 (Proposal No. 2)

Independent Public Accountants

INDEPENDENT PUBLIC ACCOUNTANTS

Audit Fees

The audit fees incurred by the Company for services provided by PwC (i) for the year ended December 31, 2020,2021, were $1,650,000$2,088,000 and (ii) for the year ended December 31, 2019,2020, were $2,331,950.$1,650,000. Audit fees include services related to the audit of the Company’s consolidated financial statements, the audit of the effectiveness of internal control over financial reporting, involvement with registration statement filings, statutory audits and consultations related to miscellaneous SEC and financial reporting matters.

Audit-Related Fees

The Company incurred fees in the amount of $4,000 for 2021 and $3,800 for each of 2020 and 2019 for assurance and related services performed by PwC that were reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported in the preceding section.

Tax Fees

TaxThe Company did not incur any tax fees incurred by the Company for services provided by PwC (i) in 2020, were $0 and (ii) in 2019, were $125,000.2021 or 2020. Tax fees include services related to tax return preparation for a related entity, tax consultation and tax advice.

All Other Fees

All other fees incurred by the Company for services provided by PwC relate to the use of Inform, PwC’s accounting research software, and PwC’s disclosure checklist software, which amounted to $4,500 in each of 20202021 and 2019.2020. The Audit Committee has considered whether the provision of non-audit services to the Company is compatible with maintaining PwC’s independence.

The Audit Committee has adopted a policy of evaluating and pre-approving all audit and non-audit services provided by the independent auditors. The Audit Committee may delegate pre-approval authority to a member;member, provided that decisions of such member shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all audit and permissible non-audit services provided by the independent auditors in 2020.

2021.

Churchill Downs Incorporated Audit Committee Report