DEFA14A

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.    )

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    Preliminary Proxy Statement   ☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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    Definitive Proxy Statement     

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    Definitive Additional Materials     

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    Soliciting Material Pursuant to §240.14a-12     

CHURCHILL DOWNS INCORPORATED

(Name of Registrant as Specified in its Charter)

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LOGO

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting

to be held on April 25, 2017, for Churchill Downs Incorporated

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to www.proxydocs.com/chdn. To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.

    
        
    
    
    
    
    
    
        

Under new United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our 2017 Annual Meeting and need YOUR participation.

If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s annual meeting, please make this request on or before April 14, 2017.

 
  

LOGO

  

For a Convenient Way to VIEW Proxy Materials

— and —

VOTE Online go to: www.proxydocs.com/chdn

      LOGO       
            
            

Proxy Materials Available to View or Receive:

1. Proxy Statement 2. Annual Report

Printed materials may be requested by one of the following methods:

 

     
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INTERNET       TELEPHONE       *E-MAIL

www.investorelections.com/chdn

 

    

  (866) 648-8133  

 

    

paper@investorelections.com

 

 

You must use the 12 digit control number
located in the shaded gray box below.

  

 

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If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.

 

 

    

 

         ACCOUNT NO.                SHARES

Company Notice of Annual Meeting

 

LOGO   Date:    Tuesday, April 25, 2017
  Time:    9:00 A.M. (EDT)
  Place:    Four Seasons Hotel Miami,1435 Brickell Avenue, Miami, Florida 33131

The purpose of the Annual Meeting is to take action on the following proposals:

The Board of Directors recommends that you vote “FOR” the following.

 

1. Election of Directors

Nominees            01 Robert L. Fealy            02 Daniel P. Harrington

The Board of Directors recommends that you vote “FOR” the following, and “1 YEAR” on proposal 5.

 

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

 

3. To approve the performance goals used for performance-based awards under the Churchill Downs Incorporated Executive Annual Incentive Plan.

 

4. To approve, on a non-binding advisory basis, executive compensation.

 

5. Frequency of advisory vote on executive compensation.