Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 North Hurstbourne Parkway, Suite 400 Louisville , Kentucky 40222 (Address of Principal Executive Offices) (Zip Code) ( 502 ) 636-4400 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))     Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, No Par Value CHDN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07.    Submission of Matters to a Vote of Security Holders. At the 2022 Annual Meeting, the Churchill Downs Incorporated (the "Company") shareholders: (1) elected two (2) Class II Directors to terms of three (3) years each; (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022; and (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 the other related tables and disclosures in the proxy statement. Set forth below are the number of votes cast with respect to each of the matters submitted for vote at the Meeting. (1) Election of Directors in Class II Nominee For Withheld Broker Non-Votes Ulysses L. Bridgeman, Jr. 27,888,138  3,853,667  2,336,664  R. Alex Rankin 28,920,088  2,821,716  2,336,664  (2) Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstentions Broker Non-Votes 33,698,890  356,062  23,517  —  (3) Approval, By Non-Binding Advisory Vote, of Executive Compensation For Against Abstentions Broker Non-Votes 29,427,901  2,254,666  59,237  2,336,664  SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto, duly authorized.   CHURCHILL DOWNS INCORPORATED April 26, 2022 /s/ Bradley K. Blackwell By: Bradley K. Blackwell Title: Senior Vice President, General Counsel and Secretary