LOUISVILLE, Ky., Feb. 28, 2018 (GLOBE NEWSWIRE) -- Churchill Downs Incorporated (“CDI” or the “Company”) (NASDAQ:CHDN) today
announced upcoming changes to its Board of Directors (“the Board”) and the nomination of Karole F. Lloyd as a new Board member.
Board Changes
Craig J. Duchossois, Robert L. Evans, and G. Watts Humphrey, Jr. will not stand for reelection at the Company’s 2018 Annual
Meeting of Shareholders (“2018 Annual Meeting”) on April 24, 2018. Humphrey will continue to serve as Chairman of the Board through
April 23, 2018 and the Board has named R. Alex Rankin as Chairman of the Board of Directors effective April 24, 2018.
“We are grateful for the exemplary service of these three outstanding and long-term board members,” said Bill Carstanjen.
“We will miss their insight, experience, and sense of humor. We also want to congratulate Alex on his appointment to Chairman
of the Board.”
Class I Director Nominations
The Board also approved the nomination of Karole F. Lloyd as a Class I Director for election at the 2018 Annual Meeting.
If elected by the shareholders, Lloyd would serve a term of three (3) years, expiring at the 2021 Annual Meeting of
Shareholders. Lloyd is a certified public accountant and recently retired Vice Chair of the Board and Southeast Region
Managing Partner at Ernst & Young LLP (“Ernst & Young”). She brings more than 37 years of experience in leadership at Ernst &
Young and has extensive experience as an audit partner for publicly-held clients. She served many of Ernst & Young’s largest
financial service companies and has experience in financial reporting, board governance, legal matters, regulatory compliance,
internal audit, and risk management through consulting and management activities. She received a Bachelor of Science degree
from the University of Alabama. Lloyd was appointed to the Board of Directors of AFLAC in January 2017 and serves on the
Audit and Risk Committee and the Finance and Investment Committee.
The Board also approved the nomination of William C. Carstanjen, Chief Executive Officer and Director of the Company, to join
Lloyd for election as a Class I Director at the 2018 Annual Meeting in order to balance the number of Directors more equally among
the three classes in accordance with the Company’s organizational documents. Carstanjen would also serve a term of three (3)
years, expiring at the 2021 Annual Meeting of Shareholders. Carstanjen is currently a Class II Director, with a term that
would otherwise expire in 2019.
About Churchill Downs Incorporated
Churchill Downs Incorporated (CDI) (NASDAQ:CHDN), headquartered in Louisville, Ky., is an industry-leading racing, gaming and
online entertainment company anchored by our iconic flagship event - The Kentucky Derby. We are a leader in
brick-and-mortar casino gaming with approximately 10,000 gaming positions in eight states, and we are the largest legal online
account wagering platform for horseracing in the U.S., through our ownership of TwinSpires.com.
Information set forth in this press release contains various "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act
of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. All forward-looking statements
made in this press release are made pursuant to the Act.
The reader is cautioned that such forward-looking statements are based on information available at the time and/or
management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as
of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results,
changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically
identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“predict,” “project,” “seek,” “should,” “will,” and similar words, although some forward-looking statements are expressed
differently.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give
no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ
materially from expectations include the following: the effect of economic conditions on our consumers' confidence and
discretionary spending or our access to credit; additional or increased taxes and fees; the effect of changes in tax laws on the
Company or an investment in our shares, including as a result of changes made pursuant to recently enacted U.S. tax legislation;
public perceptions or lack of confidence in the integrity of our business; loss of key or highly skilled personnel; restrictions in
our debt facilities limiting our flexibility to operate our business; general risks related to real estate ownership, including
fluctuations in market values and environmental regulations; catastrophic events and system failures disrupting our operations,
including the impact of natural and other disasters on our operations and our ability to obtain insurance recoveries in respect of
such losses; inability to identify and complete acquisition, expansion or divestiture projects, on time, on budget or as planned;
difficulty in integrating recent or future acquisitions into our operations; legalization of online real money gaming in the United
States, and our ability to capitalize on and predict such legalization; inability to respond to rapid technological changes in a
timely manner; inadvertent infringement of the intellectual property of others; inability to protect our own intellectual property
rights; security breaches and other security risks related to our technology, personal information, source code and other
proprietary information, including failure to comply with regulations and other legal obligations relating to receiving,
processing, storing and using personal information; payment- related risks, such as chargebacks for fraudulent credit card use;
compliance with the Foreign Corrupt Practices Act or applicable money-laundering regulations; work stoppages and labor issues;
difficulty in attracting a sufficient number of horses and trainers for full field horseraces; inability to negotiate agreements
with industry constituents, including horsemen and other racetracks; personal injury litigation related to injuries occurring at
our racetracks; the inability of our totalisator company, United Tote, to maintain its processes accurately, keep its technology
current or maintain its significant customers; weather conditions affecting our ability to conduct live racing; increased
competition in the horseracing business; changes in the regulatory environment of our racing operations; declining popularity in
horseracing; seasonal fluctuations in our horseracing business due to geographic concentration of our operations; increased
competition in our casino business; changes in regulatory environment of our casino business; development and expansion of casinos
is costly and susceptible to delays, cost overruns and other uncertainties; concentration and evolution of slot machine
manufacturing and other technology conditions that could impose additional costs; impact of further legislation prohibiting tobacco
smoking; geographic concentration of our casino business; changes in regulatory environment for our advanced deposit wagering
business; increase in competition in the advanced deposit wagering business; inability to retain current customers or attract new
customers to our advanced deposit wagering business; uncertainty and changes in the legal landscape relating to our advanced
deposit wagering business; and failure to comply with laws requiring us to block access to certain individuals could result in
penalties or impairment in our ability to offer advanced deposit wagering.
Contact: Nick Zangari
(502) 394-1157
Nick Zangari@kyderby.com