Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
CHDNChurchill Downs Inc
Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of Churchill Downs's latest one. Open the full statement.
Shareholders meet on Apr 21, 2026 to vote. Anyone who owns shares on the record date can vote, usually online, even without attending.
Audit firm put forward for approval: PricewaterhouseCoopers LLP
Proxy statement filed Mar 12, 2026.
The chief executive was paid about 573× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).
Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.
“Ratio (2025) Median Annual Total Compensation (excluding CEO) $ 33,486 CEO Annual Total Compensation $ 19,172,839 Pay Ratio 573 to 1 SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.”
Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.
Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.
Year to Dec 31, 2025 · chief executive: Mr. Carstanjen
Pay set for the chief executive: $19.2M
Actually paid, re-valued: $13.0M
Other top managers, on average: $4.3M
$100 in its shares became: $119 (similar companies: $105)
Profit (net income): $383.0M
The measure it ties pay to (Adjusted EBITDA): $1.2B
Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.