(State of incorporation)
(Commission file number)
(IRS Employer Identification No.)
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 16, 2019, Churchill Downs Incorporated (the “Company”) filed an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation with the Secretary of State of the Commonwealth of Kentucky to effect a three-for-one split (the “Stock Split”) of the shares of the Company’s common stock, no par value (“Common Stock”). Pursuant to the Amendment, which becomes effective at the close of business on January 25, 2019 (the “Effective Date”), the Company’s authorized shares of common stock increase from 50,000,000 to 150,000,000 shares. Shareholder action was not required under the Kentucky Business Corporation Act for the Amendment.
In connection with the Stock Split, at the Effective Date, each issued and unissued share of Common Stock will be changed into three shares of Common Stock. Stock certificates evidencing issued or unissued shares of Common Stock will continue to evidence the same number of shares that such certificates evidenced prior to the Effective Date, and the additional shares will be evidenced in book-entry form, without stock certificates unless a physical certificate is requested by a shareholder, on January 25, 2019 to persons who were as of January 11, 2019 the holders of Common Stock. The Common Stock will begin trading at the split-adjusted price on January 28, 2019.
A copy of the Amendment and the Amended and Restated Articles of Incorporation, reflecting the Amendment, are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Financial Statements and Exhibits
CHURCHILL DOWNS INCORPORATED
Date: January 17, 2019
/s/ Bradley K. Blackwell
Bradley K. Blackwell
Senior Vice President, General Counsel and Secretary