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The user then engages in reporting on the extent the user actually carries out the food intake and physical activity specified in the lifestyle menu. A Change is Coming June 12, General Counsel and Secretary. Other qualification requests can establish: Director Emeritus upon the expiration of his or her current term following the date on which he or she is no longer qualified for election due to age, provided the effective date of such mandatory retirement has not been waived.
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These materials are also available at http: Who can vote at the Annual Meeting? How many votes must be present to hold the Annual Meeting? A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum.
Once a share is represented for any purpose at the Annual Meeting, it will be deemed present for quorum purposes for the remainder of the Annual Meeting and for any adjournment of the Annual Meeting, unless a new record date must be set for the adjourned meeting. What do I need to attend, and vote at, the Annual Meeting? What proposals will be voted on at the Annual Meeting?
The following proposals from the Company will be considered and voted on at the Annual Meeting: How does the Board of Directors recommend I vote? How do I vote? You may cast your vote in one of four ways: By Submitting a Proxy by Internet. Go to the following website: You may submit a proxy by Internet 24 hours a day.
To be valid, your proxy by Internet must be received by Please have your proxy card available when you access the website and follow the instructions to create an electronic voting instruction form. By Submitting a Proxy by Telephone. To submit a proxy using the telephone, call any time on a touch-tone telephone. International calling charges apply outside the United States and Canada. You may submit a proxy by telephone 24 hours a day, 7 days a week.
Follow the simple prompts and instructions provided by the recorded message. To be valid, your proxy by telephone must be received by By Submitting a Proxy by Mail. To be valid, your proxy by mail must be received by 7: At the Annual Meeting. How can I revoke my proxy or substitute a new proxy or change my vote?
You can revoke your proxy or substitute a new proxy by use of any of the following means: For a Proxy Submitted by Internet or Telephone. By submitting in a timely manner a new proxy through the Internet or by telephone that is received by Executing and mailing a later-dated proxy card that is received prior to 7: By voting in person at the Annual Meeting.
For a Proxy Submitted by Mail. Executing and mailing another proxy card bearing a later date that is received prior to 7: Security Ownership of Certain Beneficial. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all of the shares of Common Stock shown as beneficially owned by them. We are not aware of any pledge of our Common Stock or any other arrangements the operation of which may at a subsequent date result in a change in control of our Company.
Name of Beneficial Owner. The Duchossois Group, Inc. Three Bays Capital LP and affiliates. Balyasny Asset Management and affiliates. GAMCO and its subsidiaries and affiliates own beneficial interest of 7. All are related entities. Balyasny Asset Management L. Excludes deferred stock units, which Mr. Also excludes 1, restricted shares, over which Mr. Bridgeman has neither voting nor dispositive power until his resignation or retirement from the Board, awarded by the Company for his board service.
Duchossois is the son of Mr. Duchossois, who is also a director of the Company. Duchossois shares voting and investment power with respect to 2,, shares owned by The Duchossois Group, Inc. Duchossois also shares voting and investment power with respect to 17, shares owned by three trusts. He specifically disclaims beneficial ownership of these shares. Of the shares listed as beneficially owned by Mr. Duchossois, 3,, shares are also listed as beneficially owned by Mr.
Figure illustrated excludes 9, deferred stock units, which Mr. Also excludes 3, restricted shares, over which Mr. Duchossois has neither voting nor dispositive power until his resignation or retirement from the Board, awarded by the Company for his board service. Duchossois is the father of Mr. Duchossois also shares voting and investment power with respect to , shares owned by the RLD Revocable Trust. Figure illustrated excludes 2, deferred stock units, which Mr. Excludes 9, deferred stock units, which Mr.
Fealy has neither voting nor dispositive power until his resignation or retirement from the Board, awarded by the Company for his board service. Harrington shares voting and investment power with respect to , shares held by TVI Corp.
Excludes 5, deferred stock units, which Mr. McDonald has neither voting nor dispositive power until his resignation or retirement from the Board, awarded by the Company for his board service. Excludes 30, restricted shares, tied to Mr. Also excludes 65, vested restricted stock units and 26, restricted shares awarded pursuant to Mr. Evans has neither voting nor dispositive power until the lapse of certain restrictions pursuant to the restricted stock agreements governing the awards. Excludes 20, restricted shares, tied to Mr.
Also excludes 4, shares issuable under currently exercisable options. Excludes 15, restricted shares awarded pursuant to Mr. Excludes 5, restricted shares, tied to Mr. Executive Officers of the Company. Position s With Company. Prior to joining the Company, Mr. Carstanjen was employed at General Electric Company. Mudd was employed at General Electric Company.
However, the Board believes that it is important to monitor overall Board performance and suitability, and pursuant to the policy, upon the recommendation of the Nominating and Governance Committee, the Board may waive the effective date of mandatory retirement.
In reaching its decision to waive the policy, the Nominating and Governance Committee considered the fact that Messrs. Duchossois and Humphrey are both highly experienced directors of the Company with regard to executive compensation, strategy, and governance. Humphrey has served the Company and the Board extremely well in the role of lead independent director.
The Nominating and Governance Committee has recommended, and the Board has approved, the nomination of these persons. Directors are elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. With each shareholder having one vote per share to cast for each director position, the nominees receiving the greatest number of votes will be elected. The biographical information for our directors below includes information regarding certain of the experiences, qualifications, attributes and skills that led to the determination that such individuals are qualified to serve on the Board of Directors.
Nominees for Election as Directors. Gokhale, and thereafter until their respective successors shall be duly elected and qualified or until the earlier of their resignation, death or removal. Duchossois currently holds the following leadership positions with other entities: Chairman, The Chamberlain Group, Inc. Duchossois also serves as a board member for Levy Acquisition Corp.
Evans is the Chairman of the Board of the Company. Evans served in a variety of management positions for Caterpillar Inc.
Evans to serve as a Director of the Company. Evans currently holds the following leadership positions with other entities: Among other exceptional personal and professional attributes, Mr.
Humphrey has extensive experience in overseeing a diverse group of companies as well as in significant leadership roles throughout the thoroughbred horseracing industry that qualify Mr. Humphrey to serve as a member of the Board of Directors.
Humphrey currently holds the following leadership positions with other entities: From to , Ms. Prior to Travelocity, she was the co-founder and Chief Marketing Officer for iQuanti, a company offering digital marketing services to Fortune companies.
Gokhale spent over 6 years at American Express from Gokhale was introduced and recommended to the Board of Directors, for appointment, by the Nominating and Governance Committee. There has been no change in principal occupation or employment during the past five years, except with respect to Mr. The Board of Directors has no reason to believe that the nominees will be unavailable to serve as a director.
If any nominee should become unavailable before the Annual Meeting, the persons named in the enclosed Proxy, or their substitutes, reserve the right to vote for substitute nominees selected by the Board of Directors. Bridgeman is the owner and President of Manna, Inc. The restaurants presently employ approximately 20, employees. According to the Restaurant Finance Monitor, Mr. Bridgeman is the second largest restaurant franchisee in the United States.
His educational background includes a Bachelor of Arts in Psychology from the University of Louisville in From and from , Mr. Bridgeman played professional basketball with the Milwaukee Bucks. During the interim of he played for the Los Angeles Clippers. During his professional basketball career, Mr. As a Player Representative, he acted as a liaison between the players and management. He was directly involved in arbitration proceedings and also assisted with the implementation of special programs such as Career Alternatives, Fitness and Wellness and Financial Planning.
During his time with the Players Association, he held the title of Treasurer for three years and President for four years. Bridgeman is also actively involved in the Louisville community. Duchossois currently holds the following leadership positions with other entity: Director, The Chamberlain Group, Inc.
McDonald is an investor, partner, and founder of a number of private businesses which include construction aggregates, real estate investment partnerships, and livestock operations.
From April 30, to December 31, , Mr. McDonald served as a consultant to Cisco Systems, Inc. From to April 30, , Mr. McDonald was a Senior Vice President of Cisco a world leader in networking that provides hardware, software, and service offerings that are used to create Internet solutions that allow individuals, companies, and countries to increase productivity, improve customer satisfaction and strengthen competitive advantage.
From to , Mr. McDonald to serve on the Board of the Company. McDonald has held the following leadership positions with other entities: Director, Burlington Resources, Inc. Rankin is the President of Sterling G. Rankin as a member of the Board of Directors and the Audit Committee.
Except as noted with respect to Mr. McDonald, there has been no change in principal occupation or employment during the past five years. Fealy currently holds the following leadership positions with other entities: Harrington has extensive financial, accounting and chief executive experience within a variety of industries that qualifies Mr. Harrington as a member of the Board of Directors.
Harrington also serves in the following leadership positions of other entities: Fealy, there has been no change in principal occupation or employment during the past five years.
Emeritus Directors are available for counsel, but do not attend meetings of the Board of Directors and do not vote on matters presented to the Board. However, the Board believes that it is important to monitor overall Board performance and suitability and, upon the recommendation of the Nominating and Governance Committee, the Board may waive the effective date of mandatory retirement.
Each director shall become a. Director Emeritus upon the expiration of his or her current term following the date on which he or she is no longer qualified for election due to age, provided the effective date of such mandatory retirement has not been waived.
The Emeriti Directors are Charles W. David Grissom, Thomas H. Pollard, and Darrell R. Directors who did not reside in Louisville may request reimbursement for their travel expenses. Only non-employee directors receive this compensation. In , we provided the following annual compensation to our non-employee directors: The Churchill Downs Incorporated Deferred Compensation Plan allows directors to defer receipt of all or part of their retainer and meeting fees in a deferred share account until after their service on the Board has ended.
This account allows the director, in effect, to invest his or her deferred cash compensation in Company Common Stock. Funds in this account are credited as hypothetical shares of Common Stock based on the market price of the stock at the time the compensation would otherwise have been earned. Hypothetical dividends are reinvested in additional shares based on the market price of the stock on the date dividends are paid. All shares in the deferred share accounts are hypothetical and are not issued or transferred until the director ends his or her service on the Board.
Upon the end of Board service, the shares are issued or transferred to the director. Fealy had 8, deferred shares, Mr. Craig Duchossois had 9, deferred shares, Mr. Richard Duchossois had 2, deferred shares, Mr.
Harrington had 7, deferred shares, Mr. McDonald had 5, deferred shares and Mr. Choice low glycemic are nutrisystem for sale can you lose fat burner protein in pakistan by just eating eggs eating have left hand loss has can lose weight during pregnancy putting welcome package with targets. Boat how, innovations of the Nutrisystem Uniquely Its program. Falls of the ground weight loss process lost 7 pounds more effective.
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