Not only has the Duchossois family reduced its stake in Louisville-based Churchill Downs Inc., the father and son pair on the company board will relinquish their seats as directors when their terms end within two years, the company announced Monday.
Father Richard L. Duchossois and son Craig J. Duchossois, both board members since 2000 for the company that runs the Kentucky Derby, will not stand for re-election, according to a revised agreement filed with the Securities and Exchange Commission in conjunction with a stock buyback from the family announced last week.
Richard Duchossois, 95, is serving a term that ends in 2019, while the term of Craig Duchossois, 72 as of a March 16 annual filing to the SEC by Churchill about its board and other executives, ends in 2018.
The two Duchossois family members went on the Churchill board when it merged with the Duchossois-owned Arlington International Racecourse in 2000 as stipulated by the merger agreement. The latest revision to that 2000 merger agreement details the eventual departures of the father and son. The merger, at the time, was portrayed as Churchill adding Arlington to its portfolio as Frank Stronach was on a track buying spree. But racetrackers have debated since whether Churchill bought Arlington or Arlington bought Churchill in what officially was a merger.
The latest agreement calls for both Churchill investors to become directors emeritus, and the father also will be chairman emeritus of Arlington International Race Course (aka Arlington Park) “and will retain office space at Arlington International Race Course.”
Richard Duchossois currently is the chairman of Arlington, the Chicago suburban racetrack he has presided over since he bought it in the early 1980s.
On June 9, Churchill announced the repurchase of 1 million shares at $158.78 a share from an affiliate of The Duchossois Group Inc. The deal was worth $158.8 million.
“The Duchossois family continues to be very committed to Churchill Downs and will still own over one million shares following the completion of this transaction,” Craig Duchossois, chairman and chief executive officer of TDG. “This transaction is part of our family’s plan to diversify our holdings.”
The company undertook the deal under a repurchase announced earlier this year of up to $250 million.
“We appreciate the opportunity to facilitate this transaction with the Duchossois family given they have been a long-time, passionate shareholder in Churchill Downs,” Churchill CEO Bill Carstanjen said in a statement.
The news release about the stock repurchase from the Duchossois family made no mention of the two family members departing the Churchill board.
For years, Richard Duchossois and his family’s related holdings made them the largest shareholders in the company. With reductions in recent years, they remain, according to the company’s latest proxy and the sale last week, among the largest shareholders — some institutional investors now have more shares while the family appears to be the largest holder aside from those (and excluding shares held by the board).