UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 16, 2011
CHURCHILL DOWNS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Kentucky | 001-33998 | 61-0156015 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
700 Central Avenue, Louisville, Kentucky 40208
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (502) 636-4400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 16, 2011, Churchill Downs Incorporated (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Meeting”). At the Meeting the Company’s shareholders:
(1) elected four (4) Class III directors to terms of three (3) years each;
(2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011;
(3) approved the material terms of the performance goals and maximum awards payable as established by the special Subcommittee of the Compensation Committee of the Board of Directors for the payment of compensation to Robert L. Evans, William C. Carstanjen, William E. Mudd, Rohit Thukral, and Alan K. Tse under the Churchill Downs Incorporated Amended and Restated Incentive Compensation Plan (1997);
(4) approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures in the proxy statement; and
(5) recommended, on an advisory basis, holding future advisory votes on named executive officer compensation every year.
Set forth below are the number of votes cast with respect to each of the matters submitted for vote at the Meeting.
(1) Election of Class III Directors
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Michael B. Brodsky |
12,103,327 | 175,193 | 1,882,065 | |||||||||
| Robert L. Fealy |
11,913,738 | 364,782 | 1,882,065 | |||||||||
| Daniel P. Harrington |
12,040,148 | 238,372 | 1,882,065 | |||||||||
| Darrell R. Wells |
11,940,357 | 338,163 | 1,882,065 | |||||||||
(2) Ratification of Appointment of Independent Registered Public Accounting Firm
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 14,095,827 |
47,423 | 17,335 | 0 |
(3) Approval of Material Terms of Performance Goals and Maximum Awards Payable
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 13,847,968 |
240,523 | 72,094 | 0 |
(4) Approval, By Non-Binding Advisory Vote, of Executive Compensation
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 9,456,744 |
2,048,412 | 773,364 | 1,882,065 |
(5) Advisory Vote, on the Frequency of Holding Future Votes on Executive Compensation
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 10,401,193 |
25,087 |
1,086,571 |
765,669 |
1,882,065 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHURCHILL DOWNS INCORPORATED | ||||||
| June 21, 2011 | By: | /s/ Rebecca C. Reed | ||||
| Rebecca C. Reed | ||||||
| Senior Vice President and Secretary | ||||||