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): March 8, 2006
(Exact
name of registrant as specified in its charter)
|
Kentucky
|
0-1469
|
61-0156015
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
(502)
636-4400
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
|
[
]
|
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))
|
Page
1
CHURCHILL
DOWNS INCORPORATED
INDEX
|
Item
1.01
|
Entry
Into a Material Definitive Agreement
|
|
On
March 8, 2006, the Compensation Committee (the “Committee”) of the Board
of Directors of Churchill Downs Incorporated (the “Company”) approved the
payout of cash bonuses for 2005 to the Company’s “named executive
officers” (as defined by Item 402(a)(3) of Regulation S-K). The Committee
exercised its discretion to exclude certain extraordinary items from
the
calculation of the Company’s performance and approved the following cash
bonuses to be paid to the Company’s named executive officers: Mr. Meeker,
$240,914; Mr. Carstanjen, $192,000; Mr. Skehan, $68,319; Mr. Miller,
$84,607; and Mr. Sexton, $55,696. Pursuant to his employment agreement
with the Company, Mr. Carstanjen’s bonus award for 2005 was guaranteed to
be no less than 60% of his annualized base salary without pro-ration
due
to time of employment.
|
Page
2
SIGNATURES
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
|
|
|
March
10, 2006
|
/s/
Michael E. Miller
|
|
Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
|
Page
3