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 28,
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 28, 2006, the Compensation Committee (the “Committee”) of the Board
of Directors of Churchill Downs Incorporated (the “Company”) approved
performance goals of the President and Chief Executive Officer, Thomas
Meeker and the Executive Vice President, General Counsel and Chief
Development Officer, William Carstanjen, established for participation
in
the Amended and Restated Incentive Compensation Plan (1997) (the
“Plan”)
for the calendar year 2006. The Committee established a target individual
payout percentage of 100% of base salary and a maximum individual
payout
percentage of 200% of base salary for Mr. Meeker. The Committee
established a target individual payout percentage of 60% of base
salary
and a maximum individual payout percentage of 120% of base salary
for Mr.
Carstanjen. Mr. Meeker’s award under the Plan is based on a calculation of
company performance in the area of earnings before taxes and individual
performance to pre-set individual goals. Mr. Carstanjen’s award under the
Plan is based on a calculation of company performance in the area
of
earnings before taxes, unit performance, and individual performance
to
pre-set individual goals.
The
Board of Directors will recommend the goals for these two individuals
to
the shareholders of the Company for approval at the Annual Meeting
of
Shareholders to be held on June 15, 2006 so that any compensation
paid
under the Plan to these individuals will qualify as performance-based
compensation under Internal Revenue Code Section 162(m) and allow
the
Company to take a tax deduction in the amount of the bonus paid.
Pursuant
to the Plan, the Committee retains discretion to exclude certain
extraordinary items from the calculation of the Company’s
performance.
|
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
|
|
|
April
3, 2006
|
/s/ Michael W. Anderson |
|
Michael
W. Anderson
Vice
President, Corporate Finance &
Treasurer
|
Page
3