Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2010




(Exact Name of Registrant as Specified in Its Charter)




Kentucky   001-33998   61-0156015

(State or Other Jurisdiction

of Incorporation)



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 17, 2010, Churchill Downs Incorporated held its 2010 Annual Meeting of Shareholders. At the meeting:

(1) four (4) Class II directors were elected to terms of three (3) years each;

(2) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2010 was ratified; and

(3) 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 Steven P. Sexton under the Churchill Downs Incorporated Amended and Restated Incentive Compensation Plan (1997) were approved.

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 II Directors



   For    Withheld    Broker Non-Votes

Richard L. Duchossois

   8,629,367    772,341    2,443,140

James F. McDonald

   9,086,764    314,944    2,443,140

Susan E. Packard

   8,849,521    552,187    2,443,140

R. Alex Rankin

   9,095,886    305,822    2,443,140

(2) Ratification of Appointment of Independent Registered Public Accounting Firm



   Against    Abstentions    Broker Non-Votes
11,731,681    99,438    14,299    0

(3) Approval of Material Terms of Performance Goals and Maximum Awards Payable



   Against    Abstentions    Broker Non-Votes
9,092,373    221,044    88,861    2,443,140


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.


June 22, 2010   By:  

/s/ Rebecca C. Reed

    Rebecca C. Reed
    Senior Vice President and Secretary