UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITY
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 15, 2006
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-1469
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61-0156015
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(State
of incorporation)
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(Commission
file number)
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(IRS
Employer Identification No.)
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700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
(502)
636-4400
(Registrant's
telephone number, including area code)
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 (18 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))
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ITEM
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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(1)
On
March 9, 2006, the Board of Directors of Churchill Downs Incorporated (the
“Company”) adopted a proposal to amend the 2004 Restricted Stock Plan (as
amended, the “Restricted Stock Plan”) to increase the aggregate number of shares
of Common Stock available for issuance thereunder from 195,000 to 315,000
shares, subject to approval by the Company’s shareholders, which was obtained at
the Company’s annual meeting held June 15, 2006. The
Restricted Stock Plan aids the Company and its subsidiaries in securing and
retaining directors and key employees of outstanding ability and provides
additional motivation to such directors and employees to exert their best
efforts of behalf of the Company and its subsidiaries. The Restricted Stock
Plan
permits the award of Common Stock to directors and key employees, including
officers, of the Company and its subsidiaries who are from time to time
responsible for the management, growth and protection of the business of the
Company and its subsidiaries.
The
description of the Restricted Stock Plan contained herein is qualified in its
entirety by reference to the full text of the Restricted Stock Plan, which
is
attached to this Current Report on Form 8-K as Exhibit 10.1, and is
incorporated by reference into this Item 1.01.
(2)
On
March 28, 2006, the Compensation Committee of the Board of Directors of the
Company approved certain objective performance goals pursuant to which the
President and Chief Executive Officer of the Company, Thomas H. Meeker and
the
Executive Vice President, General Counsel and Chief Development Officer of
the
Company, William C. Carstanjen, may receive a bonus award for fiscal year 2006
under the Churchill Downs Incorporated Amended and Restated Incentive
Compensation Plan (1997) (the “Plan”). The performance goals set by the
Compensation Committee include the attainment of a pre-tax income target for
the
Company and certain additional objective performance goals related to the
Company’s property, its asset utilization strategy, the development of its
business, the character of its operations and product offerings, the development
of strategic management positions, and a management succession plan. The
ultimate bonus award to Mr. Meeker and Mr. Carstanjen will be determined by
the
extent to which each achieves each of the applicable performance goals. The
Compensation Committee retains the discretion to award less than the maximum
available based upon its determination of Mr. Meeker’s and Mr. Carstanjen’s
performance in meeting the applicable performance goals.
The
maximum dollar amount of bonus that may be awarded to Mr. Meeker under the
performance goals established by the Compensation Committee is $1,001,160.
The
maximum dollar amount of bonus that may be awarded to Mr. Carstanjen under
the
performance goals is $384,000.
The
shareholders of the Company approved these goals at the Company’s annual meeting
held June 15, 2006, and as a result, the compensation payable to Mr. Meeker
and
Mr. Carstanjen under the Plan for fiscal year 2006 will qualify as
performance-based compensation under Internal Revenue Code §162(m) which will
allow the Company to take a tax deduction in the amount of such
compensation.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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EXHIBIT
INDEX
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Numbers
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Description
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10.1
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Churchill
Downs Incorporated 2004 Restricted Stock Plan, as Amended
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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 thereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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June
21, 2006
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/s/ Michael E. Miller |
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Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
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