Churchill Downs Inc

Regulatory Filings • Mar 10, 2006

8-K 1 f8k030806.htm FORM 8-K REGARDING ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Form 8-k regarding entry into a material definitive agreement Licensed to: Churchill Downs Incorporated Document Created using EDGARIZER HTML 3.0.3.0 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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 |
| --- |
| 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