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): December 19, 2008
(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory Arrangements of
Certain Officers.
On December 19, 2008, Churchill Downs
Incorporated (the “Company”) amended and restated its Terms and Conditions of
Performance Share Awards (the “Company LTIP”) that were previously issued
pursuant to the Company’s 2007 Omnibus Stock Incentive Plan to be exempt from or
otherwise comply with Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”). In addition to including technical changes
for purposes of complying with Section 409A, the amended Company LTIP (i)
clarifies the timing of payments under the Company LTIP, and (ii) adopts the
definition of “good reason” used under Section 409A.
The
foregoing summary of the amendments to the Company LTIP does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the amended and restated Company LTIP attached hereto as Exhibit 10.1, which is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Exhibit
10.1
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Amended
and Restated Terms and Conditions of Performance Share Awards Issued
Pursuant to the Churchill Downs Incorporated 2007 Omnibus Stock Incentive
Plan
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2
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 hereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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December
19, 2008
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/s/
Robert L. Evans
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Robert
L. Evans
President
& Chief Executive
Officer
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3
Exhibit
Index
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Exhibit
No.
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Description
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Exhibit
10.1
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Amended
and Restated Terms and Conditions of Performance Share Awards Issued
Pursuant to the Churchill Downs Incorporated 2007 Omnibus Stock Incentive
Plan
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4
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