Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 29, 2022, the Compensation Committee of the Board of Directors (the "Committee") of Churchill Downs Incorporated (the "Company") approved the Churchill Downs Incorporated 2022 Executive Annual Incentive Plan (the "Plan"). A copy of the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Plan provides for cash incentive awards to executive officers selected by the Committee to participate in the Plan based on the achievement of performance goals for performance periods commencing on or after January 1, 2022. All executive officers of the Company are eligible to be designated for participation in the Plan. The Committee will administer the Plan and will designate the eligible employees who will participate in the Plan for a specified performance period and the applicable performance goals, bonus opportunities and payment terms with respect to each performance period.

Item 9.01. Financial Statements and Exhibits.


         (d)                       Exhibits

           Exhibit Number          Description
                10.1               Churchill Downs Incorporated 2022 Executive Annual Incentive Plan
                 104               Cover Page Interactive Data File (embedded within the Inline XBRL
                                   document)

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