Canterbury Park Holding Corp

8-K · cphc20260608_8k.htm iXBRL

0001672909

 2026-06-04
 2026-06-04

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 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): June 4, 2026

  

 Canterbury Park Holding Corporation

 (Exact name of registrant as specified in its charter)

  

 Minnesota

 (State or Other Jurisdiction of Incorporation)

  

 001-37858

  

 47-5349765

 (Commission File Number)

  

 (IRS Employer Identification No.)

  
  
  

 1100 Canterbury Road , Shakopee , Minnesota

  

 55379

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 ( 952 ) 445-7223

 (Registrant’s telephone number, including area code)

  

  

 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))

  

 Securities Registered Pursuant to Section 12(b) of the Act

  

 Title of Each Class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock , par value, $.01 per share

 CPHC

 Nasdaq

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

  

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

 Item   5.07.     Submission of Matters to a Vote of Security Holders.

  

 On June 4, 2026, Canterbury Park Holding Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders at 1100 Canterbury Road, Shakopee, Minnesota 55379. At the close of business on April 9, 2026, the record date for the Annual Meeting, a total of 5,150,334 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company were outstanding. At the Annual Meeting, 4,697,531 shares, or approximately 91.2% of the outstanding shares of Common Stock, were represented by proxy or in person. Shares were voted at the Annual Meeting on the matters submitted to a vote of the shareholders as follows:

  

 Proposal 1  — To elect seven directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.

  

  

 FOR

  

 WITHHELD

  

 BROKER

 NON-VOTE

 Peter Ahn

 2,846,801

  

 79,174

  

 1,771,556

 Maureen H. Bausch

 2,455,016

  

 470,959

  

 1,771,556

 Mark Chronister

 2,849,948

  

 76,027

  

 1,771,556

 John S. Himle

 2,404,614

  

 521,361

  

 1,771,556

 Carin J. Offerman

 2,906,651

  

 19,324

  

 1,771,556

 Randall D. Sampson

 2,908,317

  

 17,658

  

 1,771,556

 Damon E. Schramm

 2,402,014

  

 523,961

  

 1,771,556

  

  

 Proposal 2  — To ratify and approve the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

  

 FOR

  

 AGAINST

  

 ABSTAIN

 4,668,915

  

 4,222

  

 24,394

  

 Proposal 3  — To approve an amendment to the Company’s Stock Plan to increase the number of shares authorized to be issued under the Stock Plan by 200,000.

  

 FOR

  

 AGAINST

  

 ABSTAIN

  

 BROKER

 NON-VOTE

 2,640,501

  

 278,550

  

 6,924

  

 1,771,556

  

  

 As a result, the Company’s shareholders (i) elected each nominee as a director of the Company, (ii) ratified the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (iii) approved an amendment to the Company’s Stock Plan to increase the number of shares authorized to be issued under the Stock Plan by 200,000, as described in the Company’s proxy statement for the 2026 Annual Meeting of Shareholders.

  

  

  

  

  

 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.

  

  

 CANTERBURY PARK HOLDING CORPORATION

  
  

 Dated: June 8, 2026

 By:

 /s/ Randall D. Sampson

  
  

 Randall D. Sampson

  
  

 President and Chief Executive Officer