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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 2, 2022
 
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 2, 2022, Canterbury Park Holding Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders at 1100 Canterbury Road, Shakopee, Minnesota 55379. At the close of business on April 7, 2022, the record date for the Annual Meeting, a total of 4,831,686 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company were outstanding. At the Annual Meeting, 4,271,445 shares, or approximately 88.4% 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 five 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
Maureen H. Bausch
3,079,385
  
76,664
  
1,115,396
Mark Chronister
3,094,867
  
61,182
  
1,115,396
John S. Himle
3,097,036
  
59,013
  
1,115,396
Carin J. Offerman
3,136,309
  
19,740
  
1,115,396
Randall D. Sampson
3,152,130
  
3,919
  
1,115,396
 
 
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, 2022.
 
         
FOR
  
AGAINST
  
ABSTAIN
4,233,355
  
12,120
  
25,970
 
Proposal 3 — To cast an advisory vote approving executive compensation.
FOR
  
AGAINST
  
ABSTAIN
  
BROKER
NON-VOTE
3,021,133
  
93,004
  
41,912
  
1,115,396
 
As a result, the 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, 2022, and (iii) the Company’s shareholders adopted a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Company’s proxy statement for the 2022 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 7, 2022
By:
/s/ Randall D. Sampson
   
Randall D. Sampson
   
President and Chief Executive Officer