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): April 17, 2020

 

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)

 

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

 

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))

 

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 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective April 17, 2020, the Board of Directors of Canterbury Park Holding Corporation (the “Company”) amended the Company’s Bylaws to allow the Company to hold remote or virtual shareholder meetings as permitted under Minnesota law. The Company intends to hold its 2020 annual meeting of shareholders on June 25, 2020 and wanted the ability to hold a virtual meeting if the Company determines it would be appropriate in light of ongoing concerns and uncertainty about the COVID-19 coronavirus. This description of the amendments is qualified in its entirety by reference to the complete text of the amendments to the Company’s Bylaws, a copy of which is filed herewith as Exhibit 3.2 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

 

 

(d.)

Exhibits

 

 

3.2 

Amendments effective April 17, 2020 to Bylaws of Canterbury Park Holding Corporation.

 

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: April 23, 2020

By: 

/s/ Randall D. Sampson

 

 

Randall D. Sampson

 

 

President and Chief Executive Officer

 

 

Exhibit 3.2

CANTERBURY PARK HOLDING CORPORATION

BYLAW AMENDMENTS

(EFFECTIVE APRIL 17, 2020)

1. New Article 2, Section 2.04 of the Bylaws is hereby added to read as follows.

Section 2.04.  Remote or Virtual Shareholder Meetings.

The Board of Directors may determine that shareholders not physically present in person or by proxy at a regular or special shareholder meeting called pursuant to Section 2.02 or 2.03 of these Bylaws may, by means of remote communication, participate in a regular or special shareholder meeting held at a designated place. The Board of Directors also may determine that any regular or special meeting of the shareholders will not be held at a physical place, but instead solely by means of remote communication, so long as the corporation implements reasonable measures to provide that each shareholder participating by remote means communication has a reasonable opportunity to participate in the meeting in accordance with the provisions of Section 302A.436, subdivision 5, of the Minnesota Business Corporation Act (the “MBCA”) as amended from time to time, or any successor statute.  Participation by remote communication constitutes presence at the meeting.

2. Exiting Article 2, Section 2.07 of the Bylaws is renumbered Section 2.08 and amended to read as follows:

Section 2.08.  Notice of Meetings.

(a) Notice of Meetings.  Subject to Section 2.08(b), Notice of all meetings of shareholders shall be given to every holder of voting shares, except where the meeting is an adjourned meeting and the date, time and place of the meeting was announced at the time of adjournment. Except as provided in Section 2.03 hereof, the notice shall be given at least ten (10) days, but not more than sixty (60) days, before the date of the meeting, except that written notice of a meeting at which an agreement of merger or exchange is to be considered shall be given to all shareholders, whether entitled to vote or not, at least fourteen (14) days prior thereto.

(b) Electronic Notice.    Notwithstanding the written notice requirement in Subsection 2.08(a) above, notice of any regular or special meeting may be given to a shareholder by means of electronic communication if the requirements of MBCA Section 302A.436, subdivision 5, as amended from time to time, are met. Notice to a shareholder is also effectively given if the notice is given to the shareholder in a manner permitted by the rules and regulations under the Securities Exchange Act of 1934, as amended, so long as the corporation has first received any written or implied consent required by those rules and regulations.

3. The remaining sections of Article 2 of the Bylaws will be renumbered to give effect to these amendments.