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)
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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))
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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. ☐
Item5.07.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.