Form 8-K/A date of report 06-06-24 true 0001672909 0001672909 2024-06-06 2024-06-06
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K/A
 
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 6, 2024
 
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.
 
Canterbury Park Holding Corporation (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024 (the “Original Filing”). The Original Filing reported the final voting results of the Company’s 2024 Annual Meeting of Shareholders held on June 6, 2024 (the “Annual Meeting”). The purpose of this amendment is to update the voting results reported in the Original Filing based upon an updated final report of the Inspector of Election received following the date of the Original Filing. The updated voting results did not change the outcome of the Annual Meeting, which is that each nominee was elected as a director of the Company and the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.
 
At the close of business on April 11, 2024, the record date for the Annual Meeting, 4,982,870 shares of Common Stock were outstanding. At the Annual Meeting, 4,295,110 shares, or approximately 86.2% 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
2,587,723
  
84,146
  
1,623,241
Maureen H. Bausch
2,340,283
  
331,586
  
1,623,241
Mark Chronister
2,342,887
  
328,982
  
1,623,241
John S. Himle
2,640,797
  
31,072
  
1,623,241
Carin J. Offerman
2,618,094
  
53,775
  
1,623,241
Randall D. Sampson
2,660,401
  
11,468
  
1,623,241
Damon E. Schramm
2,323,898
  
347,971
  
1,623,241
 
 
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, 2024.
         
FOR
  
AGAINST
  
ABSTAIN
4,285,043
  
9,535
  
532
 
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 18, 2024
By:
/s/ Randall D. Sampson
   
Randall D. Sampson
   
President and Chief Executive Officer
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 06, 2024
Document Information [Line Items]  
Entity, Registrant Name Canterbury Park Holding Corporation
Document, Type 8-K/A
Document, Period End Date Jun. 06, 2024
Entity, Incorporation, State or Country Code MN
Entity, File Number 001-37858
Entity, Tax Identification Number 47-5349765
Entity, Address, Address Line One 1100 Canterbury Road
Entity, Address, City or Town Shakopee
Entity, Address, State or Province MN
Entity, Address, Postal Zip Code 55379
City Area Code 952
Local Phone Number 445-7223
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CPHC
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Description Form 8-K/A date of report 06-06-24
Amendment Flag true
Entity, Central Index Key 0001672909
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