Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Canterbury Park Holding Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

CANTERBURY PARK HOLDING CORPORATION

________________________

PROXY STATEMENT FOR JUNE 6, 20181, 2023 ANNUAL MEETING OF SHAREHOLDERS

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GENERAL INFORMATION

This Proxy Statementproxy statement is being provided on behalf of the Board of Directors (the “Board”) of Canterbury Park Holding Corporation (the “Company,” “Canterbury,” or “we”) in connection with the Annual Meeting of Shareholders to be held at Canterbury Park, 1100 Canterbury Road, Shakopee, Minnesota 55379, on Wednesday,Thursday, June 6, 2018,1, 2023, beginning at 10:00 a.m. Central Daylight Time (the “Annual Meeting”). The Board of Directors is soliciting proxies to be voted at the Annual Meeting, and at any adjournment and reconvening of the meeting. We first made this Proxy Statementproxy statement available to our shareholders on or about April 24, 2018.19, 2023.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the meeting?

At our Annual Meeting, shareholders will be asked to vote on two matters. These are:

TheDuring the informal portion following the formal portion of the Annual meeting, the Company’s management will also report on the Company’s performance during the last fiscal year and respond to appropriate questions from shareholders.

Will any other business be conducted?

While we do not expect that other business will be conducted at the Annual Meeting, we will consider other business, if any, that is properly presented at the meeting.

How does the Board recommend that I vote?

The Board of Directors named in this proxy statement recommends a vote “FOR” the election of each of the Company’s nominees for director and “FOR” ratification of the appointment of Wipfli LLP as our registered independent public accounting firm.vote:

Who is entitled to vote at the meeting?

If you wereare a shareholder of record at the close of business on April 11, 2018,6, 2023, you are entitled to vote at the meeting. As of the record date, 4,449,987April 6, 2023, there were 4,902,604 shares of common stock were outstanding and eligible to vote.

What is the difference between a shareholder of record and a street name holder?

If your shares are registered directly in your name, you are considered the “shareholder of record” for those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you

are considered the “beneficial owner” of those shares, and your shares are held by the financial institution or nominee in “street name.” If you are a “street name” holder, you will receive a voting instruction card, which is very similar to a proxy card. Please complete that cardfollow the voting instructions as directed on your voting instruction card in order to ensure your shares are voted at the meeting.

What are the voting rights of the shareholders?

Holders of common stock are entitled to one vote per share. There is no cumulative voting for the election of directors.

How many shares must be present to hold the meeting?

A quorum is necessary to hold the meeting and conduct business. The presence, in person or by proxy, of shareholders who can together vote at leastthe holders of a majority of the outstanding shares of common stock asvoting power of the record date is considered a quorum. A shareholder is counted as present at the meeting if the shareholder is present and votes in person at the meeting or if the shareholder has properly submitted a proxy by mail, telephone or Internet. In addition, if a beneficial shareholder is not present in person and has not submitted a proxy, but the financial institution or other nominee has the limited powershares entitled to vote the shares for the ratification of the independent registered public accounting firm, than those shares will be considered present for that agenda item and will count toward establishingat a meeting constitutes a quorum.

If the broker, bank, trustee or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform us that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

How do I vote my shares?

If you are a shareholder of record, you may give a proxy to be voted at the meeting either by:

If you hold shares beneficially in street name, you may also vote your shares by accessing the Internet website specified on your proxyvoting instruction card, by telephone or by mail following the instructions provided to you by your broker, bank, trustee or nominee. The telephone and Internet voting procedures have been set up for your convenience. The procedures have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. You may also vote in person at the meeting as described below in “May I vote my shares in person at the meeting?” below.

What does it mean if I receive more than one proxy card or voting instruction card?

It means you hold shares of the Company stock in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card or, if you vote by telephone or via the Internet, vote once for each proxy card or voting instruction card you receive.

What is a Notice of Internet Availability of proxy materials?

As permitted by rules adopted by the SEC, we are furnishing proxy materials to many of our shareholders via the internet. On or about April 19, 2023, we mailed or otherwise made available to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report, via the internet at www.proxyvote.com. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet at www.proxyvote.com. Certain shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet at www.proxyvote.com or have been mailed paper copies of our proxy materials and proxy card.

May I vote my shares in person at the meeting?

Yes.If you are a shareholder of record, you may vote your shares at the meeting by completing a ballot at the meeting. Even if you currently plan to attend the meeting, however, we recommend that you submit your proxy ahead of time so that your vote will be counted if, for whatever reason, you later decide not to not attend the meeting.

If you hold your shares in street name, and then decide to attend the meeting, you may vote your shares in person at the meeting only if you obtain a signed proxy from your broker, bank, trustee or other nominee giving you the right to vote these shares at the meeting.

What vote is required to elect directors?for each proposal?

Directors are elected by a plurality of the votes cast at the Annual Meeting by holders of common stock voting for the election of directors. This means that since shareholders will be electing seven directors as part of Proposal 1, the seven nominees receiving the highest number of votes will be elected.

The five director nominees receivingaffirmative vote of a majority of the most votesoutstanding shares of the Company’s common stock voting at the annual meeting in person or by proxy is required for electionProposal 2, shareholder ratification of the appointment of Wipfli to the Board will be electedserve as the Company’s directors.independent registered public accounting firm for the 2023 fiscal year.

How are votes recorded and counted?

Shareholders may either vote FOR, AGAINST, or WITHHOLD authority to voteABSTAIN for each nominee for election to the Board of Directors.Directors identified in Proposal 1. Shareholders may vote FOR, AGAINST, or ABSTAIN on the other proposals.Proposal 2.

If you vote AGAINST OR ABSTAIN or WITHHOLD, your shares will be counted as present at the meeting for the purposes of determining a quorum. If you ABSTAIN from voting on a proposal, your abstention has the same effect as a vote against that proposal. If you WITHHOLD authority to vote for one or more of the nominees for director, this will have no effect on the election of any director from whom votesbecause directors are withheld.elected by a plurality.

Abstentions will be counted for purposes of calculating whether a quorum is present at the annual meeting, but are not counted for the purposes of determining whether shareholders have approved that matter. Therefore, if you vote ABSTAIN on Proposal 2, your ABSTAIN vote has the same effect as a vote against that proposal.

Brokers who hold shares in street name have discretionary authority to vote on certain “routine” items even if they have not received instructions from the persons entitled to vote these shares. However, brokers do not have authority to vote on “non-routine” items without these instructions. If you hold your shares in street name and do not provide voting instructions to your broker or nominee, your shares will be considered to be “broker non-votes” and will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be present at the meeting for the purpose of determining a quorum but are not considered entitled to vote on proposals for which no instructions were given. Proposal 2, the ratification of the selection of Wipfli as the Company’s independent registered public accounting firm, is the only routine proposal on the ballot for the 2023 Annual Meeting. Your broker or nominee has discretionary authority to vote your shares on the ratification of the appointment of Wipfli as our independent registered public accounting firm even if your broker or nominee does not receive voting instructions from you. Proposal 1, the election of directors, is non-routine.

May I change my vote?

Yes. If you are a shareholder of record, you may change your vote and revoke your proxy at any time before it is voted at the meeting in any of the following ways:

If you are a street name holder, please consult your broker, bank, trustee or nominee for instructions on how to change your vote.

All shares represented by valid, unrevoked proxies will be voted at the Annual Meeting and any adjournment(s) or postponement(s) thereof.

Who pays for the cost of proxy preparation and solicitation?

We pay for the cost of preparing this proxy statement and this solicitation, including the charges and expenses of brokerage firms or other nominees for forwarding proxy materials to beneficial owners of shares held in street name.

We are soliciting proxies primarily by mail. In addition, proxies may be solicited by telephone or facsimile, or personally by our directors, officers and regular employees. These individuals will receive no compensation (other than their regular salaries) for these services.

How can a shareholder present a proposal at the 20192024 Annual Meeting?

In order for a shareholder proposal to be considered for inclusion in our Proxy Statementproxy statement for the 20192024 Annual Meeting, the written proposal must be received at our principal executive offices by the close of business on December 24, 2018.21, 2023. The proposal must comply with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Please review “Other Information – Shareholder Proposals and Nominees for 20192024 Meeting” at the end of this Proxy Statement.proxy statement.

If a shareholder wishes to present a proposal at the 2019 Annual Meeting that would not be included in our Proxy Statement for that meeting, please

In addition, shareholders should review “Other Information – Shareholder Proposals and Nominees for 20192024 Meeting” for more information regarding the steps to be taken under our bylaws for such proposal to present such a proposal.be properly brought before shareholders at our 2024 Annual Meeting, whether or not the proposal would be included in our proxy statement for that meeting.

How can a shareholder get a copy of the Company’s 2017Company’s 2022 Annual Report on Form 10-K?

OurCopies of the notice of the Annual Meeting, this proxy statement and our Annual Report on Form 10-K for 2022 are available at www.proxyvote.com. For shareholders who have been mailed paper copies of our proxy materials and proxy card, the paper copies include our Annual Report on Form 10-K for our fiscal year ended December 31, 2017 is being supplied as our Annual Report to Shareholders for 2017 with this Proxy Statement. It is also available electronically with this Proxy Statement at the link on the Notice of Annual Meeting above.2022 Our Annual Report on Form 10-K is also available at our website, www.canterburypark.comwww.canterburypark.com, by following the “SEC Filings” link in the “Investor Relations”“Investors” page. If requested, we will provide copies of any exhibits to the Form 10-K upon payment of a fee covering our reasonable expenses in furnishing the exhibits. You can request exhibits to the Form 10-K by writing to the Corporate Secretary, 1100 Canterbury Road, Shakopee, MN 55379.

What if I do not specify a choice for any matter when returning my proxy?

UnlessIf you indicate otherwise,just sign and submit your proxy without voting instructions, the persons named as proxies on the proxy card will vote your shares “FOR” the election of each of the nominees to the Board of Directors presented in Proposal 1 and “FOR” Proposal 2.

If any other matters come up for a vote at the meeting, the proxy holders will vote according to the recommendations of our Board of Directors or, if there is no recommendation, in their own discretion.

CORPORATE GOVERNANCE AND BOARD MATTERS

General.

Our Board of Directors is committed to sound and effective corporate governance practices. Our policies comply with the rules of the Securities and Exchange Commission (“SEC”) and listing standards of the Nasdaq Stock Market (“Nasdaq”). We also periodically review our governance policies and practices in comparison to those suggested by authorities in corporate governance and the practices of other public companies.

You can access the charters of our Audit Committee, and our Compensation Committee, Governance Committee, and our Code of Conduct and our Corporate Governance Guidelinesin the Investor Relations Investorssection of our website atwww.canterburypark.com or by writing to the Investor Relations Department at: Canterbury Park Holding Corporation, 1100 Canterbury Road, Shakopee, Minnesota 55379, or by e-mailing our Investor Relations Department atinvestorrelations@canterburypark.com.

Board Leadership.

The Company believes its current leadership structure is appropriate given the nature of the industry in which it operates and the leadership structures of its peer group.

Director Independence.

The Board of Directors follows director independence guidelines that are consistent with the definitions of “independence” set forth in Nasdaq’s listing standards. In accordance with these guidelines, the Board of Directors has reviewed and considered facts and circumstances relevant to the independence of each of our current directors and our director nominees and has determined that, each of the following current directors qualifies as “independent” under Nasdaq listing standards: Burton F. Dahlberg,Maureen H. Bausch, Mark Chronister, John S. Himle, Carin J. Offerman, Damon E. Schramm, and Dale H. Schenian. Our directors Curtis A. Sampson and Randall D. Sampson are not independent under Nasdaq listing standards.Peter Ahn. Current director Randall D. Sampson does not qualify as independent under Nasdaq listing standards because he is our President and Chief Executive Officer. Curtis A. Sampson does not qualify as independent under the Nasdaq listing standards because he is an immediate family member (father) of Randall D. Sampson.

Board Committees and Committee Independence.

Board Committees. Our Board of Directors has established twothree committees: an Audit Committee, a Compensation Committee, and a CompensationGovernance Committee. The composition and function of each of these committees are set forth below. Each of the Audit Committee, Compensation Committee, and Governance Committee operates under a written charter adopted by the Board of Directors that is available at www.canterburypark.com under the tab “Corporate Governance Documents” on the “Investors” page.

Audit Committee.Committee. The Audit Committee is responsible for the engagement, retention and replacement of the independent auditors, approval of transactions between us and a director or executive officer unrelated to service as a director or officer, approval of non-audit services provided by our independent registered public accounting firm, oversight of our accounting, financial reporting and internal controls, and the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters. Wipfli, our independent registered public accounting firm, reports directly to the Audit Committee. The Audit Committee operates under a formal charter which was most recently amended on June 5, 2008.is reviewed annually. The current members of the Audit Committee are Burton F. DahlbergMark Chronister (Chair), Carin J. Offerman, Peter Ahn, and Dale H. Schenian,John S. Himle, each of whom is independent under Rule 10A-3 of the Exchange Act and Nasdaq listing standards. Further, the Board of Directors has determined that Ms. Offerman meetsand Mr. Chronister meet the Securities and Exchange Commission definition of an “audit committee financial expert.” As required by its charter, all of the members of the Audit Committee meet the Nasdaq requirements regarding financial literacy and financial sophistication. The Audit Committee metheld four timesmeetings during 2017.2022.

Compensation Committee. The Compensation Committee provides oversight of our overall compensation strategy, reviews and recommends to the Board of Directors the compensation of our Chief Executive Officer and the other executive officers, administers our equity-based compensation plans and oversees our 401(k) Plan and similar employee benefit plans. The Compensation Committee operates under a charter that was last amended in June 2008.is reviewed annually. The current members of the Compensation Committee are Carin J. Offerman (Chair), Burton F. Dahlberg,Maureen H. Bausch, Damon E. Schramm and Dale H. Schenian,Mark Chronister, each of whom is independent under Nasdaq listing standards and the independence requirements of the Securities and Exchange Commission. The Compensation Committee met two timesheld three meetings in 2017.2022.

Governance Committee. Under its charter, the Governance Committee assists the Board in identifying qualified individuals to become directors, makes recommendations to the Board concerning the size, structure and composition of the Board and its committees, and monitors the process to assess the Board’s effectiveness. In evaluating potential nominees to the Board, the Governance Committee will consider the criteria set forth in our Governance Guidelines and will consider candidates proposed by shareholders and evaluates them using the same criteria as for other candidates. Our Governance Guidelines are available at www.canterburypark.com under the tab “Corporate Governance Documents” on the “Investors” page. In 2022, the Governance Committee adopted a formal diversity policy. When evaluating candidates for nomination as new directors, the Governance Committee will consider, and will ask any search firm that it engages to provide, a set of candidates that includes qualified women and individuals from historically underrepresented groups. Since 2021, the Governance Committee oversees on behalf of the Board the Company’s environmental, social, and governance (ESG) matters. In 2022, the charter of the Governance Committee expanded the responsibility of the Governance Committee to include the responsibility to periodically review and assess the Company’s significant ESG issues, risks, and trends, and oversee our engagement with, and disclosures to shareholders and other interested parties, concerning ESG matters. The current members of the Governance Committee are John S. Himle (Chair), Carin J. Offerman, and Maureen H. Bausch. The Governance Committee held four meetings in 2022.

MeetingAttendance.

Our Board of Directors meets regularly during the year to review matters affecting the Company and to act on matters requiring Board approval. TheIn 2022, the Canterbury Board formally met six times during 2017,held five regular meetings at which directors participated in person, or by telephone, or video conference, call. Frequently, in-personand in addition held several informal meetings in which all or a majority of Board members participated. Meetings generally included an executive session without the presence of non-independent directors and management.

Each of our directors is expected to make a reasonable effort to attend all meetings of the Board, applicable committee meetings and our annual meeting of shareholders. Each of our current directors attended at least 75% of the meetings of the Board and committees on which he or she served during 2017. In addition, all2022. Each of the Company’s directorsattended the Company’s 20172022 Annual Meeting of Shareholders.

Selecting NomineesNominee Selection Process. The Governance Committee is responsible for Electionidentifying, evaluating and recommending qualified candidates for nomination as directors. The nominees for the Annual Meeting were selected by the Governance Committee in March 2023. All nominees, except Messrs. Ahn and Schramm, were elected by shareholders at the 2022 Annual Meeting of Shareholders. Messrs. Ahn and Schramm joined the Board of Directors in October 2022 following the completion of the Governance Committee’s Board succession planning and director recruitment process. This process was initiated with a view toward enhancing the Board’s gaming, real estate and other expertise relevant to our business and strategic direction, and enhancing the diversity of the Board. Messrs. Ahn and Schramm were identified to the Board.Governance Committee by a third-party search firm engaged by the Governance Committee. Consistent with our policy with respect to diversity adopted in March 2022, the search firm was directed by the Governance Committee to provide a set of candidates that includes qualified women and individuals from historically underrepresented groups.

The independentGovernance Committee will consider candidates for Board membership suggested by its members, other Board members, as well as management and shareholders, subject to the requirements of our bylaws.

When identifying and evaluating new nominees to the Board, the Governance Committee generally first establishes a profile of the new Board member based upon criteria for selection as a nominee and the specific qualities or skills being sought based on input from members of ourthe Board and, if the Governance Committee deems appropriate, a third-party search firm. The Governance Committee evaluates any candidates identified by reviewing the candidates’ biographical information and qualifications and checking the candidates’ references. One or more Governance Committee members and other directors may interview the prospective nominees in person, by video or by telephone. After completing the evaluation, the Governance Committee makes a recommendation to the full Board of the nominees to be presented for the approval of the shareholders or for election to fill a vacancy. The Governance Committee’s process for considering and electing Messrs. Ahn and Schramm to the Board in October 2022 was consistent with this process.

Our Governance Guidelines provide that the Board should generally have between five and nine directors. The Board of Directors are responsibleis comprised of seven directors. In determining the number of directors serving on the Board, the Governance Committee seeks to ensure that the Board of Directors has a diversity of talent and experience to draw upon, is able to appropriately staff the committees of the Board and is able to engage the directors in Board and committee service, all while maintaining efficient function and communication among members.

Criteria for recommending who willNomination to Board; Diversity Policy. While the Governance Committee has no specific minimum qualifications for director nominees, the Governance Committee has adopted a policy regarding critical factors to be presented as the Board’sconsidered in selecting director nominees, for election at our annual shareholder meetings. which include:

In selecting the nominees, the independent directors reviewGovernance Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed for effective governance.

The Governance Committee is committed to Board does not havediversity and takes into account the personal characteristics, experience and skills of current and prospective directors, including gender, race and ethnicity, to ensure that a broad range of perspectives is represented on the Board to effectively perform its governance role and oversee the execution of our strategy. In March 2022, the Governance Committee adopted a formal policy with regardrespect to diversity. Nevertheless in proposing nominees, in additiondiversity through its charter. Under that policy, when evaluating candidates for nomination as new directors, the Governance Committee will consider, and will ask any search firm that it engages to minimumprovide, a set of candidates that includes qualified women and individuals from historically underrepresented groups.

Canterbury Board Diversity. Nasdaq adopted listing requirements of integrity, ability to make independent analytical inquiries, ownership of or commitment to purchase our common stock, and a willingness to devote adequate time and effort to Board responsibilities, the Board seeksrequire each listed company to have, a board that reflectsor explain why it does not have, two diverse directors on the Board. We believe our current Board composition is in compliance with the Nasdaq diversity requirements, which begin to take effect in relevant business experience, education, skills, business relationships and associations, and personal background, as well as other factors that will contribute to Board oversight of managementAugust 2023.

The table below provides certain highlights of the Company.composition of our current Board members. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Nominations by Shareholders.

The Board of Directors will consider qualified individuals proposed by shareholders along with other potential candidates when determining what individuals it will recommend for election at our annual shareholders meeting. Shareholders can submit proposed candidates, together with appropriate biographical information, to the Board of Directors at: Canterbury Park Holding Corporation, 1100 Canterbury Road, Shakopee, Minnesota 55379, Attention: Chief Executive Officer. Submissions will be forwarded to the independent directors for review and consideration. Any shareholder desiring to submit a director candidate for consideration at our 2019 Annual Meeting of Shareholders must ensure that the submission is received by the Company no later than December 31, 2018 in order to provide adequate time for the independent directors to properly consider the candidate.

Our By-lawsbylaws provide that shareholders may directly nominate an individual for election to the Board at our shareholders meeting if certain procedures are followed. A shareholder wishing to formally nominate an individual to election to the Board at a future shareholder meeting should follow the procedure set forth below under the caption “Other Information – Shareholder Proposals and Nominees for 20192024 Annual Meeting -- Shareholder Nominations” at the end of this Proxy Statement.proxy statement.

Code of Conduct.

We have adopted a Code of Conduct (the “Code”) applicable to all of our officers, directors, employees and consultants that specifies guidelines for professional and ethical conduct in the workplace. The Code also incorporates a special set of guidelines applicable to our senior financial officers, including the chief executive officer, chief financial officer and others involved in preparation of our financial reports. These guidelines are intended to promote the ethical handling of conflicts of interest, full and fair disclosure in periodic reports filed by us and compliance with laws, rules and regulations concerning this periodic reporting. The Code is available at www.canterburypark.com under the tab “Corporate Governance Documents” on the “Investors” page.

Contacting the Board of Directors.

Any shareholder who desires to contact our Board of Directors may do so by writing to the Board of Directors, generally, or to an individual director at: Canterbury Park Holding Corporation, 1100 Canterbury Road, Shakopee, Minnesota 55379. Communications received electronically or in writing are distributed to the full Board of Directors, a committee or an individual director, as appropriate, depending on the facts and circumstances described in the communication received. For example, a complaint regarding accounting, internal accounting controls or auditing matters will be forwarded to the Chair of the Audit Committee for review. Complaints and other communications may be submitted on a confidential or anonymous basis.

Board Leadership.

The Board does not have a formal policy regarding separating the roles of Chief Executive Officer and Chair of the Board, although currently the two positions are separated. Both the Chair and Vice Chair, who together are the beneficial owners of approximately 31.0% of the Company’s stock, are actively engaged in providing leadership at the Board level in matters considered by the Board and in regard to establishing Board priorities.

Board’s’s Role in Managing Risk.

In general, management is responsible for the day-to-day management of the risks the Company faces, while the Board, acting as a whole and through the Audit Committee,its standing committees, has responsibility for oversight of risk management. Senior management attends the regular meetings of the Board and is available to address questions and concerns raised by the Board related to risk management, and our Board regularly discusses with management identified major risk exposures, their potential financial and other business impact on the Company and steps that can be taken to manage these risks.

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The Audit Committee reviews the Company’s financial statements and meets with the Company’s independent registered public accounting firm at regularly scheduled meetings to receive reports on the firm’s review of the Company’s financial statements.

Director Compensation.

The Compensation information paid to non-employee directors ofCommittee is responsible for managing risks in connection with our compensation policies, programs and practices and for managing risk associated with succession planning for the CompanyChief Executive Officer position. The Governance Committee is set forth below under the caption “Director Compensation.”

PROPOSAL 1

ELECTION OF DIRECTORS 

The independent members ofresponsible for managing risk associated with succession planning for the Board of Directors, haveas well as ESG and corporate governance matters generally.

PROPOSAL 1
ELECTION OF DIRECTORS

The Governance Committee has nominated and recommend for election as our directors the fiveseven individuals named below, each of whom is a current director of the Company. The Board of Directors believes that each nominee named below will be able to serve, but if a nominee is unable to serve as a director, the persons named in the proxies have advised us that they would vote for the election of such substitute nominee as the independent members of the Board of DirectorsGovernance Committee may propose.

Information regarding the experience, qualifications and other attributes that qualify each of the nominees to serve on the Company’s Board is set forth below. In addition, information as to their respective ownership of Company common stock is set forth below under “Security Ownership of Certain Beneficial Owners and Management.”

BURTON F. DAHLBERGPETER AHN, age 85,58, has beenserved as a directormember of the Board of Directors of the Company since 2004.  Since 2003 heOctober 5, 2022. In 2001, Mr. Ahn co-founded of Hemisphere, a private investment group that founds, incubates, owns, operates, and makes investments in companies in a wide variety of industries, including gaming, restaurant and hotel businesses. From 1999 to 2001, Mr. Ahn was an investment banker with Jefferies and Company, Inc. Prior to joining Jefferies, Mr. Ahn spent four years at RBC Dain Rauscher in the fixed income and equity capital market groups. Mr. Ahn holds a B.A. degree in economics from Macalester College in St. Paul, Minnesota, and an M.B.A. in strategic management from the University of Minnesota’s Carlson School of Management. Mr. Ahn contributes to the Board through his deep gaming, restaurant and hotel industry expertise and background in investment banking.

MAUREEN H. BAUSCH, age 68, has served as a member of the Board of Directors of the Company since October 2019. Ms. Bausch is currently a partner in Bold North Associates, providing experiential and consulting services for retail, event and destination attraction businesses. Ms. Bausch served from December 2014 until February 2018 as CEO and an Executive Board Member of the Super Bowl Host Committee in connection with the February 4, 2018 Super Bowl LII held in Minneapolis. Prior to that, Ms. Bausch worked in positions of increasing responsibility at the Mall of America, serving most recently as Executive Vice President, managing the $1 billion asset. Ms. Bausch’s long and deep involvement and experience in the Minnesota community and the local retail, event and destination attraction businesses brings a good perspective to the Board with Canterbury’s continuing focus on its card casino, racing and special events.

MARK CHRONISTER, age 71, has served as a member of the Board of Directors of the Company since October 1, 2020. Mr. Chronister retired in 2007 as an audit partner in the Minneapolis office of PricewaterhouseCoopers, LLP (PwC) after 34 years at the firm. During his career and since his retirement from PwC in 2007, Mr. Chronister has been focused on board and community service. Currently, Mr. Chronister is an independent commercial real estate consultant.  From 1987Advisory Board member for the Hendrickson Institute of Ethical Leadership, St. Mary’s University of Minnesota and is also the Board Treasurer for the Minnesota USA Expo 2027. Mr. Chronister brings to 2002,the Board substantial financial expertise and he is an “audit committee financial expert.”

JOHN S. HIMLE, age 68, has served as a member of the Board of Directors of the Company since October 2019. Mr. DahlbergHimle is Chief Executive Officer of Himle LLC, a specialized consultancy that advises companies, not-for-profit entities and other organizations with insight and strategy related to shaping complex business decisions and related matters. Mr. Himle was Presidentthe founder and Chief OperatingExecutive Officer of Kraus-AndersonHimle Horner Inc., and Himle Rapp and Co. before selling his interests in 2017. He also served five terms in the Minnesota House of Representatives holding a national firm engagedseries of leadership positions, including Assistant Majority Leader and Assistant Minority Leader. Mr. Himle’s experience in, commercialand knowledge of, government, regulatory matters, risk management, public relations and communications bring a helpful and well-informed perspective to the Company as the Company pursues its card casino, racing, special events and real estate development construction, building management, finance and insurance brokerage services.  From 1968 to 1987, Mr. Dahlberg held other, successively more responsible executive positions with Kraus-Anderson Inc. or oneopportunities.

CARIN J. OFFERMAN, age 69,74, has beenserved as a directormember of the Board of Directors of the Company since 1994.1994 and was named lead independent director in October 2019. Ms. Offerman is currently engaged in private investment activities and is a principal in Puppy Good Start which provides dog training services.activities. From 1997 to 2000, Ms. Offerman was the President and CEO of Offerman & Company, a regional investment banking and retail broker-dealer firm, and from 1990 to 1997 was its Executive Vice President. Prior to 1990, Ms. Offerman served in various capacities with Offerman & Company for the preceding six years, including as registered representative and sales retail manager. Ms. Offerman was a member of the board of the Minnesota Thoroughbred Association from 1993 to 1996 and served as its President in 1993 and 1994. Ms. Offerman has been an owner and breeder of both show horses and thoroughbreds, and she has been or is currently licensed as a horse owner in Minnesota, Iowa and Nebraska. Since 1991 she has beenMs. Offerman was also a member of the Minnesota Racing Commission’s Breeders Fund Advisory Board and served as its Chair since 2003.from 2003 to 2017. As a member of the Company’s Board of Directors, Ms. Offerman brings a unique blend of entrepreneurial experience, knowledge and experience in investment banking and finance, and a deepan understanding of the local and national horse industry.

CURTIS A. SAMPSON, age 84, co-founded the Company in 1994 and has been a director and Chair of its Board since the Company was incorporated.  Mr. Sampson founded and has been the Chairman of the Board of Communications Systems, Inc. (“CSI”), a public company principally engaged in manufacturing and selling products for the telecommunications and data communications industries since 1969. Mr. Sampson served as the CEO of CSI from 1969 to 2007, and as interim CEO from September 2013 to June 2014. Mr. Sampson is a Regent of Augsburg College in Minneapolis, Minnesota and a member of the Emeritus Board of Advisors of the University of Minnesota’s Carlson School of Business. Over the course of his career, Mr. Sampson has served on non-profit boards, telephone industry

association boards, private company boards and the following public company boards:  Nature Vision, Inc. (2001 to 2009) and Hector Communications Corporation (1990 to 2006).  Mr. Sampson is the owner of Sampson Farms (crop farming and a breeder of thoroughbred horses) based in Hector, Minnesota and he is currently, or has been in the past, licensed as a horse owner in Arkansas, Florida, Illinois, Iowa, Kentucky, Minnesota, Nebraska and Oklahoma.  The distinctive perspective Mr. C.A. Sampson brings to the Board is his extensive and wide ranging knowledge and experience in business, management and corporate finance gained over more than 40 years leading sizable enterprises, his knowledge of the thoroughbred horse racing industry and, as one of the Company’s largest shareholders, one that has a substantial stake in the Board’s efforts to build shareholder value. 

RANDALL D. SAMPSON, age 60,65, co-founded the Company with his father and director Dale Schenian in 1994 and has served as its President and Chief Executive Officer and on the Company’s Board of Directors since inception. Mr. Sampson was also named Chairman of the Board of Directors of the Company on October 3, 2019. After graduating from college with a degree in accounting, Mr. Sampson worked for five years in the audit department of Deloitte & Touche where he earned his CPA certification. He subsequently gained experience as a controller of a private company and, thereafter, served as a Chief Financial Officer of a public company before becoming one of the three co-founders of Canterbury Park Holding Corporation in 1994. From 1987 to 1994, R.D.Mr. Sampson also managed Sampson Farms. SinceFarms, a thoroughbred breeding and racing operation. From 1999 to 2022, Mr. Sampson has beenwas a director of Communications Systems, Inc. (Nasdaq: JCS) (“CSI”). Mr. Sampson has continued to serve as a director following the merger of CSI with Pineapple Energy LLC in March 2022 to become Pineapple Energy Inc. (Nasdaq: PEGY), a growing domestic operator and consolidator of residential solar, battery storage, and grid service solutions. Mr. Sampson is also a director and former vice president and director of the Thoroughbred Racing Association of North America. Prior to becoming Chief Executive Officer, Mr. Sampson was a horse owner and active in horse industry associations and advisory boards. As the Company’s Chairman and Chief Executive Officer, Mr. Sampson brings to the Board deeplong-time experience in the horse industry, financial expertise andwith over 25 years of operating history at Canterbury Park, an in-depth understanding of the Company’s personnel, operations, real estate development efforts, financial results performance, financial position, challenges and opportunities.

DALE H. SCHENIANDAMON E. SCHRAMM, age 76, co-founded the Company and55, has been Vice Chairserved as a member of the Board of Directors of the Company since 1994.October 5, 2022. Since August 2022, Mr. Schramm has served as the Vice President of Legal at Togetherwork, a private company providing integrated software and payments for managing communities, groups, and organizations. Previously, Mr. Schramm was Interim General Counsel at KASA Holdings, LLC, a private company involved in specialty e-commerce stores, from August 2021 to August 2022. From 1990December 2020 to 2004,August 2021, Mr. SchenianSchramm was Presidentcounsel at the law firm of Lathrop GPM. Mr. Schramm served as Chief Legal and Chief ExecutiveAdministrative Officer of City Auto Glass Companies,Bite Squad, a restaurant delivery service company, from 2017 until it was acquired in February 2019 by Waitr Holdings Inc. (Nasdaq: ASAP), an online ordering technology platform. From February 2019 to May 2020, Mr. Schramm served as the Chief Legal Officer of Waitr Holdings. From 2015 until 2017, he foundedwas Senior Vice President, General Counsel and Corporate Secretary at Evine Live Inc. (Nasdaq: EVLV), a multiplatform interactive digital commerce company that offered a mix of proprietary, exclusive and name-brand merchandise, which is now iMedia Brands Inc. (Nasdaq: IMBI). From 2005 until 2015, Mr. Schramm was Vice President, General Counsel and Corporate Secretary of Lakes Entertainment, Inc. (Nasdaq: LACO), a gaming and entertainment company that completed a merger in 1990,August 2015 with Sartini Gaming, Inc. to become Golden Entertainment, Inc. (Nasdaq: GDEN). Prior to that, Mr. Schramm was a partner with the law firm of Gray Plant Mooty (now Lathrop GPM) where he practiced corporate law with an emphasis in finance, mergers and continuedacquisitions, and corporate transactions. Mr. Schramm holds a B.A. degree from the University of Minnesota-Duluth and a J.D. from William Mitchell College of Law. Mr. Schramm contributes to serve as its Chairman of the Board until December 2015. Underthrough his leadership, City Auto Glass grew from a start-up to an enterprise with facilitiesdeep understanding of gaming operations and strategy, as well as his expertise in more than 20 locations in Minnesota, western Wisconsin and northern Iowa. For approximately 30 years preceding launching City Auto Glass, Mr. Schenian either owned or worked for other companies in the highly competitive auto glass industry.  In addition to other leadership roles in other business and community organizations, Mr. Schenian served on the board of Bremer Bank from 1984 to 2009.  Mr. Schenian, from 1985 to present, has also been an owner and breeder of thoroughbred race horses licensed in Minnesota, Illinois, Texas, Kansas, Oklahoma, Kentucky, Iowa and Nebraska.  Mr. Schenian’s perspective is that of one whose career has been dedicated to building businesses in a highly competitive service industry, who has a high degree of knowledge about the horse racing industry and, as one of the Company’s largest shareholders, who has a significant stake in the Board’s efforts to build shareholder value.public company governance.

Board Voting Recommendation.

The Board of Directors unamimously recommends a vote “For” each of the nominees listed above.Unanimously Recommends
Shareholders Vote “FOR” Each Nominee Identified in Proposal 1.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, based upon information available as of April 11, 2018,6, 2023, the beneficial ownership of shares of our common stock (i) by each person known by us to own of record or beneficially five percent or more of our common stock; (ii) by the current Named Executive Officers listed in the Summary Compensation Table below; (iii) by each of our directors, andwho are also the director nominees; and (iv) by all of our current executive officers and directors as a group. Unless otherwise indicated, the persons listed below may be contacted by mail at 1100 Canterbury Road, Shakopee, Minnesota 55379.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors, consistingwhich currently consists of Burton F. DahlbergMark Chronister (Chair), Carin J. Offerman, Peter Ahn, and Dale H. SchenianJohn S. Himle, held four meetings during 20172022 with management and our independent registered public accounting firm. These meetings werealso included executive sessions designed to facilitate and encourage private communication between the Audit Committee and our independent registered public accounting firm.

The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 20172022 with management and Wipfli at its meeting on March 20, 2018.15, 2023. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee also reviewed and discussed with the independent registered public accounting firm, the firm’s judgments as to the quality of the accounting principles applied in our financial reporting. The discussions with Wipfli also included the matters required to be discussed by the applicable auditing standards as periodically amended (including significant accounting policies, alternative accounting treatments and estimates, judgments and uncertainties).

Wipfli also provided to the Audit Committee the written disclosures and the letter regarding its independence required by PCAOBthe Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16. This information was discussed with the Audit Committee.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20172022 for filing with the Securities and Exchange Commission.

By the Audit Committee of the Board of Directors:

Mark Chronister (Chair)
Carin J. Offerman
John S. Himle

Peter Ahn

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

ACCOUNTING FIRM

Wipfli LLP has been the Company’s independent registered public accounting firm since August 31, 2014. The Board of Directors, upon recommendation of the Audit Committee, is requesting shareholder ratification of the appointment of Wipfli to serve as the independent registered public accounting firm for the Company for the current fiscal year ending December 31, 2018.2023. A representative of Wipfli is expected to be present at the Annual Meeting of Shareholders, will have an opportunity to make a statement and will be available to respond to appropriate questions.

Fees Billed and Paid to Independent Registered Public Accounting Firms.

The table below provides a summary of fees paid to Wipfli for professional services rendered in the two fiscal years ended December 31, 20172022 and 2016:2021:

Audit Fees. This category consists of fees billed for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports, and auditing of our benefit plans.plans, and the issuance of consent in connection with registration statement filings with the SEC.

Audit-Related Fees. This category consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not otherwise reported under “Audit Fees.” TheIn 2022 and 2021, the Company paid no audit-related fees to Wipfli in 2017 or 2016.$7,500 and $2,500, respectively, for developing agreed upon procedures required under a material contract with a third party.

Tax Fees. This category consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and acquisitions. The Company paid no fees to Wipfli for tax compliance, tax advice, or tax planning in 20172022 or 2016.2021.

All Other Fees. This category consists of all fees paid to the independent registered public accounting firm for matters than the three listed above. The Company paid Wipfli for developing agreed upon procedures required under a material contract with a third partyno such fees in 2017 and 2016. The Company also paid Wipfli for assistance in preparing a registration statement/prospectus related to our 2016 Reorganization into a holding company structure.2022 or 2021.

Audit Committee Pre-Approval Policies and Procedures.

In addition to approvingWe have adopted a written pre-approval policy for the engagement of the independent registered public accounting firm to audit our consolidated financial statements, it is the policy ofAudit Committee that require the Audit Committee to approve any use of that firm forpre-approve all audit and all permitted non-audit engagements and services prior to any engagement. To minimize relationships that could appear to impair(including the objectivity offees and terms thereof) by the independent registered public accounting firm¸ it isauditors, except that the policyAudit Committee may delegate the authority to pre-approve any engagement or service less than $10,000 to one of its members, but requires that the member report such pre-approval at the next full Audit

Committee to restrict the non-auditmeeting. The Audit Committee may not delegate its pre-approval authority for any services that may be provided to usrendered by our independent registered public accounting firmauditors relating to services that clearly would not compromise the independenceinternal controls. This pre-approval policy prohibits delegation of the firm.Audit Committee’s responsibilities to our management. Under the pre-approval policy, the Audit Committee may pre-approve specifically described categories of services which are expected to be conducted over the subsequent twelve months on its own volition, or upon application by management or the independent auditor. The policy prohibits the Audit Committee from approving certain non-audit services may not be provided by the independent auditor under law.

All of the services described above for 2022 and 2021 were pre-approved by the Audit Committee before Wipfli was engaged to render the services.

Vote Required for Shareholder Approval.

The affirmative vote of a majority of the outstanding shares of the Company’s common stock voting at the annual meeting in person or by proxy is required for shareholder ratification of appointingthe appointment of Wipfli to serve as the Company’s independent registered public accounting firm for the 20182023 fiscal year.

Board Voting Recommendation.

The Board of Directors unanimously recommends a vote “For” ratificationUnanimously Recommends
Shareholders Vote “FOR”
Proposal 2: Ratification of Appointment of Wipfli LLP as Independent Registered Public Accounting Firm for the year ended December 31, 2018.LLP.

EXECUTIVE COMPENSATION PROGRAMS AND PRACTICES

Role of the Compensation Committee in the Compensation Process.

The Compensation Committee has the following duties and responsibilities:responsibilities relating to executive compensation:

Messrs. Sampson and Dehmer are sometimes referred to as the “Named Executive Officers” or “NEOs”.

Under its charter, the Compensation Committee has the authority to engage the services of outside advisors, experts and others to assist it in performing its duties. In January 2016,October 2019, the Compensation Committee engaged Total Rewards Group, LLC, an executive compensation consulting firm, to advise us on whether our approach to executive compensation is, in general, competitiveprovide recommendations and to suggest ways we might enhance our programs and practices. Based on information suppliedadvice to the Compensation Committee. The Compensation Committee continued to refer to these recommendations and advice in 2016 by Total Rewards Group, the Committee concluded its basesetting compensation programs for Named Executive Officers and other key employees is generally competitive when compared to similar businesses. Based, in part, with Total Rewards Group’s assistance in February 2016, the Committee also developed and the Company’s Board approved two new incentive compensation plans discussed2022 as described below. The decision to engage Total Reward Group was made by the Committee.

In discharging its responsibilities, the Compensation Committee solicits certain information and advice from our President and Chief Executive Officer, our Senior Vice President of Finance and Chief ExecutiveFinancial Officer, and our Vice President of Human Resources. These officers participate in the deliberations of the Compensation Committee regarding compensation of other employees, including providing information regarding salary history, historical bonus practices and related financial data, the responsibilities and performance of employees and recommendations regarding the appropriate levels of compensation, but do not take part in deliberations regarding their own compensation.

Objectives of ourOur Compensation Programs.

It is the objective of the Compensation Committee to provide competitive levels of compensation that will attract, motivate and retain executives with superior leadership and management abilities and to provide incentives to executive officers so that we may achieve superior financial performance and to structure the forms of compensation paid to align the interests of our executive officers with those of the Company. With these objectives in mind, it has been our practice to provide a mix of base salary, bonus compensation, long-term, equity-based compensation and retirement compensation. Historically, base salary has represented approximately 75% or more of the total value of executive officer compensation, with cash bonuses, the value of long-term equity compensation and retirement compensation comprising the remainder. The Compensation Committee believes that these forms of compensation provide an appropriate combination of competitive fixed pay and variable pay as incentives to motivate superior short-term operational performance balanced with other incentives to achieve longer term operational goals and positive long-term stock price performance.

Information about the Components of our Compensation Programs.

Base Salary for 2022

We establish base salaries for our executive officers by reference to base salaries paid to executives in similar positions with similar responsibilities. We review the base salaries annually and adjustments, if any, are usually made in February or March of each year. The Compensation Committee consider other factors, including Company financial performance and subjective judgments by the Compensation Committee on individual performance based on factors such as development and execution of strategic plans, changes in areas of responsibility, the development and management of employees and participation in industry, regulatory or political initiatives beneficial to our business. The Compensation Committee does not, however, assign specific weights to these various qualitative factors in making decisions on base compensation.

On March 17, 2022, the Compensation Committee recommended, and the Board of Directors approved, increases in the annual base salaries of Mr. Sampson and Mr. Dehmer. The 2018 salariesCompensation Committee determined to increase Mr. Sampson’s annual base salary by 10% to $275,393 and Mr. Dehmer’s annual base salary by 5% to $220,500. The larger increase for our Named Executive Officers are as follows:

Mr. Sampson was primarily to reinstate his pre-COVID 2020 base salary of $271,465 with a slight cost of living increase.

BonusOn December 19, 2022, the Compensation Committee approved increases in the annual base salaries of Mr. Sampson and Mr. Dehmer. The Compensation Committee approved the increases based upon merit and in order to maintain market competitive base pay. In setting the base salaries, the Compensation Committee consulted the 2019 analysis of its compensation consultant, Total Rewards Group. Mr. Sampson’s base salary was increased to $302,932, or an 10.0% increase; and Mr. Dehmer’s bases salary was increased to $242,550, or a 10.0% increase. The increase was effective as of October 30, 2022.

CashAnnual Bonus Plan for 2022

The Compensation Committee has used cash bonuses are intended to provide exempt level employees, including executive officers, with an opportunity to receive additional cash compensation, but only if earned based on individual performance and the Company’s financial performance. The Company hasWe have adopted the Canterbury Park Holding Corporation Annual Incentive Plan (the “Annual Bonus Plan”), which is a plancomprehensive framework pursuant to which opportunities for paying annual incentive compensation togenerally covering periods of one year or less can be awarded the Company’s executive officers, other senior executives and other employees of the Company. Each year, the Compensation Committee grants the NEOs, as well as other officers and key employees, called the Canterbury Park Annual Incentive Plan (the “Annual Bonus Plan”). Underan opportunity under the Annual Bonus Plan to earn a percentage of their respective annual base salaries based upon achievement of performance goals set by the Company selectsCompensation Committee relating to specified performance measures determined by the Compensation Committee.

On March 17, 2022, the Compensation Committee recommended, and establishes relatedthe Board of Directors adopted, 2022 performance goals under which thesethe Annual Bonus Plan and granted cash incentive pay opportunities (referred to as “Incentive Awards”) under the Annual Bonus Plan to the Company’s eligible employees, have the opportunity to earn an annual bonuswhich include Mr. Sampson and Mr. Dehmer.

Payouts of Incentive Awards were based on actual achievement compared to performance goals. Concurrently, these eligible employees are granted personal opportunities (“Incentive Awards”) to receive a payment of cash (“Payout”) based on the Company’s annualour 2022 financial performance compared to two performance goals established by the pre-established goals. The PayoutCompensation Committee and the Board of Directors, which were adjusted income from operations for 20172022 and consolidated revenue for 2022, weighted 70% and 30%, respectively. Adjusted income from operations (AIFO) was defined as income from operations, calculated in accordance with U.S. generally accepted accounting principles (GAAP), adjusted to exclude certain extraordinary, unusual or other amounts as determined by reference to two financial metrics: (i) achievementthe Compensation Committee. Revenue was calculated in relation to a performance goal for earnings (defined as “Adjusted Net Income From Operations”) and (ii) achievement in relation to a performance goal for consolidated Company revenue (defined as “Revenue”). Each eligible employee’s target opportunity for a Payout was based 70% on 2017 Company Adjusted Net Income From Operations and 30% on Revenue.accordance with GAAP.

The

Also on March 17, 2022, the Compensation Committee recommended, and the Board has establishedof Directors also approved, minimum, target and maximum levels of performance goals underfor 2022 AIFO and revenue. Under matrices associated with the 20172022 Annual Bonus Plan, achievement at less than the target level resulted in a decreasing bonus and, if achievement failed to meet the minimum performance level, the participants would earn no payout under their Incentive Awards for President2022. The Compensation Committee determined that the total payout under any Incentive Award would not exceed 150% of target, even if our 2022 AIFO and Chief Executive Officer Randall D. Sampson, Senior Vice Presidentrevenue exceed the maximum level of Operations Daniel J. Kennedy,performance. The target 2022 AIFO was $11,521,000 and Senior Vice President of Finance and Chief Financial Officer Robert M. Wolf. Iftarget 2022 revenue was $68,168,000.

Pursuant to the Company met the 2017 Annual Bonus Plan, targets in eachon March 17, 2022, the Compensation Committee recommended, and the Board of revenue and operating income,Directors approved, 2022 bonus opportunities for Mr. Sampson Mr. Kennedy, and Mr. Wolf would receive incentive planDehmer, expressed as percentage of 2022 base salary based upon the Company’s achievement at target levels of each performance goal. The cash payments equal to 25%, 20%, and 20%payout that the Company’s executive officers could earn at the target level of achievement as a percentage of their respective base salaries. Ifsalaries was as follows: Mr. Sampson, 35%, and Mr. Dehmer, 25%.

Based on the Company metCompany’s 2022 performance and the 2017matrices associated with the 2022 Annual Bonus Plan, maximums in each of Revenuethe Compensation Committee determined on March 1, 2023 that our 2022 AIFO was $11,265,305 and Adjusted Net Income From Operations, Mr. Sampson, Mr. Kennedy, and Mr. Wolf would receive incentive plan cash payments equal to 37.5%, 30%, and 30% of their respective base salaries.2022 revenue was $66,823,881. In accordance with the case of Mr. Kennedy and Mr. Wolf,matrices associated with the opportunity was prorated to their employment start date.

The Board of Directors retains discretion under the 20172022 Annual Bonus Plan to make incentive planapproved by the Committee, the 2022 AIFO was between 96.4% and 100.0% of target and 2022 revenue was between 97.3% and 98.2% of target. Accordingly, Messrs. Sampson and Dehmer received a cash payments in amounts higher or lower than would otherwise be requiredpayment of $89,564 and $51,340, respectively, under the Plan. In addition, all payments under the 20172022 Annual Bonus Plan Incentive Plan are subject to “clawback” to the extent required by federal law. The amount paid to Named Executive Officers under the 2017 Annual Bonus Plan is set forth in the Summary Compensation Table in the columnPlan.

Grant of 2017Historic LTI Plan Practices and 2022 Deferred Stock Awards to NEOs Under the Long-Term Incentive Plan

The Company has adopted a plan for paying long-term, performance-based incentive compensation to the Company’s NEOs and other Senior Executives called the Canterbury Park Long Term Incentive Plan (the “LTI Plan”). The LTI Plan authorizes the grant of Long TermLong-Term Incentive Awards that provide an opportunity to Senior Executivesexecutive officers and other senior officers to receive a payment (a “Payout”“payout”) in cash or shares of the Company’s common stock to the extent of Company achievement at the end of a period greater than one year (the “Performance Period”“performance period”) in comparison to performance goals established for the Performance Period.performance period. The LTI Plan is a sub-plan of the Company’s Stock Plan. Further information regarding the LTI Plan is provided in and the text of the LTI Plan is an exhibit to the Company’s Form 8-K Report filed April 5, 2016.

The following summarizes the Compensation Committee’s currenthistoric practice in implementing the LTI Plan.Plan each year. Performance iswas measured over three-year Performance Periods.performance periods. The performance measuresgoals currently used are Adjusted Net Income From Operationswere adjusted income from operations and Revenue.revenue. At the beginning of each Performance Period,three-year performance period, the Compensation Committee determinesdetermined (i) performance goals for each of the three years in the Performance Periodperformance period and (ii) the Payoutpayout opportunities for each Senior Executiveexecutive officer and other senior officers to earn incentive compensation as a percentage of the Senior Executive’shis or her average annual base salary over the

three-year period. Under the matrices associated with each three-year performance period, achievement of the performance goals at less than target for that year would result in a decreasing payout earned and, if achievement failed to meet the minimum performance goals for that year, the participant would not earn any payout under the LTI Plan for that year. Following the end of each three-year Performance Period,performance period, the Company averageswould average achievement in the three years compared to performance goals and comparescompare the result to Targettarget achievement to determine the Payoutpayout earned, which is then would be paid in common stock. In February 2022, the Compensation Committee made determinations regarding the achievement of 2021 performance goals and payouts under the 2019-2021 LTI Plan, which completed the performance period and awards under the 2019-2021 LTI Plan.

Pursuant

Due to the general uncertainty that persisted when the 2021-2023 LTI Plan and the 2022-2024 LTI Plan would have been adopted and the challenges in developing a three-year forecast for an LTI Plan for the relevant performance periods, the Compensation Committee did not adopt an LTI Plan for either of the three-year performance periods of 2021-2023 or 2022-2024. Instead, the Compensation Committee granted deferred stock awards in February 2021 and in February 2022 with view that these awards accomplish similar compensation-related purposes as the LTI Plans for those years. Specifically, the Compensation Committee believed that the deferred stock awards incorporated elements of the long-term incentives provided by the LTI Plan on March 20, 2017through the vesting period, provided meaningful incentives for Company performance generally over that vesting period (which in turn would drive stock price appreciation), and allowed the necessary flexibility in incentivizing performance that fixed performance criteria could not. For 2022, the Compensation Committee determined to increase the vesting period of the deferred stock awards from three years to four years in order to emphasize long-term Company performance and stock price appreciation. The Compensation Committee determined the size of the deferred stock awards in 2022 by reference to the target opportunity that the executive officers would have had under the 2022-2024 LTI Plan had it been adopted, which was for Mr. Sampson, 35% of his base salary at target, and for Mr. Dehmer, 25% of his base salary at target.

Based upon these factors, in February 2022, the Compensation Committee granted 4,000 shares of deferred stock to Mr. Sampson and 2,400 shares of deferred stock to Mr. Dehmer. These deferred stock awards were granted from the Company’s Board established Payout opportunities for the NEOs named below under the 2017 to 2019 LTI Plan. The following table shows the value of Payouts that may be earned byStock Plan and will vest in equal 25% increments on each of the NEOs under the 2017-2019 LTI Plan based upon the Company’s average achievement in eachfour anniversaries of the three years compared to the Target and Maximum goals for each of the three years. Under the matrices associated with the 2017 – 2019 Performance Period, achievement of the Performance Goals at less than Target results in a decreasing level of long term compensation and, if achievement fails to meet the minimum performance goals, the Named Executive Officer will not be entitled to any payment under the LTI Plan.

Retirement Plan. The Company has established a 401(k) Plan. The Named Executive Officers may participate in the 401(k) Plan on the same basis as all other employees of the Company. The Company currently makes matching contributions of Company common stock equal to 50% of the first 6% of each employee’s contribution to the 401(k) Plan from his or her compensation.grant date.

Summary Compensation Table.Hedging, Pledging and Insider Trading Policies.

The following table presentsWe have adopted a robust insider trading policy that applies to all Canterbury employees (including executive officers) and our directors. While this policy does not specifically prohibit hedging transactions (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds), employees and directors are prohibited from short selling our stock and are strongly advised to hold any stock purchased in the compensation earnedopen market for servicesa minimum of six months. Additionally, the policy strongly discourages using Canterbury stock in all capacities during 2017any margin transaction, whether for the purchase of Canterbury stock or any other securities, and 2016 by (i) our Chief Executive Officer, Randall D. Sampson and (ii) the two next most highly compensated executive officersbuying or selling puts or calls on Canterbury stock. We believe these aspects of our Company whose total compensation was at least $100,000 in 2017 (together referred to asinsider trading policy have the effect of limiting hedging or pledging of our “Named Executive Officers”).securities.

Employment Arrangements with Named Executive Officers and Post-Employment Compensation.

As part of its review of competitive pay practices and in order to align the interests of our executive officers with those of its shareholders, on March 17, 2022, the Compensation Committee recommended, and the Board of Directors approved, a letter agreement relating to severance and change in control benefits (the “Letter Agreement”) and approved Canterbury entering into the Letter Agreement with each of Messrs. Sampson and Dehmer, which will be in identical form.

The Letter Agreement provides that if the executive officer’s employment is terminated without Cause (other than during the 12-month period following a Change in Control), the executive will be entitled to payments of the executive officer’s regular base salary for a period of six months. The executive officer will also be paid the average of the short-term annual cash incentive bonus amounts the executive received with respect to the three complete calendar years prior to the date of his termination. The short-term incentive bonus amount will be paid in six equal installments consistent with the Company’s regular payroll practices. We also will pay a portion of the premiums for continued health, dental and group life insurance until the earlier of six months from the date COBRA coverage begins or date COBRA coverage otherwise terminates.

Under the Letter Agreements, if a Change in Control occurs, but the executive officer’s employment is not terminated within 12 months of the Change in Control, the executive is not entitled to any payment or benefit. Accordingly, the Letter Agreement is a “double trigger” arrangement requiring both a change of control and a qualifying termination of employment.

The Letter Agreements provide that if a Change in Control occurs and within 12 months of the Change in Control the executive officer’s employment is terminated by us without Cause or by the executive for Good Reason, we must pay the executive a cash severance payment. The severance payment is payable within sixty days of the date of termination and will be equal to 100% of the sum of the executive’s annual base salary and his Target Bonus in effect on such date (without giving effect to any reduction that results in the executive’s termination for Good Reason). The Target Bonus is the cash amount under all of our short-term annual incentive compensation plans in which the executive participates, waiving any condition precedent to the payment to the executive and assuming that the performance goals for the period were achieved at the 100% level. We will pay a portion of the premiums for continued health, dental and group life insurance until the earlier of 12 months from the date COBRA coverage begins or the date COBRA coverage otherwise terminates.

Additionally, immediately prior to a Change in Control, all equity awards held by the executive, other than equity awards subject to performance criteria or goals and any options granted under the Employee Stock Purchase Plan, will vest in full and all restrictions on such awards will lapse.

These salary continuation and Change in Control benefits are conditioned upon the executive officer’s execution of a general release and compliance with a restrictive covenants agreement. Further, in the event that the vesting of options upon a Change in Control, together with all other payments or benefits provided by the Letter Agreement, would result in all or a portion of such amount being subject to excise tax then the executive will be entitled to either the full amount of the payments or value of benefits under the Letter Agreements or such lesser amount as determined by us that would result in no portion of the payment being subject to excise tax, whichever results in the receipt by the executive officer of the greatest amount on an after-tax basis.

Additionally, if the amounts payable under the Letter Agreements would be subject to the requirements of Section 409A of the Internal Revenue Code, we may amend the Letter Agreements as it may determine, including to delay the start of any payment as provided in the Letter Agreements, amend the definition of Change in Control, and amend the definition of disability. In the event any such payment is so delayed, the amount of the first payment to the executive officer will be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided.

Other Compensation.

We do not have any employment agreements with any ofpay our executive officers, each of whom serves “at will.” Additionally, we do not have any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to the Named Executive Officer at, following, or in connection with any termination or change-in-control.

Other Compensation.

The Company does not pay its executive officers compensation other than as described above. In particular the Company doeswe do not provide for personal benefits or perquisites (“perks”) as a significant element of compensation of the Named Executive Officers, in particular, or employees of the Company generally.

Summary Compensation Table.

The following table presents the compensation earned for services in all capacities during 2022 and 2021 by (i) our President and Chief Executive Officer, Randall D. Sampson and (ii) our Senior Vice President of Finance and Chief Financial Officer, Randy J. Dehmer (together referred to as our “Named Executive Officers”).

Outstanding OptionEquity Awards at December 31, 2017Fiscal Year-End.

The following table sets forth certain information concerning outstanding equity awards held by Named Executive Officers as of December 31, 2022. No option awards were outstanding to ourthe Named Executive Officers.Officers as of December 31, 2022.

Pay Versus Performance.

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer, or PEO, and Non-PEO named executive officer, or Non-PEO NEO, and Company performance for the years listed below. Our PEO is Randall D. Sampson. We have one Non-PEO NEO, which is Randy J. Dehmer, our Chief Financial Officer.

The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Year-end fair values were determined based on the same methodology used for grant date fair value purposes. Deferred stock was valued based on the closing stock price on the relevant measurement date. Stock awards under the 2019-2021 LTI Plan were valued using a fair value per share determined using a Monte Carlo model run on the relevant measurement date. Following the measurement date, the final dollar amount payout determined by the Compensation Committee and the stock price at that time determined the number of shares issued.

Relationship Disclosure to Pay Versus Performance Table

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following descriptions of the relationships between information presented in the Pay Versus Performance table.

The charts below show, for the past two years, the relationship between the compensation actually paid (CAP) to our PEO and the compensation actually paid (CAP) to our non-PEO NEO to (i) the Company’s cumulative TSR; and (ii) the Company’s net income.

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

DIRECTOR COMPENSATION

Cash Compensation.

Each non-employee director receives a cash retainer paid at the annual rate of $30,000 for service as a director. In addition, non-employee directors receive compensation for service on Board committees. Members of the Audit Committee receive a cash retainer paid at the annual rate of $8,000,$8,000. Members of the Compensation Committee and the Chair of the AuditGovernance Committee receives an additionalreceive a cash retainer paid at the annual rate of $4,000. MembersThe chairs of the Compensation Committeeeach committee receive aan additional annual cash retainer paid at the annual rate of $4,000, and the Chair of the Compensation Committee$4,000. The lead independent director also receives an additional retainer paid at the annual ratecash retainer of $4,000. In addition, in recognition of their additional responsibilities and duties,For 2022, Carin J. Offerman was the Chair and Vice-Chair receive, respectively, monthly payments of $2,083 and $1,583 for their service in these respective capacities.lead independent director.

Equity Compensation.

Non-employee members of our Board receive equity compensation pursuant to the terms of the Company’s Stock Plan. Under the Stock Plan, the BoardCompensation Committee has the authority to determine prior to each annual meeting of shareholders the equity compensationawards to be paidissued to each non-employee director elected or re-elected at such annual meeting, including (1) whetherthe form of the equity compensation, should be in the form of an award of restricted stock, or deferred stock, or an award of non-qualified stock options (NQSOs), or any combination of these, and (2) the number of shares covered by the award or awards. Any awards of deferred stock, restricted stock, or NQSOs, or any combination of these, become effective and are paid to those individuals elected or re-elected as non-employee directors atThe grant date for the award is the annual meeting of shareholders following the BoardCompensation Committee’s determination. AnyThe Stock Plan specifies the terms of the award. In the case of deferred stock awards, the award will not vest unlessone year after the date of grant, provided that the non-employee director continues to serve as a directormember of the Board until the next following annual meeting of shareholders, and resale of the restricted stock, stock issued under a restricted stock or deferred stock award, or shares acquired upon exercise of the NQSOson vesting may not occur until two years afterbe sold before the second anniversary of the date of grant, unless otherwise determined by the annual meetingBoard. Under this provision of the Stock Plan, the Compensation Committee approved a grant of $30,000 of deferred stock to the non-employee directors elected at the 2022 Annual Meeting, which the awards were granted. Pursuant to Board action on June 7, 2017,Ms. Bausch, Mr. Chronister, Mr. Himle and Ms. Offerman. Accordingly, each non-employee directorof these directors received an award of 2,8161,378 shares of restricteddeferred stock on June 7, 2017.2, 2022, which will vest on the date of this Annual Meeting and will be delivered one year from the vesting date.

In connection with the election of Messrs. Ahn and Schramm to the Board on October 5, 2022, the Compensation Committee granted each new director a pro-rata award of 859 shares of deferred stock. The deferred stock award will vest on the date of this Annual Meeting and will be delivered until one year from the vesting date.

In March 2022, the Compensation Committee determined that each non-employee director elected or re-elected at this Meeting will receive an award of deferred stock, with the number of underlying shares equal to $30,000 divided by the fair market value of our common stock on the grant date. The deferred stock will have the same vesting and delivery terms as the deferred stock granted in connection with the 2022 Annual Meeting.

20172022 Director CompensationCompensation..

The following table presents the cash and other compensation paid by us to each non-employee member of our Board of Directors in 2017:2022:

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Since the beginning of 2017,2022, we have not entered into any transaction, and there are no currently proposed transactions, in which we were or are to be a participant and in which any related person had or will have a direct or indirect material interest.

Our Audit Committee Charter provides that the Audit Committee is responsible for reviewing, approving and providing oversight in regard to related party transactions. Our Code of Conduct also prohibits our employees, including our executive officers, and our directors from engaging in conflict of interestconflict-of-interest transactions, certain of which may also be transactions in which we and a related person has or will have a direct or indirect material interest. By its charter, the Audit Committee is empowered to periodically review the Code of Conduct, as well as any other programs established to monitor compliance with any codes of conduct or business ethics policies established in the future.

While we do not have a written policy regarding the standards to be applied by our Audit Committee in reviewing conflict of interest transactions, Minnesota law establishes a procedure to be applied to such transactions which focuses on full disclosure of all of the material facts of the transaction to the Audit Committee, approval of the transaction by disinterested directors, and a showing that the transaction was fair and reasonable to the Company at the time it was authorized, approved, or ratified. We believe the Audit Committee would apply these same standards to any potential transaction in which the Company was a participant and in which any related person had or would have a direct or indirect material interest.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that executive officers and directors and beneficial holders of 10% or more of our securities file reports of their beneficial ownership with the Securities and Exchange Commission on Forms 3, 4 and 5. According to our records, during 2017, (and prior to that as noted below) all filings were timely, except (1) Mr. Kennedy filed his Form 3 on November 8, 2017, though it was due on June 30, 2017; (ii) Forms 4 were not timely filed with respect to June 28, 2016 grants of 2,882 shares of restricted stock to each of C.A. Sampson, D. Schenian, B. Dahlberg, P. Cruzen and C. Offerman as partial compensation for service as a director; and (iii) Randall Sampson was not timely in reporting the 2014 issuance of a deferred stock award or subsequent share withholding for tax purposes in 2015, 2016, and 2017 relating to vesting of the deferred stock award. All required filings have been made. According to our records, all other required beneficial holder’s reports have been timely filed.OTHER INFORMATION

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any of this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information about issuers, including the Company, who file electronically with the SEC. The address of that site is www.sec.gov.

Investors may also consult the Company’s website, www.canterburypark.com, for more information about the Company. Information presented on these websites is not incorporated by reference into this proxy statement.

OTHER INFORMATION

Shareholder Proposals and Nominees for 20192024 Annual Meeting.

The proxy rules of the Securities and Exchange Commission permit our shareholders, after timely notice to us, to present proposals for shareholder action in our proxy statement where these proposals are consistent with applicable law, pertain to matters appropriate for shareholder action and are not properly omitted by Company action in accordance with the Commission’s proxy rules. The next annual meeting of the shareholders of Canterbury Park Holding Corporation is expected to be held on or about June 5, 20196, 2024 and proxy materials in connection with that meeting are expected to be mailed on or about April 23, 2019.19, 2024. Shareholder proposals prepared in accordance with the Commission’s proxy rules must be received at our corporate office, 1100 Canterbury Road, Shakopee, Minnesota 55379, Attention: President, by December 24, 2018,21, 2023, in order to be considered for inclusion in the Board of Directors’ Proxy Statementproxy statement and proxy card for the 20192024 Annual Meeting of Shareholders. Any such proposals must be in writing and signed by the shareholder.

Our Bylaws establish an advance notice procedure with regard to (i) business shareholders may wish to present directly at an annual meeting of our shareholders and (ii) the nomination by shareholders of candidates for election as directors. Any shareholder wishing to raise an item of proper business or a nominee directly at an annual meeting must timely comply with the procedural and content requirements of our Bylaws.

Properly Brought Business. Our Bylaws provide that at the annual meeting only such business may be conducted as is of a nature that is appropriate for consideration at an annual meeting and has been either specified in the notice of the meeting, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a shareholder who has given timely written notice to the Secretary of the Company of that shareholder’s intention to bring that business before the meeting. To be timely, the notice must be given by the shareholder to the Secretary of the Company not less than 45 days nor more than 75 days prior to a meeting date corresponding to the previous year’s annual meeting. Notice relating to the conduct of such business at an annual meeting must contain certain information as described in Section 2.92.09 of our Bylaws, which are available for inspection by our shareholders at our principal executive offices pursuant to Section 302A.461, subd. 4 of the Minnesota Statutes. Nothing in the Bylaws precludes discussion by any shareholder of any business properly brought before the annual meeting in accordance with our Bylaws.

Shareholder Nominations.Our Bylaws provide that a notice of proposed shareholder nominations for the election of directors must be timely given in writing to the Secretary of the Company prior to the meeting at which directors are to be elected. To be timely, the notice must be given by a shareholder to the Secretary of the Company not less than 45 days nor more than 75 days prior to a meeting date corresponding to the previous year’s annual meeting. The notice to us from a shareholder who intends to nominate a person at the meeting for election as a director must contain certain information as described in Section 3.73.06 of our Bylaws, which are available for inspection by shareholders as described above. If the presiding officer of a meeting of shareholders determines that a person was not nominated in accordance with the foregoing procedure, that person would not be eligible for election as a director.

In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules (once effective) under the Exchange Act, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-9 under the Exchange Act no later than April 2, 2024, which is 60 days prior to the anniversary date of the 2023 Annual Meeting.

Annual Report.

For its Annual Report to Shareholders for 2017,2022, the Company is providing its Annual Report on Form 10-K for its fiscal year ended December 31, 20172022 as filed with the Securities and Exchange CommissionSEC in connection with paper and electronic deliveries of this proxy statement, and it is also available athttp://canterburypark.investorroom.com/sec-filings. on the “Investors” section of our website at www.canterburypark.com under “SEC Filings.” Shareholders may also request our 20172022 Annual Report on Form 10-K as filed with the Securities and Exchange Commission by writing to the Secretary of the Company at our address on the first page of this Proxy Statement.proxy statement.

Householding of Proxy Materials.

Registered and street name shareholders who reside at a single address receive only one annual report and proxy statement at that address unless a shareholder provides contrary instructions. This practice is known as “householding” and is designed to reduce duplicate printing and postage costs. However, if a shareholder wishes in the future to receive a separate annual report or proxy statement, he or she may contact the Company in writing at 1100 Canterbury Road, Shakopee, Minnesota 55379. Shareholders can request householding if they receive multiple copies of the annual report and proxy statement by contacting the Company at the address above.

Other Matters.

Management knows of no other matters that will be presented at this 20182023 Annual Meeting of Shareholders. If any other matters are properly presented at the meeting, it is intended that the shares represented by the proxies in the accompanying form will be voted in accordance with the judgment of the persons named in the proxy.

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Table of the Board of Directors,

Randall D. Sampson
President and Chief Executive Officer

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Contents

 

 

 

 

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Table of Contents