UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 3, 2021
Canterbury Park Holding Corporation
(Exact name of registrant as specified in its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
001-37858 | 47-5349765 | |
(Commission File Number) | (IRS Employer Identification No.) | |
1100 Canterbury Road, Shakopee, Minnesota | 55379 | |
(Address of Principal Executive Offices) | (Zip Code) |
(952) 445-7223
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act
Title of Each Class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value, $.01 per share | CPHC | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2021, the Company held its Annual Meeting at 1100 Canterbury Road, Shakopee, Minnesota 55379. At the close of business on April 7, 2021, the record date for the Annual Meeting, a total of 4,764,942 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company were outstanding. At the Annual Meeting, 4,149,362 shares, or approximately 87.1% of the outstanding shares of Common Stock, were represented by proxy or in person and, therefore, a quorum was present at the Annual Meeting. Shares were voted at the Annual Meeting on the matters submitted to a vote of the shareholders as follows:
Proposal 1 — To elect six directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.
FOR | WITHHELD | BROKER NON- VOTE | |||
Maureen H. Bausch | 3,102,970 | 24,904 | 1,021,488 | ||
Mark Chronister | 3,105,295 | 22,579 | 1,021,488 | ||
John S. Himle | 3,086,173 | 41,701 | 1,021,488 | ||
Carin J. Offerman | 3,089,488 | 38,386 | 1,021,488 | ||
Randall D. Sampson | 3,105,234 | 22,640 | 1,021,488 | ||
Dale H. Schenian | 3,089,109 | 38,765 | 1,021,488 |
Proposal 2 — to approve an amendment to the Canterbury Park Holding Corporation Employee Stock Purchase Plan to increase the number of shares authorized for issuance by 100,000 shares.
FOR | AGAINST | ABSTAIN | BROKER | |||
3,027,789 | 69,034 | 31,051 | 1,021,488 |
Proposal 3 — To ratify and approve the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
FOR | AGAINST | ABSTAIN | ||
4,114,955 | 2,513 | 31,894 |
As a result, the shareholders (i) elected each nominee as a director of the Company, (ii) approved an amendment to the Canterbury Park Holding Corporation Employee Stock Purchase Plan to increase the number of shares authorized for issuance by 100,000 shares, and (iii) ratified the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Item 8.01. Other Events.
On June 3, 2021, after the Company’s 2021 Annual Meeting of Shareholders, the Board Committees were reconstituted as follows:
Audit Committee
Mark Chronister, Chair
John S. Himle
Carin J. Offerman
Compensation Committee
Carin J. Offerman, Chair
Maureen H. Bausch
Mark Chronister
Governance Committee
John S. Himle, Chair
Maureen H. Bausch
Carin J. Offerman
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CANTERBURY PARK HOLDING CORPORATION | ||
Dated: June 8, 2021 | By: | /s/ Randall D. Sampson |
Randall D. Sampson | ||
President and Chief Executive Officer | ||