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 5, 2025

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 5, 2025, Canterbury Park Holding Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders at 1100 Canterbury Road, Shakopee, Minnesota 55379. At the close of business on April 10, 2025, the record date for the Annual Meeting, a total of 5,045,988 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company were outstanding. At the Annual Meeting, 4,600,488 shares, or approximately 91.2% of the outstanding shares of Common Stock, were represented by proxy or in person. Shares were voted at the Annual Meeting on the matters submitted to a vote of the shareholders as follows:

Proposal 1 — To elect seven directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.

	FOR	WITHHELD	BROKER NON-VOTE
Peter Ahn	2,757,481	75,320	1,767,687
Maureen H. Bausch	2,456,352	376,449	1,767,687
Mark Chronister	2,404,984	427,817	1,767,687
John S. Himle	2,398,084	434,717	1,767,687
Carin J. Offerman	2,819,104	13,697	1,767,687
Randall D. Sampson	2,819,104	13,697	1,767,687
Damon E. Schramm	2,407,268	425,533	1,767,687

Proposal 2 — To ratify and approve the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR		AGAINST		ABSTAIN
4,595,342		284		4,862

Proposal 3 — To cast a non-binding advisory vote approving executive compensation.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
2,760,678		70,942		1,181		1,767,687

Proposal 4 — To cast a non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation.

ONE YEAR	TWO YEARS	THREE YEARS		ABSTAIN		BROKER NON-VOTE
859,955	14,149	1,956,772		1,925		1,767,687

As a result, the Company’s shareholders (i) elected each nominee as a director of the Company, (ii) ratified the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, (iii) casted a non-binding advisory vote approving the compensation of the Company’s named executive officers, and (iii) casted a non-binding advisory vote in favor of conducting future Say-on-Pay votes on a triennial basis, as described in the Company’s proxy statement for the 2025 Annual Meeting of Shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CANTERBURY PARK HOLDING CORPORATION

Dated: June 10, 2025	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

Canterbury Park Holding Corp 8-K