Canterbury Park (NASDAQ: CPHC) adopts triennial executive pay votes

Rhea-AI Filing Summary

Canterbury Park Holding Corporation updated its prior report to explain how often it will hold future advisory votes on executive pay, known as Say-on-Pay votes. At the June 5, 2025 annual meeting, stockholders gave the most support to holding these advisory votes every three years.

Following that result, and in line with its Board of Directors’ recommendation, the company decided to conduct Say-on-Pay votes on a triennial basis. This triennial schedule will remain in place until the next required advisory vote on the frequency of Say-on-Pay, which is expected no later than the company’s 2031 annual stockholders’ meeting, or until the Board changes the frequency.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

Form 8-K/A date of report 06-05-25 true 0001672909 0001672909 2025-06-05 2025-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 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. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed by Canterbury Park Holding Corporation (the “Company”) to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2025 (the “Original 8-K”), solely to disclose the Company’s decision following its Annual Meeting of Stockholders held on June 5, 2025 (the “Annual Meeting”), as to the frequency of future non-binding stockholder advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”). Except as set forth herein, no modifications have been made to the Original Form 8-K.

Item 5.07.   Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on June 5, 2025, the Company’s stockholders cast the highest number of votes to recommend on an advisory basis that the Company’s future Say-on-Pay Votes be held triennially. In light of such vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Company has determined that it will hold future Say-on-Pay Votes on a triennial basis until the next required non-binding advisory vote regarding the frequency of Say-On-Pay Votes, which will occur no later than the Company’s Annual Meeting of Stockholders in 2031 or until the Board otherwise determines a different frequency of Say-on-Pay Votes.

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: October 17, 2025	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

FAQ

What did Canterbury Park Holding Corporation (CPHC) change in this 8-K/A filing?

Canterbury Park Holding Corporation updated its prior report to disclose its decision on how often to hold advisory Say-on-Pay votes. The amendment focuses only on the frequency of future non-binding stockholder votes on executive compensation following the 2025 annual meeting.

How often will Canterbury Park (CPHC) hold Say-on-Pay votes going forward?

Canterbury Park decided to hold Say-on-Pay votes on a triennial basis. This means stockholders will vote on executive compensation every three years, reflecting the highest level of support expressed in the advisory frequency vote at the June 5, 2025 annual meeting.

How did Canterbury Park (CPHC) stockholders vote on Say-on-Pay frequency in 2025?

At the June 5, 2025 annual meeting, Canterbury Park stockholders cast the highest number of votes in favor of holding Say-on-Pay votes triennially. This advisory outcome guided the Board’s decision to adopt a three-year schedule for future executive compensation votes.

How does the Canterbury Park (CPHC) Board’s recommendation align with stockholder preferences?

The Board of Directors recommended a triennial Say-on-Pay vote schedule, matching the option that received the highest stockholder support. By adopting a three-year frequency, the company aligned its executive pay voting cycle with the preference expressed in the 2025 advisory vote.

Until when is Canterbury Park’s triennial Say-on-Pay schedule expected to apply?

The triennial schedule will continue until the next required advisory vote on Say-on-Pay frequency, expected no later than the 2031 annual stockholders’ meeting. It may change earlier only if the Board determines a different frequency for these non-binding executive pay votes.

Are Canterbury Park (CPHC) Say-on-Pay votes binding on the company?

The Say-on-Pay votes and related frequency votes are expressly non-binding advisory votes. They provide stockholder feedback on executive compensation and preferred voting intervals, but the Board retains final decision-making authority on pay practices and how often these advisory votes occur.