CANTERBURY PARK HOLDING CORPORATION (NASDAQ:CPHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CANTERBURY PARK HOLDING CORPORATION (NASDAQ:CPHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) On June 7, 2017, the shareholders of Canterbury Park Holding
Corporation (the Company) at their Annual Meeting of Shareholders
(the Annual Meeting) approved amendments to the Companys Stock
Plan that (i) increased the number of shares of common stock that
may be acquired to awards granted under the Stock Plan from
1,450,000 to 1,650,000 shares; (ii) extended the expiration date
to award Incentive Stock Options under the Stock Plan to June 1,
2027; and, (iii) amended the Stock Plan to permit discretionary
equity awards in the form of deferred stock to non-employee
directors. A copy of the Stock Plan as amended June 7, 2017 is
attached as Exhibit 10.5.

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

On June 7, 2017, the Company held its Annual Meeting at 1100
Canterbury Road, Shakopee, Minnesota 55379. At the close of
business on April 12, 2017, the record date for the Annual
Meeting, a total of 4,358,885 shares of Common Stock, par value
$0.01 per share (the Common Stock), of the Company were
outstanding. At the Annual Meeting, 4,109,257 shares, or
approximately 94.3% of the outstanding shares of Common Stock,
were represented by proxy or in person and, therefore, a quorum
was present at the Annual Meeting. Each of the proposals
presented in the Notice of the Annual Meeting was approved, and
each of Boards recommended director nominees were elected by a
vote of the shareholders. Shares were voted at the Annual Meeting
on the matters submitted to a vote of the shareholders as
follows:

Proposal 1 Election of directors.

Votes For Votes Withheld
Curtis A. Sampson 2,878,111 254,851
Dale H. Schenian 2,875,545 257,417
Randall D. Sampson 2,889,773 243,189
Burton F. Dahlberg 3,009,834 123,128
Carin J. Offerman 3,008,252 124,710

Proposal 2 Approval of amendments to the Companys Stock
Plan described in Item 5.02(e) above.

Votes For Votes Against Abstentions
2,037,371 1,092,689 2,902

Proposal 3 Ratification of the appointment of Wipfli LLP
as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017.

Votes For Votes Against Abstentions
4,091,462 14,228 3,567

Item 8.01Other Events

On June 7, 2017, the Companys Board of Directors appointed
continuing director Dale H. Schenian to the Boards Audit
Committee. Mr. Schenian succeeds the former Audit Committee
Chair, Patrick R. Cruzen, who concluded 15 years of Board and
Committee service on June 7. The other members of the Audit
Committee are Carin J. Offerman, who serves as the Board
designated audit committee financial expert, and Burton F.
Dahlberg, who was appointed Chair of the Committee.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description
10.5 Canterbury Park Stock Plan, as amended through June 7, 2017
to shareholder action reported under Items 5.02(e) and 5.07
above.


About CANTERBURY PARK HOLDING CORPORATION (NASDAQ:CPHC)

Canterbury Park Holding Corporation conducts pari-mutuel wagering operations and hosts unbanked card games at its Canterbury Park Racetrack and Card Casino facility in Shakopee, Minnesota. The Company’s pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack and year-round wagering on races held at out-of-state racetracks that are televised simultaneously at the Racetrack. The Company operates through three segments: horse racing, Card Casino, and food and beverage. The Company’s horse racing segment represents operations related to pari-mutuel wagering on simulcast and live horse races. The Card Casino segment represents the Company’s unbanked card operations. The Company’s food and beverage segment includes both concessions and catering and events services provided at the Racetrack. The Card Casino offers tableside menu service around the clock.