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): May 30, 2013
Canterbury Park Holding Corporation
(Exact name of registrant as specified in its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
| 001-31569 | 41-1775532 |
| (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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 30, 2013, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). Of the 4,150,285 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, 3,909,338 shares or 94.2% were present either in person or by proxy.
The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the final results of the votes cast at the meeting:
| 1. | Election of seven directors to serve until the 2014 Annual Meeting of Shareholders. |
| Nominee | For | Withhold | Broker Non-Vote |
| Patrick R. Cruzen | 2,644,649 | 2,334 | 1,262,355 |
| Burton F. Dahlberg | 2,645,371 | 1,612 | 1,262,355 |
| John L. Morgan | 2,645,720 | 1,263 | 1,262,355 |
| Carin J. Offerman | 2,644,769 | 2,214 | 1,262,355 |
| Curtis A. Sampson | 2,516,818 | 130,165 | 1,262,355 |
| Randall D. Sampson | 2,514,636 | 132,891 | 1,262,355 |
| Dale H. Schenian | 2,515,636 | 131,347 | 1,262,355 |
| 2. | Ratification and approval of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. |
| For | Against | Abstain | Broker Non-Vote |
| 3,898,597 | 2,426 | 8,315 | None |
| 3. | Advisory approval of the Company’s executive compensation. |
| For | Against | Abstain | Broker Non-Vote |
| 2,636,679 | 9,191 | 1,113 | 1,262,355 |
| 4. | Advisory recommendation on the frequency of shareholder voting on executive compensation. |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
| 227,071 | 10,227 | 1,855,209 | 554,476 | 1,262,355 |
As a result, each nominee was elected as a director of the Company for a one-year term and proposals number 2 and 3 were approved.
With respect to Proposal 4, the non-binding advisory recommendation on the frequency of future executive compensation advisory votes, approximately 88.7% of the votes that indicated a preference voted in favor of holding the advisory vote every three years, which was the recommendation of the Company’s Board of Directors. The Board of Directors has not made a decision consider how frequently to hold future required advisory votes on executive compensation, but will consider the matter at a future Board meeting and disclose its decision in a future filing.
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: July 16, 2013 | By: | /s/ Randall D. Sampson |
| Randall D. Sampson Chief Executive Officer | ||