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~~March 520, ~~2025~~2026

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~~02 Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On2026 ~~June 5, 2025, Canterbury Park Holding Corporation (the “Company”) held its 2025~~ Annual ~~Meeting~~Base 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:Salaries

~~Proposal~~On ~~1 —~~March To20, ~~elect~~2026, ~~seven~~the ~~directors~~Compensation Committee of the Board of Directors of Canterbury Park Holding Corporation (the “Company”) torecommended, ~~hold~~and ~~office~~the ~~until~~Board of Directors approved, increases in the ~~next~~annual ~~Annual~~base ~~Meeting~~salaries of ~~Shareholders~~Randall orD. ~~until~~Sampson, ~~their~~President ~~respective~~and ~~successors~~Chief ~~have~~Executive ~~been~~Officer, ~~elected~~and Randy J. Dehmer, Chief Financial Officer. For 2026, Mr. Sampson’s annual base salary will be increased by 3% to $347,606 and ~~qualified~~Mr. Dehmer’s annual base salary will be increased by 2.5% to $280,988, effective March 29, 2026.

	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

Adoption of 2026 Annual Bonus Plan

~~Proposal~~The ~~2 —~~Company Tohas ~~ratify~~adopted ~~and~~the ~~approve~~Canterbury Park Holding Corporation Annual Incentive Plan (the ~~appointment~~“Annual Bonus Plan”), which is a comprehensive framework pursuant to which opportunities for incentive compensation generally covering periods of ~~Wipfli~~one ~~LLP~~year asor less can be awarded the Company’s ~~independent~~executive ~~registered~~officers, ~~public~~other ~~accounting~~senior ~~firm~~executives ~~for~~and other employees of the ~~fiscal year~~Company. ~~ending~~Further ~~December 31~~information regarding the Annual Bonus Plan is provided in and the text of the Annual Bonus Plan is an exhibit to the Company’s Current Report on Form 8-K dated April 5, ~~2025~~2016, which is incorporated herein by reference.

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

On March 20, 2026, the Compensation Committee recommended, and the Board of Directors adopted, 2026 performance goals under the Annual Bonus Plan and granted cash incentive pay opportunities (referred to as “Incentive Awards”) under the Annual Bonus Plan to the Company’s eligible employees, which include Mr. Sampson and Mr. Dehmer.

~~Proposal~~Payouts ~~3 —~~of ToIncentive ~~cast~~Awards awill ~~non-binding~~be ~~advisory~~based ~~vote~~on ~~approving~~the ~~executive~~Company’s ~~compensation~~2026 financial performance compared to two performance goals established by the Compensation Committee and the Board of Directors, which are adjusted income from operations for 2026 and consolidated revenue for 2026, weighted 70% and 30%, respectively. Adjusted income from operations (AIFO) is income from operations, calculated in accordance with U.S. generally accepted accounting principles (GAAP), adjusted to exclude certain extraordinary, unusual or other amounts as determined by the Compensation Committee. Revenue will be calculated in accordance with GAAP.

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

On March 20, 2026, the Compensation Committee also recommended, and the Board of Directors also approved, minimum, target and maximum levels of performance for 2026 AIFO and revenue. Under matrices associated with the 2026 Annual Bonus Plan, achievement at less than the target level results in a decreasing bonus and, if achievement fails to meet the minimum performance level, the participants will earn no payout under their Incentive Awards for 2026. The total payout under any Incentive Award will not exceed 150% of target, even if the Company’s 2026 AIFO and revenue exceed the maximum level of performance.

~~Proposal~~Pursuant ~~4 —~~to Tothe ~~cast~~Annual aBonus ~~non-binding~~Plan, ~~advisory~~on ~~vote~~March on20, 2026, the ~~frequency~~Compensation Committee recommended, and the Board of ~~future~~Directors ~~non-binding~~approved, ~~advisory~~2026 ~~votes~~bonus onopportunities for Mr. Sampson and Mr. Dehmer, expressed as percentage of 2026 base salary based upon the Company’s achievement at target levels of each performance goal. The payout that the Company’s executive ~~compensation~~officers may earn at the target level of achievement as a percentage of their respective salaries as follows: Mr. Sampson, 45%, and Mr. Dehmer, 35%.

ONE YEAR	TWO YEARS	THREE YEARS	ABSTAIN	BROKER NON-VOTE
Item 9.01	Financial Statements and Exhibits
859,955	14,149	1,956,772	1,925	1,767,687
Exhibit No.	Description
10.1	Canterbury Park Holding Corporation Annual Incentive Plan (filed as Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by reference).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
Dated: March 26, 2026	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

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