cphc20221005

cphc20221005_8k.htm

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): October 5, 2022

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)

Securities registered pursuant Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	CPHC	Nasdaq

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))

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

On October 5, 2022, the Board of Directors of the Company elected Peter W. Ahn and Damon E. Schramm to the Company’s Board of Directors. The election of Messrs. Ahn and Schramm is the result of the Board succession planning process overseen by the Governance Committee and the previously announced director recruitment process led by the Governance Committee, which had the goal of enhancing the gaming, real estate and other expertise relevant to the Company’s business and strategic direction and enhancing the diversity of the Board.

Following the election of Messrs. Ahn and Schramm, the Board of Directors is comprised of seven directors. Also, on October 5, 2022, Mr. Ahn was appointed to the Company’s Audit Committee to serve with directors Mark Chronister (Chair), Carin J. Offerman, and John S. Himle, and Mr. Schramm was appointed to the Company’s Compensation Committee to serve with directors Carin J. Offerman (Chair), Maureen H. Bausch, and Mark Chronister.

Each of Messrs. Ahn and Schramm is an “independent director” under the Nasdaq Listing Rules and meets the further independence criteria applicable to the Audit Committee and Compensation Committee, respectively. Mr. Ahn also is “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Neither Mr. Ahn nor Mr. Schramm have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

On October 6, 2022, the Company announced the election of Messrs. Ahn and Schramm by the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d.) Exhibits

99.1	Press release issued by Canterbury Park Holding Corporation on October 6, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 6, 2022	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

Exhibit 99.1

CANTERBURY PARK ADDS TWO MEMBERS TO BOARD OF DIRECTORS

Peter Ahn and Damon Schramm Bring Extensive

Corporate Governance and Gaming Experience to Company

Appointments Increase Size of Board of Directors to Seven Members

Shakopee, MN – October 6, 2022 – Canterbury Park Holding Corporation (NASDAQ: CPHC) (“Canterbury Park” or the “Company”) announced today that Peter Ahn and Damon Schramm have been appointed to the Company’s Board of Directors, effective October 5, 2022. The appointment of Mr. Ahn and Mr. Schramm to Canterbury Park’s Board of Directors increases the size of the Board to seven members, six of whom are considered independent directors under NASDAQ rules. Mr. Ahn will serve on the Board’s Audit Committee. Mr. Schramm will serve on the Board’s Compensation Committee.

Peter Ahn currently serves as Chief Financial Officer of Hemisphere Companies, a private investment firm he co-founded in 2001. Hemisphere invests across a variety of industries, including restaurants, casinos, entertainment, and retail, among others, managing the entire lifecycle of its portfolio companies from creation to sale. Prior to establishing Hemisphere Companies, he served as an investment banker with Dain Rauscher (now part of RBC Capital Markets) and Jefferies and Co., with a primary focus on the casino industry. Mr. Ahn brings to Canterbury Park extensive governance experience, having served on the boards of directors for each of Hemisphere’s companies. He also served on the boards at Macalester College, the Blake School and the Lake Country School, all of which are located in Minneapolis and St. Paul. He holds a BA in Economics from Macalester College and an MBA in Strategic Management from the University of Minnesota.

Damon Schramm currently serves as Vice President of Legal for Togetherwork where he oversees all the private technology company’s legal affairs, advising business partners and executives on corporate transactions, mergers and acquisitions, compliance, data privacy, and employment matters. Prior to Togetherwork, Mr. Schramm was General Counsel for KASA Holdings, a private equity and holding company operating across the internet, technology and e-commerce sectors. In that role, he provided guidance on mergers and acquisitions, investments, contracts, due diligence and corporate development. He also practiced corporate and gaming law at Lathrop GPM and served as Chief Legal Officer and Secretary for Waitr Inc. and BiteSquad.com, LLC (a public technology company), as well as Senior Vice President, General Counsel and Secretary for Evine Live (a public digital and media company), and Vice President, General Counsel and Secretary for Lakes Entertainment (a public casino gaming company). Mr. Schramm brings to Canterbury Park gaming industry experience as well as mergers & acquisitions, corporate governance, and legal expertise, having served as corporate secretary for three public companies. He has served as an adjunct professor and lecturer in business law. He holds a BA from the University of Minnesota – Duluth and a JD from William Mitchell College of Law. He is working towards a Masters of Law in Securities and Financial Regulation from Georgetown University Law Center.

Randy Sampson, Executive Chairman of the Board, President, and Chief Executive Officer of Canterbury Park, commented on Mr. Ahn’s and Mr. Schramm’s appointments, “We are delighted to welcome Peter Ahn and Damon Schramm to the Board of Directors of Canterbury Park. Collectively, they bring to our Company extensive gaming industry knowledge and corporate governance expertise which we believe make them ideal members of our expanded Board. We look forward to benefiting from their counsel and expertise as we continue to grow our Card Casino and racing businesses while further unlocking shareholder value through the ongoing development of Canterbury Commons. In addition, as we continue to review potential growth opportunities in the gaming and entertainment sectors, Peter and Damon will bring informed perspectives which will serve our shareholders well.”

About Canterbury Park

Canterbury Park Holding Corporation (Nasdaq: CPHC) owns and operates Canterbury Park Racetrack and Card Casino in Shakopee, Minnesota, the only thoroughbred and quarter horse racing facility in the State. The Company generally offers live racing from May to December. The Card Casino hosts card games 24 hours a day, seven days a week, dealing both poker and table games. The Company also conducts year-round wagering on simulcast horse racing and hosts a variety of other entertainment and special events at its Shakopee facility. The Company is also pursuing a strategy to enhance shareholder value by the ongoing development of approximately 140 acres of underutilized land surrounding the Racetrack that was originally designated for a project known as Canterbury Commons™. The Company is pursuing several mixed-use development opportunities for the remaining underutilized land, directly and through joint ventures. For more information about the Company, please visit www.canterburypark.com.

Cautionary Statement

From time to time, in press releases and in other communications to shareholders or the investing public, Canterbury Park Holding Corporation may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans based on management's beliefs and assumptions. These forward-looking statements are typically preceded by the words such as "believes," "expects," "anticipates," "intends" or similar expressions. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties, including those disclosed in our periodic filings with the Securities and Exchange Commission, which could cause actual performance, activities, future dividends or plans after the date the statements are made to differ significantly from those indicated in the forward-looking statements when made.

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Investor Contacts:

Randy Dehmer

Senior Vice President and Chief Financial Officer

Canterbury Park Holding Corporation

Richard Land, Jim Leahy

JCIR

212-835-8500 or [email protected]

952-233-4828 or [email protected]

Media Contact:

Jeff Maday

Media Relations Manager

Canterbury Park Holding Corporation

952-292-7524 or [email protected]