Canterbury Park (CPHC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, to elect seven directors, ratify the appointment of Wipfli LLP as auditor, approve executive compensation, and determine the frequency of future say-on-pay votes.

• Shareholders of record as of April 10, 2025, are eligible to vote; 5,045,988 shares outstanding.

• Proxy materials and annual report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Four proposals: election of seven directors, ratification of Wipfli LLP as auditor, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay (Board recommends every three years).

• Shareholders may submit proposals for the 2026 meeting by December 26, 2025, and nominate directors following bylaw procedures.

Board of directors and corporate governance

• Board consists of seven members, with a combined Chair/CEO role and a lead independent director to facilitate communication.

• Six of seven directors are independent; three standing committees: Audit, Compensation, and Governance, all with independent members.

• Governance Committee emphasizes diversity and considers candidates from underrepresented groups.

• All directors attended at least 75% of meetings in 2024; strong attendance at annual meetings.