Canterbury Park : Management Change/Compensation - Form 8-K

On October 19, 2023, the Board of Directors of Canterbury Park Holding Corporation (the "Company") approved the adoption of the Compensation Recoupment Policy (the "Policy") with an effective date of October 2, 2023, in order to comply with the final rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended ("Rule 10D-1"), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 for the recovery of erroneously awarded compensation. The Policy will be administered by the Compensation Committee of the Board of Directors of the Company or, in the absence of such committee, the Board of Directors.

The Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (each, a "Covered Person") of the Company in the event of any required accounting restatement of the financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The recovery of such compensation applies regardless of whether a Covered Person engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Policy, the Company must recoup from the Covered Persons erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

The foregoing summary of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, a copy of which is attached hereto as Exhibit10.1, to this Current Report on Form 8-K and incorporated herein by reference.