UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 22, 2026
Winmark Corporation
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
| |
000-22012 | 41-1622691 |
(Commission File Number) | (I.R.S. Employer Identification Number) |
605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441
(Address of Principal Executive Offices) (Zip Code)
(763) 520-8500
(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:
☐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, no par value per share | WINA | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07Submission of Matters to a Vote of Security Holders
(a-b) At the Annual Shareholders meeting held on April 22, 2026, Winmark Corporation (the “Company”) submitted to vote of security-holders the following matters that received the indicated votes:
| 1. | Set the number of members of the Board of Directors at seven: |
FOR: | 3,137,000 |
AGAINST: | 8,484 |
ABSTAIN: | 3,902 |
BROKER NON-VOTE: | 0 |
| 2. | Election of Directors: |
| | | |
NOMINEE | FOR | WITHHOLD | BROKER NON-VOTE |
Brett D. Heffes | 2,976,305 | 56,755 | 116,326 |
Lawrence A. Barbetta | 2,975,914 | 57,146 | 116,326 |
Amy C. Becker | 2,963,646 | 69,414 | 116,326 |
Keith T. Credendino | 2,980,791 | 52,269 | 116,326 |
Philip I. Smith | 2,984,228 | 48,832 | 116,326 |
Gina D. Sprenger | 2,964,275 | 68,785 | 116,326 |
Percy C. Tomlinson, Jr. | 2,981,279 | 51,781 | 116,326 |
| 3. | Advisory vote to approve executive compensation: |
FOR: | 2,929,354 |
AGAINST: | 100,349 |
ABSTAIN: | 3,357 |
BROKER NON-VOTE: | 116,326 |
| 4. | Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2026 fiscal year: |
FOR: | 3,119,355 |
AGAINST: | 26,488 |
ABSTAIN: | 3,543 |
BROKER NON-VOTE: | 0 |
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.
WINMARK CORPORATION
co | | |
| WINMARK CORPORATION | |
| | |
Date: April 22, 2026 | By: | /s/ Anthony D. Ishaug |
| Anthony D. Ishaug | |
| Chief Financial Officer and Treasurer | |