Winmark shareholders back board slate at meeting

Winmark Corporation reported the results of its Annual Shareholders meeting held on April 22, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Winmark Corporation reported the results of its Annual Shareholders meeting held on April 22, 2026. Shareholders voted on several matters, each receiving strong support.

All seven director nominees received between 2,963,646 and 2,984,228 votes “for,” with relatively low “withhold” votes and 116,326 broker non-votes on each director item, indicating broad backing for the board.

Other proposals also passed comfortably, including one receiving 3,137,000 votes for, 8,484 against and 3,902 abstentions, another with 2,929,354 for and 100,349 against, and a further item with 3,119,355 for and 26,488 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Proposal vote 1: 3,137,000 for; 8,484 against; 3,902 abstain Director nominee votes (range): 2,963,646–2,984,228 for Proposal vote 2: 2,929,354 for; 100,349 against; 3,357 abstain +1 more

4 metrics

Proposal vote 1 3,137,000 for; 8,484 against; 3,902 abstain Shareholder proposal vote at April 22, 2026 meeting

Director nominee votes (range) 2,963,646–2,984,228 for For votes per director nominee; 116,326 broker non-votes

Proposal vote 2 2,929,354 for; 100,349 against; 3,357 abstain Shareholder proposal with 116,326 broker non-votes

Proposal vote 3 3,119,355 for; 26,488 against; 3,543 abstain Shareholder proposal without broker non-votes

Key Terms

Annual Shareholders meeting, broker non-vote, withhold, Nasdaq Global Market

4 terms

Annual Shareholders meeting financial

"At the Annual Shareholders meeting held on April 22, 2026, Winmark Corporation..."

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

broker non-vote financial

"FOR: 2,929,354 AGAINST: 100,349 ABSTAIN: 3,357 BROKER NON-VOTE: 116,326"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

withhold financial

"NOMINEE | FOR | WITHHOLD | BROKER NON-VOTE"

Nasdaq Global Market financial

"Common Stock, no par value per share | WINA | Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Winmark (WINA) announce in this 8-K filing?

Winmark reported voting results from its April 22, 2026 Annual Shareholders meeting. Several proposals were presented, and each received strong support based on the disclosed vote tallies, including high “for” votes and minimal opposition across items.

Were Winmark (WINA) director nominees elected at the 2026 meeting?

Yes. All seven director nominees were elected with strong support. Each nominee received roughly 2.96–2.98 million votes “for,” relatively low “withhold” votes, and 116,326 broker non-votes, indicating broad shareholder backing for the company’s board slate.

How strong was shareholder support on Winmark’s primary proposal?

One key proposal received 3,137,000 votes for, 8,484 against and 3,902 abstentions. This large margin between “for” and “against” votes suggests clear shareholder support for that matter at the April 22, 2026 Annual Shareholders meeting.

What were the vote results on another major Winmark (WINA) proposal?

Another proposal received 2,929,354 votes for, 100,349 against and 3,357 abstentions, with 116,326 broker non-votes. The substantial majority of “for” votes over “against” indicates the measure passed comfortably based on the disclosed voting figures.

Did any Winmark (WINA) proposal face significant opposition?

Based on the disclosed numbers, none of the proposals faced significant opposition. Even the item with the highest opposition still had 2,929,354 votes for versus 100,349 against, indicating shareholders generally supported management’s recommendations.

Who signed the Winmark (WINA) 8-K reporting the vote results?

The 8-K reporting the Annual Shareholders meeting vote results was signed on behalf of Winmark Corporation by Anthony D. Ishaug, who is identified in the filing as the company’s Chief Financial Officer and Treasurer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 05:08 PM

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:

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

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

Advisory vote to approve executive compensation:


FOR:	2,929,354
AGAINST:	100,349
ABSTAIN:	3,357
BROKER NON-VOTE:	116,326

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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