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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): April 28, 2021

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Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

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Minnesota

(State or Other Jurisdiction of Incorporation)

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000-22012

41-1622691

(Commission File Number)

(I.R.S. Employer Identification Number)

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605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices) (Zip Code)

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(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

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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:

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, no par value per share

WINA

Nasdaq Global Market

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.07Submission of Matters to a Vote of Security Holders

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(a-b) At the Annual Shareholders meeting held on April 28, 2021, Winmark Corporation (the “Company”) submitted to vote of security-holders the following matters that received the indicated votes:

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1.Set the number of members of the Board of Directors at seven:

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FOR:

3,039,401

AGAINST:

10,057

ABSTAIN:

558

BROKER NON-VOTE:

220,208

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2.Election of Directors:

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NOMINEE

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FOR

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WITHHOLD

BROKER

NON-VOTE

Brett D. Heffes

2,960,971

89,045

220,208

Lawrence A. Barbetta

2,977,031

72,985

220,208

Jenele C. Grassle

2,834,108

215,908

220,208

Kirk A. MacKenzie

2,944,803

105,213

220,208

Paul C. Reyelts

2,942,061

107,955

220,208

Gina D. Sprenger

3,042,868

7,148

220,208

Mark L. Wilson

2,824,076

225,940

220,208

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3.Advisory vote to approve executive compensation:

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FOR:

2,898,372

AGAINST:

142,706

ABSTAIN:

8,938

BROKER NON-VOTE:

220,208

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5.

Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2021 fiscal year:

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FOR:

3,241,738

AGAINST:

26,884

ABSTAIN:

1,602

BROKER NON-VOTE:

0.0

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SIGNATURES

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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.

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WINMARK CORPORATION

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co

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WINMARK CORPORATION

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Date: April 29, 2021

By:

/s/ Anthony D. Ishaug

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Anthony D. Ishaug

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Chief Financial Officer and Treasurer

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