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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): July 14, 2021

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 2.02Results of Operations and Financial Condition

On July 14, 2021, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the second quarter ended June 26, 2021. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure

On July 14, 2021, the Company announced in a press release its results of operations and financial condition for the second quarter ended June 26, 2021. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On July 14, 2021, the Company also announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders.  The quarterly dividend of $0.45 per share will be paid on September 1, 2021 to shareholders of record on the close of business on August 11, 2021. Future dividends will be subject to Board approval.  The press release also announced that the Board of Directors has approved a 400,000 share increase to its existing share repurchase authorization.  The new authorization is equal to approximately 11% of the Company’s currently outstanding shares.  The authorization does not constitute a commitment to repurchase shares, and any repurchases will be made in accordance with applicable securities laws.  A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.

Item 8.01Other Events

On July 14, 2021, the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders.  The quarterly dividend of $0.45 per share will be paid on September 1, 2021 to shareholders of record on the close of business on August 11, 2021.  Future dividends will be subject to Board approval.  The press release also announced that the Board of Directors has approved a 400,000 share increase to its existing share repurchase authorization.  The new authorization is equal to approximately 11% of the Company’s currently outstanding shares.  The authorization does not constitute a commitment to repurchase shares, and any repurchases will be made in accordance with applicable securities laws. A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

c

99.1

Second Quarter Results Press Release dated July 14, 2021

99.2

Quarterly Cash Dividend and Increase in Share Repurchase Authorization Press Release dated July 14, 2021

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.

co

WINMARK CORPORATION

Date: July 14, 2021

By:

/s/ Anthony D. Ishaug

Anthony D. Ishaug

Chief Financial Officer and Treasurer