WINMARK CORP 8-K

What Happened Winmark Corporation (WINA) filed an 8‑K on April 22, 2026 reporting the results of its annual shareholders meeting. Shareholders voted to set the Board size at seven and elected all seven director nominees. The advisory (say‑on‑pay) vote to approve executive compensation was approved by shareholders, and Grant Thornton LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026. The report was signed by Anthony D. Ishaug, Chief Financial Officer and Treasurer.

Key Details

• Board size set at seven: FOR 3,137,000; AGAINST 8,484; ABSTAIN 3,902.
• Director election results (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 on executive compensation: FOR 2,929,354; AGAINST 100,349; ABSTAIN 3,357; BROKER NON-VOTE 116,326.
• Ratification of Grant Thornton, LLP as auditor for 2026: FOR 3,119,355; AGAINST 26,488; ABSTAIN 3,543.

Why It Matters

• Confirms governance: The board composition and size were approved, so nominated directors will continue to guide strategy and oversight.
• Executive compensation affirmed: The advisory vote passed, indicating shareholder support for the company’s pay practices.
• Auditor ratified: Retaining Grant Thornton provides continuity in external auditing for fiscal 2026.
• Broker non‑votes (116,326 shares) appeared on director and advisory items—these represent shares held by brokers that were not voted on non‑routine matters and can affect the total votes cast on those items.

This filing contains vote totals and formal confirmation of the meeting outcomes for investors monitoring governance and oversight changes.