UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07Submission of Matters to a Vote of Security Holders
(a-b) At the Annual Shareholders meeting held on April 24, 2024, 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: | 3,191,064 |
AGAINST: | 5,812 |
ABSTAIN: | 806 |
BROKER NON-VOTE: | 0 |
| 2. | Election of Directors: |
NOMINEE | FOR | WITHHOLD | BROKER NON-VOTE |
Brett D. Heffes | 2,922,729 | 83,163 | 191,790 |
Lawrence A. Barbetta | 2,908,980 | 96,912 | 191,790 |
Amy C. Becker | 2,904,804 | 101,088 | 191,790 |
Jenele C. Grassle | 2,900,648 | 105,244 | 191,790 |
Philip I. Smith | 2,923,245 | 82,647 | 191,790 |
Gina D. Sprenger | 2,908,721 | 97,171 | 191,790 |
Percy C. Tomlinson, Jr. | 2,912,263 | 93,629 | 191,790 |
| 3. | Approve an amendment to the 2020 Stock Option Plan to increase the shares available by 100,000 shares: |
FOR: | 2,943,614 |
AGAINST: | 61,069 |
ABSTAIN: | 1,209 |
BROKER NON-VOTE: | 191,790 |
| 4. | Advisory vote to approve executive compensation: |
FOR: | 2,854,023 |
AGAINST: | 150,380 |
ABSTAIN: | 1,489 |
BROKER NON-VOTE: | 191,790 |
| 5. | Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2024 fiscal year: |
FOR: | 3,180,253 |
AGAINST: | 16,069 |
ABSTAIN: | 1,360 |
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
WINMARK CORPORATION | ||
Date: April 24, 2024 | By: | /s/ Anthony D. Ishaug |
Anthony D. Ishaug | ||
Chief Financial Officer and Treasurer | ||