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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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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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Securities registered pursuant to Section 12(b) of the Act:
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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).
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 27, 2022, 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: | 2,959,127 |
AGAINST: | 3,334 |
ABSTAIN: | 644 |
BROKER NON-VOTE: | 177,180 |
| 2. | Election of Directors: |
NOMINEE | FOR | WITHHOLD | BROKER NON-VOTE |
Brett D. Heffes | 2,841,004 | 122,101 | 177,180 |
Lawrence A. Barbetta | 2,921,189 | 41,916 | 177,180 |
Jenele C. Grassle | 2,639,828 | 323,277 | 177,180 |
Paul C. Reyelts | 2,903,543 | 59,562 | 177,180 |
Gina D. Sprenger | 2,820,779 | 142,326 | 177,180 |
Percy C. Tomlinson, Jr. | 2,949,413 | 13,692 | 177,180 |
Mark L. Wilson | 2,562,019 | 401,086 | 177,180 |
| 3. | Advisory vote to approve executive compensation: |
FOR: | 1,950,186 |
AGAINST: | 1,008,371 |
ABSTAIN: | 4,548 |
BROKER NON-VOTE: | 177,180 |
4. | Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2022 fiscal year: |
FOR: | 3,120,521 |
AGAINST: | 17,397 |
ABSTAIN: | 2,367 |
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 27, 2022 | By: | /s/ Anthony D. Ishaug |
Anthony D. Ishaug | ||
Chief Financial Officer and Treasurer | ||
