0000908315false00009083152026-04-222026-04-22

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): April 22, 2026

​

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 5.07Submission of Matters to a Vote of Security Holders

​

​

(a-b) At the Annual Shareholders meeting held on April 22, 2026, 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:

3,137,000

AGAINST:

8,484

ABSTAIN:

3,902

BROKER NON-VOTE:

0

​

​

2.Election of Directors:

​

​

​

​

​

​

​

​

​

NOMINEE

​

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

​

​

3.Advisory vote to approve executive compensation:

​

FOR:

2,929,354

AGAINST:

100,349

ABSTAIN:

3,357

BROKER NON-VOTE:

116,326

​

​

4.Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2026 fiscal year:

​

FOR:

3,119,355

AGAINST:

26,488

ABSTAIN:

3,543

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

​

​

co

​

​

​

WINMARK CORPORATION

​

​

Date: April 22, 2026

By:

/s/ Anthony D. Ishaug

​

Anthony D. Ishaug

​

Chief Financial Officer and Treasurer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​