WINMARK CORP — Regulatory Filings 2016

Apr 28, 2016

8-K 1 a16-9693_18k.htm 8-K

*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 27, 2016

*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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07 Submission of Matters to a Vote of Security Holders

(a-b) At the Annual Shareholders meeting held on April 27, 2016, 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 eight:

FOR:	2,682,168
AGAINST:	1,569
ABSTAIN:	772
BROKER NON-VOTE:	470,804

1. Election of Directors:

NOMINEE	FOR	WITHHOLD	BROKER NON-VOTE
John L. Morgan	2,661,829	22,680	470,804
Lawrence A. Barbetta	2,675,440	9,069	470,804
Jenele C. Grassle	2,672,353	12,156	470,804
Brett D. Heffes	2,672,315	12,194	470,804
Kirk A. MacKenzie	2,674,805	9,704	470,804
Paul C. Reyelts	2,672,339	12,170	470,804
Mark L. Wilson	2,672,339	12,170	470,804
Steven C. Zola	2,640,683	43,826	470,804

1. Advisory vote to approve executive compensation:

FOR:	2,676,562
AGAINST:	5,590
ABSTAIN:	2,357
BROKER NON-VOTE:	470,804

1. Ratify the appointment of GRANT THORNTON, LLP as independent registered public accounting firm for the 2016 fiscal year:

FOR:	3,145,254
AGAINST:	7,326
ABSTAIN:	2,733
BROKER NON-VOTE:	0

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Item 7.01 Regulation FD Disclosure

On April 27, 2016, 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 $0.10 per share will be paid on June 1, 2016 to shareholders of record on the close of business on May 11, 2016. Future dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 8.01 Other Events

On April 27, 2016, 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 $0.10 per share will be paid on June 1, 2016 to shareholders of record on the close of business on May 11, 2016. Future dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated April 27, 2016

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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.

/s/Anthony D. Ishaug
Anthony D. Ishaug
Chief Financial Officer and Treasurer

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated April 27, 2016

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