Winmark Corporation
04/23/2025 | Press release | Distributed by Public on 04/23/2025 14:44
Proxy Results (Form 8-K)
Item 5.07Submission of Matters to a Vote of Security Holders
(a-b) At the Annual Shareholders meeting held on April 23, 2025, 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: |
3,213,603 |
|
AGAINST: |
4,585 |
|
ABSTAIN: |
669 |
|
BROKER NON-VOTE: |
0 |
| 2. | Election of Directors: |
|
|
|
|
|
|
NOMINEE |
FOR |
WITHHOLD |
BROKER NON-VOTE |
|
Brett D. Heffes |
3,036,160 |
50,403 |
132,294 |
|
Lawrence A. Barbetta |
3,043,817 |
42,746 |
132,294 |
|
Amy C. Becker |
3,024,517 |
62,046 |
132,294 |
|
Jenele C. Grassle |
3,005,556 |
81,007 |
132,294 |
|
Philip I. Smith |
3,072,190 |
14,373 |
132,294 |
|
Gina D. Sprenger |
3,020,074 |
66,489 |
132,294 |
|
Percy C. Tomlinson, Jr. |
3,072,116 |
14,447 |
132,294 |
| 3. | Advisory vote to approve executive compensation: |
|
FOR: |
2,925,625 |
|
AGAINST: |
159,750 |
|
ABSTAIN: |
1,188 |
|
BROKER NON-VOTE: |
132,294 |
| 4. | Advisory vote on the frequency of advisory votes on executive compensation: |
|
ONE YEAR: |
2,841,112 |
|
TWO YEARS: |
31,578 |
|
THREE YEARS: |
213,457 |
|
ABSTAIN: |
416 |
|
BROKER NON-VOTE: |
132,294 |
| 5. | Ratify the appointment of Grant Thornton, LLPas independent registered public accounting firm for the 2025 fiscal year: |
|
FOR: |
3,196,007 |
|
AGAINST: |
21,863 |
|
ABSTAIN: |
987 |
|
BROKER NON-VOTE: |
0 |
(d) On April 23, 2025, following the Company's Annual Shareholders meeting, the Board of Directors adopted a resolution providing that an advisory vote on executive compensation would be held every year until the next required vote on the frequency of such votes.