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WINA > SEC Filings for WINA > Form 8-K on 25-Apr-2013All Recent SEC Filings

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Form 8-K for WINMARK CORP


25-Apr-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other


Item 5.07 Submission of Matters to a Vote of Security
Holders

(a-b) At the Annual Shareholders meeting held on April 24, 2013, 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:               4,408,753
AGAINST:              69,885
ABSTAIN:                   0
BROKER NON-VOTE:      16,641

2. Election of Directors:

                                               BROKER
NOMINEE                   FOR      WITHHOLD   NON-VOTE
John L. Morgan         3,549,915    537,331    408,033
Lawrence A. Barbetta   3,551,867    535,379    408,033
Jenele C. Grassle      3,544,950    542,296    408,033
Kirk A. MacKenzie      3,551,338    535,908    408,033
Dean B. Phillips       3,545,711    541,535    408,033
Paul C. Reyelts        3,544,951    542,295    408,033
Mark L. Wilson         3,544,951    542,295    408,033
Steven C. Zola         3,551,338    535,908    408,033

3. Advisory vote to approve executive compensation:

FOR:               3,378,408
AGAINST:             707,183
ABSTAIN:               1,655
BROKER NON-VOTE:     408,033

4. Advisory vote on the frequency of advisory votes on executive compensation:

ONE YEAR:            448,472
TWO YEARS:             2,795
THREE YEARS:       3,016,489
ABSTAIN:             619,490
BROKER NON-VOTE:     408,033


5. Ratify the appointment of GRANT THORNTON, LLP as independent registered public accounting firm for the 2013 fiscal year.

FOR:               4,494,801
AGAINST:                 335
ABSTAIN:                 143
BROKER NON-VOTE:           0

(d) On April 24, 2013, 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 three years until the next required vote on the frequency of such votes.



Item 7.01 Regulation FD Disclosure

On April 24, 2013, Winmark Corporation ("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 $0.05 per share will be paid on June 3, 2013 to shareholders of record on the close of business on May 8, 2013. 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 24, 2013, Winmark Corporation ("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 $0.05 per share will be paid on June 3, 2013 to shareholders of record on the close of business on May 8, 2013. 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 24, 2013


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