Current_8K_Dividend

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 25, 2018

 

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))

 

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 25, 2018, 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:

2,539,018

AGAINST:

4,994

ABSTAIN:

1,132

BROKER NON-VOTE:

503,980

 

 

 

2.

Election of Directors:

 

 

 

 

 

 

 

 

 

 

NOMINEE

 

FOR

 

WITHHOLD

BROKER

NON-VOTE

John L. Morgan

2,465,251
79,893
503,980

Lawrence A. Barbetta

2,471,480
73,664
503,980

Jenele C. Grassle

2,521,782
23,362
503,980

Brett D. Heffes

2,533,486
11,658

503,980

Kirk A. MacKenzie

2,534,611
10,533

503,980

Paul C. Reyelts

2,520,103
25,041

503,980

Mark L. Wilson

2,517,999
27,145

503,980

Steven C. Zola

2,519,305
25,839

503,980

 

 

3.Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2018 fiscal year:

 

 

 

FOR:

3,036,827

AGAINST:

4,134

ABSTAIN:

8,163

BROKER NON-VOTE:

0

 

 


 

 

Item 7.01Regulation FD Disclosure

 

On April 25, 2018,  Winmark Corporation (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 $0.15 per share will be paid on June 1, 2018 to shareholders of record on the close of business on May 9, 2018.  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 8.01Other Events

 

On April 25, 2018,  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 $0.15 per share will be paid on June 1, 2018 to shareholders of record on the close of business on May 9, 2018.   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 9.01Financial Statements and Exhibits

(d)Exhibits

 

 

 

99.1

 

Press Release dated April 25, 2018

 

 

 

 

 

 


 

 

 

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

 

 

Date: April 25, 2018

By:

/s/Anthony D. Ishaug

 

       Anthony D. Ishaug

 

       Chief Financial Officer and Treasurer