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): December 14, 2021

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 15, 2021, Kirk A. MacKenzie, a member of the Board of Directors (the “Board”) of Winmark Corporation (the “Company”) notified the Company that he will not stand for re-election at the Company’s Annual Meeting of Shareholders to be held on or about April 27, 2022. Mr. MacKenzie will continue to serve as a member of the Board and on its Audit Committee until such meeting.

(d) Effective December 14, 2021, the Board increased the number of authorized directors of the Company from seven to eight and elected Percy C. (Tom) Tomlinson, Jr. to serve on the Company’s Board. Mr. Tomlinson will serve on the Audit Committee of the Board.

Pursuant to the Company’s 2020 Stock Option Plan, in connection with his election to the Board, Mr. Tomlinson received an option to purchase 7,000 shares of the Company’s Common Stock.

A copy of the press release announcing Mr. MacKenzie’s decision not to run for re-election to the Board and Mr. Tomlinson’s election to the Board 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 December 15, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)

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: December 15, 2021	By:	/s/Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

EX-99.1

Ex. 99.1

Contact:Brett D. Heffes

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES GOVERNANCE CHANGES

Minneapolis, MN (December 15, 2021)  -  Winmark Corporation (Nasdaq: WINA) announced today that Kirk A. MacKenzie has informed the company of his decision not to stand for re-election to the Winmark Board of Directors at its next Annual Meeting of Shareholders in April 2022.  Mr. MacKenzie was elected to Winmark’s Board of Directors in 2000, served as its Vice Chairman from that time until 2011, and currently serves as a member of the Audit Committee.

“Kirk’s contributions to Winmark over the past 21 years have been significant and meaningful.  Over the course of his Board tenure, Kirk has been a key contributor and has provided strategic advice to both the Board and management,” noted Brett D. Heffes, Chairman and Chief Executive Officer.  “I want to personally thank Kirk for his service on behalf of our shareholders and his dedication to helping us over the years.  I will greatly miss his counsel and leadership.”

Additionally, the Company announced that it has named Percy C. (Tom) Tomlinson to its Board of Directors and Audit Committee.  Mr. Tomlinson has over 30 years of executive, financial management and governance experience, having served as both the Chief Executive Officer and Chief Financial Officer for publicly-traded companies during his career.  Currently, Mr. Tomlinson is an Operating Partner with a New York based middle market focused Private Equity investor.  He has and continues to serve as an advisor to several Private Equity backed portfolio companies.

“I am thrilled to have Tom join our Board of Directors.  His extensive experience with executive and financial management across a variety of industries will be invaluable to Winmark as we continue on our mission to provide Resale for Everyone™,” stated Mr. Heffes.

Winmark - the Resale Company®, is a nationally recognized franchising business focused on sustainability and small business formation.  We champion and guide entrepreneurs interested in operating one of our award winning resale franchises: Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®.  At September 25, 2021, there were 1,269 franchises in operation and over 2,800 available territories.  An additional 39 franchises have been awarded but are not open.  

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company.  Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated.  Because actual result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

XML

Document and Entity Information	Feb. 26, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 14, 2021
Entity File Number	000-22012
Entity Registrant Name	Winmark Corporation
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-1622691
Entity Address, Address Line One	605 Highway 169 North
Entity Address, Adress Line Two	Suite 400
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55441
City Area Code	763
Local Phone Number	520-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	WINA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000908315
Amendment Flag	false