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): February 28, 2011

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:

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

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

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

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

Item 5.02                Election of Directors; Appointment of Certain Officers.

(c)   On February 28, 2011, Winmark Corporation (“Company”) announced in a press release that its Board of Directors named Brett D. Heffes as the Company’s President, effective immediately. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Mr. Heffes, 43, has served in a number of capacities over his eight years with the Company.  He served as President of Finance and Administration from December 2007 to February 2011.  From November 2002 to November 2009, he also served as Treasurer, and from November 2002 to September 2009, Mr. Heffes served as Chief Financial Officer of the Company.

(d)   On February 28, 2011, the Company announced in a press release that its Board of Directors named Steven C. Zola to the Board of Directors, effective immediately.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Mr. Zola, 49, has served as the President of Winmark Capital Corporation since December 2005. Mr. Zola also served as an advisor to Winmark from January 2005 to December 2005.  From September 2002 until January 2007, Mr. Zola served in a number of positions, including President and Chief Executive Officer, of CrystalVoice Communications, Inc, a VoIP software company. From March 1990 to January 2002 he was employed by Winthrop Resources Corporation, a technology equipment leasing company, where he served as Senior Vice President of Sales and Marketing prior to his departure.

Item 8.01                Other Events

On February 28, 2011, the Company announced in a press release that its Board of Directors has decided to eliminate the role of Vice Chairman of the Board of Directors and as such, Kirk A. MacKenzie, the Company’s current Vice Chairman, will not serve in that capacity.  Mr. MacKenzie will continue to serve on the Board of Directors.  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 February 28, 2011

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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.

WINMARK CORPORATION

	WINMARK CORPORATION
Date: February 28, 2011	By:	/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 February 28, 2011

4

EX-99.1

Exhibit 99.1

Contact:	John L. Morgan
	763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES GOVERNANCE

AND MANAGEMENT CHANGES

Minneapolis, MN (February 28, 2011) - Winmark Corporation (Nasdaq: WINA) announced today the following changes to its board and management structure:

·Steven C. Zola, the President of Winmark Capital Corporation was named to the Company’s Board of Directors.  His nomination will be put to shareholder vote at the 2011 annual shareholder’s meeting;

·The Company has decided to eliminate the role of Vice Chairman and as such, Kirk A. MacKenzie, the Company’s current Vice Chairman will not serve in that capacity.  Mr. MacKenzie will continue to serve on the Board of Directors;

·Brett D. Heffes was named President of Winmark Corporation.  Previously, Mr. Heffes was President, Finance and Administration.

John Morgan, Chairman and Chief Executive Officer, stated “The above changes recognize the efforts of our senior management team over the past several years.  Our three senior managers, Brett Heffes, Steve Zola and Steve Murphy, our President of Franchising, continue to demonstrate their value to Winmark.  I am confident that we have the right people in place to execute our business model.”

Winmark Corporation creates, supports and finances business.  At December 25, 2010, there were 903 franchises in operation under the brands Play It Again Sports®, Plato’s Closet®, Once Upon A Child®, and Music Go Round® and there were 15 territories in operation under the Wirth Business Credit® brand.  An additional 34 retail franchises have been awarded but are not open.  In addition, at December 25, 2010, the Company had loans and leases equal to $32.7 million.

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 including statements with respect to our ability to finance the growth of our leasing and franchising businesses for the foreseeable future.  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.