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):  April 25, 2012

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:

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

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

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

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

Item 5.07              Submission of Matters to a Vote of Security Holders

At the Annual Shareholders meeting held on April 25, 2012, 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:	4,856,929
AGAINST OR WITHHELD:	26,976
ABSTAIN:	51

2.Election of Directors:

NOMINEE	FOR	AGAINST OR WITHHELD	BROKER NON-VOTE
John L. Morgan	4,239,979	25,839	631,929
Jenele C. Grassle	4,244,281	21,537	631,929
Kirk A. MacKenzie	4,240,972	24,846	631,929
Dean B. Phillips	4,244,512	21,306	631,929
Paul C. Reyelts	4,244,281	21,537	631,929
Mark L. Wilson	4,244,281	21,537	631,929
Steven C. Zola	4,239,935	25,883	631,929

3.Ratify the appointment of GRANT THORNTON, LLP as independent registered public accounting firm for the 2012 fiscal year.

FOR:	4,897,552
AGAINST OR WITHHELD:	4
ABSTAIN:	191

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Item 7.01              Regulation FD Disclosure

On April 25, 2012, 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 $0.04 per share will be paid on June 1, 2012 to shareholders of record on the close of business on May 9, 2012. 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 25, 2012, 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 $0.04 per share will be paid on June 1, 2012 to shareholders of record on the close of business on May 9, 2012. 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 25, 2012

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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: April 26, 2012	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 April 25, 2012

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EX-99.1

Exhibit 99.1

Contact:	John L. Morgan
	763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION

ANNOUNCES INCREASE IN CASH DIVIDEND

Minneapolis, MN (April 25, 2012)  —  Winmark Corporation (Nasdaq: WINA) announced today that its Board of Directors has approved an increase in its regular quarterly cash dividend to shareholders.  The quarterly dividend of $0.04 per share represents an increase of $0.01 from its previous dividend rate.  The cash dividend will be paid on June 1, 2012 to shareholders of record on the close of business on May 9, 2012.  Future dividends will be subject to Board approval.

Winmark Corporation creates, supports and finances business.  At March 31, 2012, there were 939 franchises in operation under the brands Plato’s Closet®, Play It Again Sports®, Once Upon A Child®, and Music Go Round®.  An additional 50 retail franchises have been awarded but are not open.  In addition, at March 31, 2012, the Company had a lease portfolio equal to $29.6 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.