Winmark Corporation Announces Annual Meeting of Shareholders on April 24, 2024

TL;DR

<b>Winmark Corporation will hold its Annual Meeting of Shareholders on April 24, 2024, to vote on board composition, stock options, executive compensation, and auditor ratification.</b>

AI Summary

WINMARK CORP (WINA) filed a Proxy Statement (DEF 14A) with the SEC on March 6, 2024. Annual Meeting of Shareholders scheduled for April 24, 2024, at 3:00 p.m. CDT. Proposals include setting the Board of Directors at seven members and electing seven directors. Shareholders will vote on amending the 2020 Stock Option Plan to increase available shares by 100,000. An advisory vote to approve executive compensation is on the agenda. Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2024.

Why It Matters

For investors and stakeholders tracking WINMARK CORP, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by voting on the number of directors and electing board members. The proposed amendment to the stock option plan could impact future equity compensation and shareholder dilution.

Risk Assessment

Risk Level: low — WINMARK CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational concerns highlighted.

Analyst Insight

Shareholders should review the proposals regarding board structure, stock options, and executive compensation to make informed voting decisions.

Key Numbers

• Seven — Number of Board Members (Proposal to set the number of members of the Board of Directors.)
• Seven — Directors to Elect (Proposal to elect seven directors to serve for a term of one year.)
• 100,000 — Additional Shares (Increase in shares available under the 2020 Stock Option Plan.)

Key Players & Entities

• Winmark Corporation (company) — Registrant and filer of the proxy statement.
• Grant Thornton LLP (company) — Proposed independent registered public accounting firm.
• Brett D. Heffes (person) — Chair of the Board and Chief Executive Officer.
• April 24, 2024 (date) — Date of the Annual Meeting of Shareholders.
• March 4, 2024 (date) — Record date for shareholders entitled to vote.
• March 6, 2024 (date) — Date the proxy statement was dated.
• 2020 Stock Option Plan (plan) — Plan to be amended to increase available shares.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Stock Option Plan Dilution [low — financial]: Increasing the number of shares available under the stock option plan could lead to shareholder dilution.
• Effectiveness of Board Decisions [low — operational]: The effectiveness of the board in guiding the company depends on the qualifications and decisions of the elected directors.

Key Dates

• 2024-04-24: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.
• 2024-03-04: Record Date — Determines which shareholders are eligible to vote.
• 2024-03-06: Filing Date — Date the proxy statement was filed with the SEC.

Key Financial Figures

• $5,000 — ittee determines to expend in excess of $5,000 during any fiscal year on consultants,

Filing Documents

• wina-20240424xdef14a.htm (DEF 14A) — 665KB
• wina-20240424xdef14a_a001.jpg (GRAPHIC) — 10KB
• wina-20240424xdef14a_a004.jpg (GRAPHIC) — 10KB
• wina-20240424xdef14a_a005.jpg (GRAPHIC) — 59KB
• wina-20240424xdef14a_a006.jpg (GRAPHIC) — 61KB
• wina-20240424xdef14a_bg001.jpg (GRAPHIC) — 77KB
• wina-20240424xdef14a_bg002.jpg (GRAPHIC) — 92KB
• 0000908315-24-000013.txt (&nbsp;) — 1093KB

: Gender Identity

Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Female Male Non-Binary Did Not Disclose Gender Directors 3 5 - - 3 6 - -

: Demographic Background

Part II: Demographic Background African American or Black - 1 - - - 1 - - Alaskan Native or Native American - - - - - - - - Asian - - - - - - - - Hispanic or Latinx - - - - - - - - Native Hawaiian or Pacific Islander - - - - - - - - White 3 3 - - 3 4 - - Two or More Races or Ethnicities - - - - - - - - LGBTQ+ - - Did Not Disclose Demographic Background 1 1 6 Shareholder Nomination of Directors A shareholder who wishes to recommend one or more directors must provide a written recommendation to our Corporate Secretary at the address below. Notice of a recommendation must include: with respect to the shareholder: - name, address, the class and number of shares such shareholder owns; with respect to the nominee: - name, age, business address, residence address, - current principal occupation, - five year employment history with employer names and a description of the employer's business, - the number of shares beneficially owned by the nominee, - whether such nominee can read and understand basic financial statements, and - membership on other boards, if any. The recommendation must be accompanied by a written consent of the nominee to stand for election if nominated by the Board of Directors and to serve if elected by the shareholders. We may require any nominee to furnish additional information that may be needed, or interview a prospective candidate, to determine the eligibility of the nominee. Risk Oversight Our Board is charged with providing oversight of Winmark's risk management processes. Specifically, the Audit Committee is primarily responsible for overseeing the risk management function. In carrying out its responsibilities, the Audit Committee works closely with Winmark's Chief Financial Officer. The Audit Committee meets quarterly to discuss the financial affairs of the Company, and such other times as circumstances dictate. In addition, periodically the Audit Committee r

View Full Filing

View this DEF 14A filing on SEC EDGAR