Item 5.07Submission of Matters to a Vote of Security Holders

(a-b) At the Annual Shareholders meeting held on April 26, 2023, 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:             2,945,635
AGAINST:             5,450
ABSTAIN:             4,562
BROKER NON-VOTE:   215,168


 2. Election of Directors:


        NOMINEE            FOR    WITHHOLD  BROKER
                                           NON-VOTE
Brett D. Heffes         2,838,335  117,312  215,168
Lawrence A. Barbetta    2,877,026   78,621  215,168
Amy C. Becker           2,943,427   12,220  215,168

Jenele C. Grassle 2,808,430 147,217 215,168 Philip I. Smith 2,931,310 24,337 215,168 Gina D. Sprenger 2,868,757 86,890 215,168 Percy C. Tomlinson, Jr. 2,892,029 63,618 215,168 Mark L. Wilson 2,807,754 147,893 215,168

3. Advisory vote to approve executive compensation:




FOR:             2,363,657
AGAINST:           584,976
ABSTAIN:             7,014
BROKER NON-VOTE:   215,168

4. Ratify the appointment of Grant Thornton, LLP as independent registered public

accounting firm for the 2023 fiscal year:




FOR:             3,160,406
AGAINST:             9,592
ABSTAIN:               817
BROKER NON-VOTE:         0

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