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WINMARK CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WINMARK CORP.’s Form 8-K, filed April 24, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

11Ballot items
212Asset managers
2,246Fund votes
April 24, 2024Meeting date

Results at a glance

Meeting of April 24, 2024: 11 items on WINMARK CORP.’s Form 8-K, filed April 24, 2024: 11 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WINMARK CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by WINMARK CORP.

These tallies are WINMARK CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 24, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WINMARK CORP. — official shareholder meeting results, meeting held April 24, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
1. Set the number of members of the Board of Directors at seven	3,191,064	5,812	806	--	0	99.8%	Not verified	—
Elect Director: Brett D. Heffes	2,922,729	--	--	83,163	191,790	97%	Not verified	—
Elect Director: Lawrence A. Barbetta	2,908,980	--	--	96,912	191,790	97%	Not verified	—
Elect Director: Amy C. Becker	2,904,804	--	--	101,088	191,790	97%	Not verified	—
Elect Director: Jenele C. Grassle	2,900,648	--	--	105,244	191,790	96%	Not verified	—
Elect Director: Philip I. Smith	2,923,245	--	--	82,647	191,790	97%	Not verified	—
Elect Director: Gina D. Sprenger	2,908,721	--	--	97,171	191,790	97%	Not verified	—
Elect Director: Percy C. Tomlinson, Jr.	2,912,263	--	--	93,629	191,790	97%	Not verified	—
3. Approve an amendment to the 2020 Stock Option Plan to increase the shares available by 100,000 shares	2,943,614	61,069	1,209	--	191,790	98%	Not verified	—
4. Advisory vote to approve executive compensation	2,854,023	150,380	1,489	--	191,790	95%	Not verified	—
5. Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2024 fiscal year	3,180,253	16,069	1,360	--	0	99.4%	Not verified	—

Source: WINMARK CORP., Form 8-K, filed with the SEC on April 24, 2024 — read the filing on EDGAR.

How asset managers voted at the WINMARK CORP. 2023-2024 meeting

Each item below shows how the 212 asset managers that disclosed a WINMARK CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Amy C. Becker

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 2,904,804WITHHELD: 101,088

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Amy C. Becker

WINMARK CORP.’s own tally for this item (“Elect Director: Amy C. Becker”): 2,904,804 for, 101,088 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 62 asset managers below reported 931,983 for, 673 withheld.

FOR

FOR: 931,983WITHHOLD: 673

Largest asset managers voting on “Election of Directors: Amy C. Becker” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,723	2	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	1,734	671	Mixed
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

2. Elect Director: Brett D. Heffes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 2,922,729WITHHELD: 83,163

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Brett D. Heffes

WINMARK CORP.’s own tally for this item (“Elect Director: Brett D. Heffes”): 2,922,729 for, 83,163 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 62 asset managers below reported 932,611 for, 45 withheld.

FOR

FOR: 932,611WITHHOLD: 45

Largest asset managers voting on “Election of Directors: Brett D. Heffes” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,724	1	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	2,405	0	For
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

3. Elect Director: Gina D. Sprenger

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 2,908,721WITHHELD: 97,171

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Gina D. Sprenger

WINMARK CORP.’s own tally for this item (“Elect Director: Gina D. Sprenger”): 2,908,721 for, 97,171 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 62 asset managers below reported 931,699 for, 957 withheld.

FOR

FOR: 931,699WITHHOLD: 957

Largest asset managers voting on “Election of Directors: Gina D. Sprenger” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,723	2	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	1,734	671	Mixed
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

4. Elect Director: Jenele C. Grassle

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 2,900,648WITHHELD: 105,244

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Jenele C. Grassle

WINMARK CORP.’s own tally for this item (“Elect Director: Jenele C. Grassle”): 2,900,648 for, 105,244 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 62 asset managers below reported 931,947 for, 709 withheld.

FOR

FOR: 931,947WITHHOLD: 709

Largest asset managers voting on “Election of Directors: Jenele C. Grassle” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,722	3	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	1,734	671	Mixed
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

5. Elect Director: Lawrence A. Barbetta

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 2,908,980WITHHELD: 96,912

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Lawrence A. Barbetta

WINMARK CORP.’s own tally for this item (“Elect Director: Lawrence A. Barbetta”): 2,908,980 for, 96,912 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 62 asset managers below reported 932,610 for, 46 withheld.

FOR

FOR: 932,610WITHHOLD: 46

Largest asset managers voting on “Election of Directors: Lawrence A. Barbetta” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,723	2	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	2,405	0	For
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

6. Elect Director: Percy C. Tomlinson, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 2,912,263WITHHELD: 93,629

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Percy C. Tomlinson, Jr.

WINMARK CORP.’s own tally for this item (“Elect Director: Percy C. Tomlinson, Jr.”): 2,912,263 for, 93,629 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 62 asset managers below reported 932,655 for, 1 withheld.

FOR

FOR: 932,655WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Percy C. Tomlinson, Jr.” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,724	1	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	2,405	0	For
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

7. Elect Director: Philip I. Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 2,923,245WITHHELD: 82,647

Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: Election of Directors: Philip I. Smith

WINMARK CORP.’s own tally for this item (“Elect Director: Philip I. Smith”): 2,923,245 for, 82,647 withheld, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 62 asset managers below reported 932,655 for, 1 withheld.

FOR

FOR: 932,655WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Philip I. Smith” at WINMARK CORP., 2023-2024
Asset manager	For	Withheld	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,724	1	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	2,405	0	For
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

8. 1. Set the number of members of the Board of Directors at seven

Outcome not verifiedCORPORATE GOVERNANCEReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 3,191,064AGAINST: 5,812

Details: description as filed, official tally, votes by 66 asset managers

Description as filed by funds: SET THE NUMBER OF DIRECTORS AT SEVEN (7).

WINMARK CORP.’s own tally for this item (“1. Set the number of members of the Board of Directors at seven”): 3,191,064 for, 5,812 against, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 933,866 for.

FOR

FOR: 933,866

Largest asset managers voting on “SET THE NUMBER OF DIRECTORS AT SEVEN (7).” at WINMARK CORP., 2023-2024
Asset manager	For	Vote
Neuberger Berman	219,341	For
Vanguard	156,917	For
BlackRock	124,613	For
Dimensional	100,229	For
Fidelity	62,894	For
OLD WESTBURY FUNDS INC	34,014	For
SCHWARTZ INVESTMENT TRUST	26,600	For
Charles Schwab	23,029	For
WILLIAM BLAIR FUNDS	21,837	For
Brighthouse	20,766	For
Bridge Builder Trust	18,030	For
Goldman Sachs	16,762	For
State Street	14,725	For
WisdomTree	12,362	For
TIAA	11,058	For
Invesco	9,502	For
Equitable	7,904	For
First Trust	5,759	For
Jackson National	5,481	For
QUANTITATIVE MASTER SERIES LLC	5,036	For
JAMES ADVANTAGE FUNDS	3,322	For
Lincoln Financial	2,741	For
Nationwide	2,405	For
Northern Trust	2,265	For
Victory Capital	2,232	For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

9. 3. Approve an amendment to the 2020 Stock Option Plan to increase the shares available by 100,000 shares

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 2,943,614AGAINST: 61,069

Details: description as filed, official tally, votes by 68 asset managers

Description as filed by funds: AMEND THE 2020 STOCK OPTION PLAN TO INCREASE THE SHARES AVAILABLE BY 100,000 SHARES.

WINMARK CORP.’s own tally for this item (“3. Approve an amendment to the 2020 Stock Option Plan to increase the shares available by 100,000 shares”): 2,943,614 for, 61,069 against, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 68 asset managers below reported 933,789 for, 1,126 against.

FOR

FOR: 933,789AGAINST: 1,126

Largest asset managers voting on “AMEND THE 2020 STOCK OPTION PLAN TO INCREASE THE SHARES AVAILABLE BY 100,000 SHARES.” at WINMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,724	1	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	2,405	0	For
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

10. 4. Advisory vote to approve executive compensation

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 2,854,023AGAINST: 150,380

Details: description as filed, official tally, votes by 211 asset managers

Description as filed by funds: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

WINMARK CORP.’s own tally for this item (“4. Advisory vote to approve executive compensation”): 2,854,023 for, 150,380 against, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 65 asset managers voting on “ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.” at WINMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,722	3	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	0	9,502	Against
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	1,734	671	Mixed
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Fund voting reports, all 65 managers: 922,657 for, 11,823 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 166 asset managers voting on “ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.” at WINMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Neuberger Berman	328,412	0	For
Mawer Investment Management Ltd.	221,431	0	For
Renaissance	157,767	0	For
BlackRock	92,814	748	For
Port Capital LLC	82,207	0	For
Nine Ten Capital Management LLC	74,632	0	For
State Street	70,439	1,312	For
GEODE CAPITAL MANAGEMENT, LLC	64,042	0	For
ATLANTA CAPITAL MANAGEMENT CO L L C	58,073	394	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	55,240	0	For
Northern Trust	36,461	164	For
MOUNTAIN PACIFIC INVESTMENT ADVISERS LLC	27,657	0	For
Charles Schwab	23,029	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	18,977	811	For
Bessemer Trust CO of Delaware, N.A.	18,686	0	For
EAGLE ASSET MANAGEMENT INC	18,529	0	For
BESSEMER TRUST Co NATIONAL ASSOCIATION	16,615	0	For
Copeland Capital Management, LLC	16,187	0	For
NEW YORK STATE COMMON RETIREMENT FUND	0	15,275	Against
Fiera Capital Corp	13,341	0	For
BESSEMER TRUST Co OF FLORIDA	13,199	0	For
Laurus Investment Counsel Inc.	11,620	0	For
AltraVue Capital, LLC	11,338	0	For
BESSEMER TRUST CO	11,194	0	For
Nuveen	11,166	0	For

Institutional-manager reports, all 166 managers: 1,613,657 for, 69,782 against, 214 abstained, 27 not voted. Showing the 25 largest; see all in the interactive database.

11. 5. Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2024 fiscal…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 3,180,253AGAINST: 16,069

Details: description as filed, official tally, votes by 66 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR.

WINMARK CORP.’s own tally for this item (“5. Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2024 fiscal year”): 3,180,253 for, 16,069 against, per its Form 8-K filed April 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 933,865 for, 1 against.

FOR

FOR: 933,865AGAINST: 1

Largest asset managers voting on “RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FIS” at WINMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Neuberger Berman	219,341	0	For
Vanguard	156,917	0	For
BlackRock	124,613	0	For
Dimensional	100,229	0	For
Fidelity	62,894	0	For
OLD WESTBURY FUNDS INC	34,014	0	For
SCHWARTZ INVESTMENT TRUST	26,600	0	For
Charles Schwab	23,029	0	For
WILLIAM BLAIR FUNDS	21,837	0	For
Brighthouse	20,766	0	For
Bridge Builder Trust	18,030	0	For
Goldman Sachs	16,762	0	For
State Street	14,724	1	For
WisdomTree	12,362	0	For
TIAA	11,058	0	For
Invesco	9,502	0	For
Equitable	7,904	0	For
First Trust	5,759	0	For
Jackson National	5,481	0	For
QUANTITATIVE MASTER SERIES LLC	5,036	0	For
JAMES ADVANTAGE FUNDS	3,322	0	For
Lincoln Financial	2,741	0	For
Nationwide	2,405	0	For
Northern Trust	2,265	0	For
Victory Capital	2,232	0	For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

Largest WINMARK CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 3,497,430 shares outstanding at the time of that meeting.

Fund voting reports: top WINMARK CORP. shareholders by shares voted on “ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Neuberger Berman	6.27%
2	Vanguard	4.49%
3	BlackRock	3.56%
4	Dimensional	2.87%
5	Fidelity	1.80%
6	OLD WESTBURY FUNDS INC	0.97%
7	SCHWARTZ INVESTMENT TRUST	0.76%
8	Charles Schwab	0.66%
9	WILLIAM BLAIR FUNDS	0.62%
10	Brighthouse	0.59%

Institutional-manager reports: top WINMARK CORP. shareholders by shares voted on “ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Neuberger Berman	9.39%
2	Mawer Investment Management Ltd.	6.33%
3	Renaissance	4.51%
4	BlackRock	2.68%
5	Port Capital LLC	2.35%
6	Nine Ten Capital Management LLC	2.13%
7	State Street	2.05%
8	GEODE CAPITAL MANAGEMENT, LLC	1.83%
9	ATLANTA CAPITAL MANAGEMENT CO L L C	1.67%
10	WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	1.58%

Reported WINMARK CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

WINMARK CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Ronald G. Olson	11.53%	DEF14A
Neuberger Berman Group LLC	8.82%	DEF14A
Mawer Investment Management Ltd.	7.91%	DEF14A
BlackRock	7.40%	13F
Renaissance Technologies	5.27%	13F
Vanguard Group	5.16%	13F
Brett D. Heffes	4.41%	DEF14A
Anthony D. Ishaug	3.62%	DEF14A
Dimensional Fund Advisors	3.33%	13F
State Street	2.26%	13F

Percentages above are of 3,497,430 shares outstanding, as reported by WINMARK CORP. on its Form 10-Q dated March 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from WINMARK CORP.’s 10-Q dated March 30, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At WINMARK CORP.'s shareholder meeting held April 24, 2024, in the 2023-2024 proxy season, 212 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 2,246 separate fund positions. On the most widely held item on that ballot — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. — FOR was 95% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: WINMARK CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 24, 2024.

WINMARK CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.