Winmark (WINA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 23, 2025, to vote on board size, director elections, executive compensation, vote frequency, and auditor ratification.

• Shareholders of record as of March 3, 2025, are eligible to vote; 3,539,954 shares outstanding, each with one vote.

• Proxy materials are available online and by mail, with no cumulative voting rights for shareholders.

Voting matters and shareholder proposals

• Proposals include setting board size at seven, electing seven directors for one-year terms, advisory vote on executive compensation, advisory vote on frequency of say-on-pay (recommended annually), and ratification of Grant Thornton LLP as auditor.

• Board recommends voting FOR all proposals and for annual say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be received by November 18, 2025, for inclusion.

Board of directors and corporate governance

• Seven director nominees, majority independent, with diverse backgrounds in executive management, finance, legal, retail, and technology.

• Board leadership structure combines CEO and Chair roles, with a Lead Director to enhance governance.

• Three standing committees: Audit, Compensation, and Nominating, all comprised of independent directors.

• Code of Ethics and Business Conduct applies to all directors, officers, and employees.

• Board adopted term limit guidelines for independent directors, generally not recommending re-election after 15 years except in extenuating circumstances.