Winmark (WINA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2026, to vote on board size, director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 2, 2026, are eligible to vote; 3,577,421 shares outstanding, each with one vote.

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

Voting matters and shareholder proposals

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

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by November 17, 2026.

Board of directors and corporate governance

• Board consists of a majority of independent directors; CEO also serves as Chair, with a Lead Director role for governance balance.

• 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 held five meetings in 2025; all directors attended at least 75% of meetings.

• Shareholders can communicate directly with the Board.