Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On May 5, 2026, Lawrence A.…
Filed May 6, 2026Accepted May 6, 2026, 10:13 AM EDTCIK 908315Accession 0000908315-26-000021
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 5, 2026, Lawrence A. Barbetta, a member of the Board of Directors (the “Board”) of Winmark Corporation (the “Company”) notified the Company that he will not stand for re-election at the Company’s Annual Meeting of Shareholders to be held on or about April 21, 2027, in accordance with the Company’s independent director term limits. Mr. Barbetta will continue to serve as a member of the Board until such meeting.
(d) Effective May 5, 2026, the Board increased the number of authorized directors of the company from seven to eight and elected Stephanie S. Hoppe to serve on the Company’s Board.
Pursuant to the Company’s 2020 Stock Option Plan, in connection with her election to the Board, Ms. Hoppe received an option to purchase 3,400 shares of the Company’s Common Stock.
A copy of the press release announcing Mr. Barbetta’s decision not to run for re-election to the Board and Ms. Hoppe’s election to the Board is attached as Exhibit 99.1 of this Current Report on Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) wina-20260505xex99d1.htm
EX-99.1
2
wina-20260505xex99d1.htm
EX-99.1
Ex. 99.1
Contact: Anthony D. Ishaug
763/520-8500
FOR IMMEDIATE RELEASE
WINMARK CORPORATION ANNOUNCES GOVERNANCE CHANGES
Minneapolis, MN (May 6, 2026) - Winmark Corporation (Nasdaq: WINA) announced today that Lawrence A. Barbetta has informed the company of his decision not to stand for re-election to the Winmark Board of Directors at its next Annual Meeting of Shareholders in April 2027, in accordance with the Company’s independent director term limits. Mr. Barbetta was elected to Winmark’s Board of Directors in 2012 and currently serves as a member of the Audit Committee.
“Larry Barbetta’s service to Winmark since joining our Board has been significant and impactful. He has brought an important perspective to our Board and Audit Committee discussions, grounded in his experience building and leading technology and analytics businesses,” stated Brett D. Heffes, Chair and Chief Executive Officer. “On behalf of our shareholders, I want to personally thank Larry for his dedication, insight and contributions to Winmark.”
Additionally, the Company announced that it has appointed Stephanie S. Hoppe to its Board of Directors and to the …