WINMARK CORP (WINA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
WINMARK CORP · Meeting: April 22, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors to Serve for a Term of One Year
Heffes has served as CEO and director since 2016; Winmark's 3-year stock return of +69.3% outperforms the company's own peer group median by over 102 percentage points, far exceeding the 50-point threshold required to trigger a negative vote, and no other disqualifying flags are present.
Barbetta has served since 2012 and brings relevant technology and entrepreneurial experience; the TSR trigger does not apply given Winmark's strong outperformance of its peer group, attendance was satisfactory, and no overboarding or independence concerns are present.
Becker joined in November 2022 and brings public company legal and governance expertise relevant to Winmark's needs; the TSR trigger does not apply, attendance was satisfactory, and she is properly classified as independent.
Credendino was appointed in August 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; he brings relevant retail technology expertise and no other disqualifying flags are present.
Smith was appointed in March 2023 and brings financial and capital markets experience; the TSR trigger does not apply given Winmark's strong peer-relative performance, attendance was satisfactory, and no independence or overboarding concerns are present.
Sprenger joined in January 2021 and brings deep retail and merchandising expertise directly relevant to Winmark's franchise retail business; the TSR trigger does not apply, attendance was satisfactory, and no disqualifying flags are present.
Tomlinson joined in December 2021, serves as Lead Director and Audit Committee Chair, and has been designated an audit committee financial expert; the TSR trigger does not apply, attendance was satisfactory, and no overboarding or independence concerns are present.
All seven director nominees receive a FOR recommendation. Winmark's 3-year stock return of +69.3% outperforms its company-disclosed peer group median by approximately 102 percentage points, far exceeding the 50-point threshold needed to trigger a negative vote. No directors are overboarded, all attended at least 75% of meetings, all non-executive directors are properly classified as independent, no familial relationships with senior management are disclosed, and the board includes a designated audit committee financial expert.
Say on Pay
✓ FORCEO
Brett D. Heffes
Total Comp
$2,108,124
Prior Support
94.8%%
CEO total compensation of approximately $2.1 million is described by the company's own Compensation Committee as materially below the peer group median — estimated at roughly 37% of peer median total pay — meaning absolute pay level is not a concern here. The pay structure includes a base salary, a bonus capped at 100% of base salary tied to measurable financial and operational metrics (royalty revenue, operating income, EPS, store count), and stock option awards that only deliver value if the stock price rises, creating genuine alignment with shareholders. Winmark's stock has returned +69.3% over three years versus a peer group median of -33%, and prior Say on Pay support was 94.8% in 2025 and 95.0% in 2024, both well above the 70% threshold that would require a response — no policy triggers for a negative vote are present.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$358,800
Non-Audit Fees
$24,020
Non-audit fees (audit-related fees of $24,020) represent only about 6.7% of audit fees ($358,800), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied per policy, and no material financial restatements are noted. Grant Thornton is a large national firm appropriate for a company of Winmark's size and complexity.
Overall Assessment
This is a straightforward annual meeting ballot with no contentious proposals and no stockholder-submitted resolutions. All four proposals — setting board size, electing seven directors, approving executive compensation, and ratifying the auditor — receive FOR recommendations, supported by Winmark's exceptional stock performance relative to its peer group, below-market executive pay levels, strong prior Say on Pay support, and clean auditor fee ratios.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing