Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 29, 2020, Winmark Corporation (the "Company") announced in a press
release that its current Executive Chairman, John L. Morgan, will retire as a
Director and as Executive Chairman, effective March 1, 2020. Additionally, the
Company announced that its Board of Directors (the "Board") has elected Brett D.
Heffes, currently the Company's Chief Executive Officer and Director, to the
additional responsibility of Chairman of the Board, effective March 1, 2020.
A copy of the press release announcing Mr. Morgan's retirement and Mr. Heffes's
appointment is attached as Exhibit 99.1 of this Current Report on Form 8-K.
On January 29, 2020, the Board authorized entry by the Company into a transition
and retirement agreement (the "Agreement) with Mr. Morgan. Under the Agreement,
the Company will pay Mr. Morgan a lump sum of $667,000 on or before March 2,
2020. Mr. Morgan has agreed to provide transition services to the Company and
has agreed to a non-competition covenant for one year.
The foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 7.01Regulation FD Disclosure
On January 29, 2020, the Company announced in a press release that its Board of
Directors has approved the payment of a cash dividend to its shareholders. The
quarterly dividend of $0.25 per share will be paid on March 2, 2020 to
shareholders of record on the close of business on February 12, 2020. Future
dividends will be subject to Board approval. A copy of the press release is
attached as Exhibit 99.2 of this Current Report on Form 8-K.
Item 8.01Other Events
On January 29, 2020, the Company announced in a press release that its Board of
Directors has approved the payment of a cash dividend to its shareholders. The
quarterly dividend of $0.25 per share will be paid on March 2, 2020 to
shareholders of record on the close of business on February 12, 2020. Future
dividends will be subject to Board approval. A copy of the press release is
attached as Exhibit 99.2 of this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
10.1 Transition and Retirement Agreement, dated January 29, 2020, among
Winmark Corporation and John L. Morgan
99.1 Press Release dated January 29, 2020
99.2 Press Release dated January 29, 2020
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WINMARK CORPORATION 
