Cognex (CGNX) 8-KDeparture of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 3, 2023

Cognex Corporation

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (508) 650-3000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

At the Annual Meeting of Shareholders of Cognex Corporation (the “Company”) held on May 3, 2023 (the “2023 Annual Meeting”), shareholders approved the Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”). The 2023 Plan, which became effective upon shareholder approval, permits the granting of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. The maximum number of shares of the Company’s common stock that may be issued under the 2023 Plan is 8,100,000. In addition, any shares of common stock underlying any outstanding awards under the Company’s 2001 General Stock Option Plan, as amended and restated, and the Company’s 2007 Stock Option and Incentive Plan, as amended and restated (together, the “Prior Plans”), that are forfeited, canceled or otherwise terminated, other than by exercise, will be added to the shares of common stock available for issuance under the 2023 Plan. As a result of the approval of the 2023 Plan, the Company will no longer grant any awards under the Prior Plans.

A summary of the 2023 Plan is set forth in the Company’s proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on March 17, 2023 (the “Proxy Statement”) under the caption “Proposal 2: Approval of Cognex Corporation 2023 Stock Option and Incentive Plan,” which summary is incorporated herein by reference. Such summary of the 2023 Plan and the foregoing description of the 2023 Plan are qualified in their entirety by reference to the full text of the 2023 Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Grants under the 2023 Plan may be evidenced by entry into a Non-Qualified Stock Option Agreement, Restricted Stock Unit Award Agreement or Performance Restricted Stock Unit Award Agreement under the 2023 Plan, forms of which are filed as Exhibits 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

On May 3, 2023, the Company held its 2023 Annual Meeting. As of the record date for the 2023 Annual Meeting, there were 172,724,174 shares of common stock of the Company outstanding and entitled to vote. The Company’s shareholders approved each of the proposals put to a vote as recommended by the Board of Directors. The proposals had been previously announced and described in the Notice of Meeting contained in the Proxy Statement. The 156,913,988 shares represented at the 2023 Annual Meeting were voted as follows:

Based on these results, and consistent with the recommendation of the Board of Directors, the Company will continue to conduct an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next advisory vote on the frequency of such say-on-pay votes.

No other matters were voted upon at the 2023 Annual Meeting.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.