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COGNEX CORP

For the period ended May 1, 2024. Filed Mar 15, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2024 · Filed Mar 15, 2024

CGNX$47.78+0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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☒Definitive Proxy Statement
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☐Soliciting Material Pursuant to §240.14a-12

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 1, 2024

To our Shareholders:

The 2024 Annual Meeting of Shareholders of COGNEX CORPORATION will be held at 9:00 a.m. local time on Wednesday, May 1, 2024, at Cognex’s headquarters located at One Vision Drive, Natick, Massachusetts 01760, for the following purposes:

1.To elect two Directors to serve for a term of three years;
2.To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024; and
3.To cast a non-binding advisory vote to approve executive compensation (“say-on-pay”).

In addition, we will consider any other business that may properly come before the meeting or any adjournments or postponements of the meeting.

The Board of Directors has fixed the close of business on March 1, 2024 as the record date for the meeting. All shareholders of record on that date are entitled to receive notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET, OR BY COMPLETING AND RETURNING A PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY CONTINUE TO HAVE YOUR SHARES VOTED AS INSTRUCTED IN THE PROXY, OR YOU MAY WITHDRAW YOUR PROXY AT THE MEETING AND VOTE YOUR SHARES IN PERSON.

By Order of the Board of Directors,

Mark T. Fennell, Secretary

Natick, Massachusetts

March 15, 2024

Important

Please note that due to security procedures, you may be required to show a form of picture identification to gain access to our headquarters. Please contact the Cognex Department of Investor Relations at(508) 650-3000 if you plan to attend the meeting.

TABLE OF CONTENTS

Information about the Meeting and Voting Procedures1
• General1
• Voting Rights and Quorum1
• Treatment of Abstentions and Broker Non-Votes2
• Voting Your Shares2
• Expense of Solicitation3
• Householding of Annual Meeting Materials3
• Investor Contact3
Stock Ownership4
• Security Ownership of Certain Beneficial Owners4
• Security Ownership of Directors and Executive Officers5
Delinquent Section 16(a) Beneficial Ownership Reports6
Corporate Governance7
• Code of Business Conduct and Ethics7
• Director Independence7
• Board Leadership Structure7
• The Board’s Role in Risk Oversight7
• Policy on Pledging, Hedging and Trading of Cognex Stock8
• Communications to Directors8
• Board Meetings, Committees and Attendance8
• Compensation/Stock Option Committee Interlocks and Insider Participation12
• Certain Relationships and Related Transactions12
• Board Diversity Matrix12
• Director Nominees12
Proposal 1: Election of Directors15
• Recommendation15
• Information Regarding Directors and the Director Nominees15
Director Compensation19
• Director Compensation Table19
• Elements of Director Compensation20
• Director Stock Ownership Guidelines21
Compensation Policies and Procedures22
Compensation Discussion and Analysis24
• Executive Summary24
• Say-on-Pay Feedback from Shareholders24
• Business Results25
• Compensation Program Highlights26
• Policy Relating to the Recovery of Erroneously Awarded Compensation32
• Executive Stock Ownership Guidelines33
Compensation/Stock Option Committee Report34
Executive Officers35
Executive Compensation36
• Summary Compensation Table36
• Grants of Plan-Based Awards Table37
• Discussion of Summary Compensation and Grants of Plan-Based Awards Tables38
• Option Exercises and Stock Vested Table39
• Outstanding Equity Awards at Fiscal Year-End40
Employment Agreement with Robert J. Willett43
Potential Payments Upon Termination or Change of Control43
CEO Pay Ratio46
Pay Versus Performance48
• Relationship Between Compensation “Actually Paid” and Performance Measures50
• Tabular List of Most Important Financial Performance Measures51
• Analysis of the Information Presented in the Pay Versus Performance Table51
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm52
• Recommendation52
• Fees Paid to Independent Registered Public Accounting Firm and Other Matters52
Proposal 3: Executive Compensation (“Say-on-Pay”)54
• Recommendation54
Report of The Audit Committee55
Shareholder Proposals56
Notice of Amendments to Amended and Restated By-Laws56
Other Matters57
Note Regarding Forward-Looking Statements58

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.