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COGNEX CORP

For the period ended Apr 30, 2025. Filed Mar 14, 2025.

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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.

Apr 30, 2025 · Filed Mar 14, 2025

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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☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 30, 2025

To our Shareholders:

The 2025 Annual Meeting of Shareholders of COGNEX CORPORATION will be held at 9:00 a.m. local time on Wednesday, April 30, 2025, at Cognex’s headquarters located at One Vision Drive, Natick, Massachusetts 01760, for the following purposes:

1.To elect three 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 2025; 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 February 28, 2025 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 14, 2025

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
Section 16(a) Beneficial Ownership Reporting Compliance7
Corporate Governance8
• Code of Business Conduct and Ethics8
• Director Independence8
• Board Leadership Structure8
• The Board’s Role in Risk Oversight8
• Policy on Pledging, Hedging and Trading of Cognex Stock9
• Shareholder Communications with the Board9
• Board Meetings, Committees and Attendance9
• Compensation/Stock Option Committee Interlocks and Insider Participation13
• Certain Relationships and Related Transactions13
• Board Diversity Matrix13
• Director Nominees13
Proposal 1: Election of Directors16
• Recommendation16
• Information Regarding Directors and the Director Nominees16
Director Compensation20
• Director Compensation Table20
• Elements of Director Compensation20
• Director Stock Ownership Guidelines21
Compensation Policies and Procedures23
Compensation Discussion and Analysis25
• Executive Summary25
• Say-on-Pay Feedback from Shareholders28
• Compensation Program Highlights28
• Policy Relating to the Recovery of Erroneously Awarded Compensation38
• Executive Stock Ownership Guidelines38
Compensation/Stock Option Committee Report39
Executive Officers40
Executive Compensation42
• Summary Compensation Table42
• Grants of Plan-Based Awards Table44
• Discussion of Summary Compensation and Grants of Plan-Based Awards Tables44
• Option Exercises and Stock Vested Table45
• Outstanding Equity Awards at Fiscal Year-End45
Employment Agreement with Robert J. Willett49
Potential Payments Upon Termination or Change of Control49
CEO Pay Ratio51
Pay Versus Performance53
• Relationship Between Compensation “Actually Paid” and Performance Measures55
• Tabular List of Most Important Financial Performance Measures57
• Analysis of the Information Presented in the Pay Versus Performance Table57
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm58
• Recommendation58
• Fees Paid to Independent Registered Public Accounting Firm and Other Matters58
Proposal 3: Executive Compensation (“Say-on-Pay”)60
• Recommendation60
Report of The Audit Committee61
Shareholder Proposals62
Notice of Amendments to Amended and Restated By-Laws62
Other Matters63
Note Regarding Forward-Looking Statements63

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.