COGNEX CORP
For the period ended Apr 29, 2026. Filed Mar 13, 2026.
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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 29, 2026 · Filed Mar 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 29, 2026
To our Shareholders:
The 2026 Annual Meeting of Shareholders of COGNEX CORPORATION will be held at 9:00 a.m. local time on Wednesday, April 29, 2026, 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 approve an amendment to the Cognex Corporation 2023 Stock Option and Incentive Plan; |
| 3. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2026; and |
| 4. | 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 27, 2026 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 13, 2026
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 or ir@cognex.com if you plan to attend the meeting.
TABLE OF CONTENTS
| Information about the Meeting and Voting Procedures | 1 |
|---|---|
| • General | 1 |
| • Voting Rights and Quorum | 1 |
| • Treatment of Abstentions and Broker Non-Votes | 2 |
| • Voting Your Shares | 2 |
| • Expense of Solicitation | 3 |
| • Householding of Annual Meeting Materials | 3 |
| • Investor Contact | 3 |
| Stock Ownership | 4 |
| • Security Ownership of Certain Beneficial Owners | 4 |
| • Security Ownership of Directors and Executive Officers | 5 |
| Corporate Governance | 7 |
| • Code of Business Conduct and Ethics | 7 |
| • Director Independence | 7 |
| • Board Leadership Structure | 7 |
| • The Board’s Role in Risk Oversight | 7 |
| • Policy on Pledging, Hedging and Trading of Cognex Stock | 9 |
| • Shareholder Communications with the Board | 10 |
| • Board Meetings, Committees and Attendance | 10 |
| • Compensation Committee Interlocks and Insider Participation | 13 |
| • Certain Relationships and Related Transactions | 14 |
| • Director Skills Matrix | 14 |
| • Director Nominees | 14 |
| Proposal 1: Election of Directors | 17 |
| • Recommendation | 17 |
| • Information Regarding Directors and the Director Nominees | 17 |
| Director Compensation | 26 |
| • Director Compensation Table | 26 |
| • Elements of Director Compensation | 27 |
| • Director Stock Ownership Guidelines | 27 |
| Compensation Policies and Procedures | 29 |
| Compensation Discussion and Analysis | 31 |
| • Executive Summary | 31 |
| • Say-on-Pay Feedback from Shareholders | 34 |
| • Compensation Program Highlights | 34 |
| • Policy Relating to the Recovery of Erroneously Awarded Compensation | 45 |
| • Executive Stock Ownership Guidelines | 46 |
| Compensation Committee Report | 47 |
|---|---|
| Executive Officers | 48 |
| Executive Compensation | 49 |
| • Summary Compensation Table | 49 |
| • Grants of Plan-Based Awards Table | 51 |
| • Discussion of Summary Compensation and Grants of Plan-Based Awards Tables | 52 |
| • Option Exercises and Stock Vested Table | 52 |
| • Outstanding Equity Awards at Fiscal Year-End | 53 |
| Potential Payments Upon Termination or Change of Control | 56 |
| CEO Pay Ratio | 58 |
| Pay Versus Performance | 60 |
| • Relationship Between Compensation “Actually Paid” and Performance Measures | 62 |
| • Tabular List of Most Important Financial Performance Measures | 63 |
| • Analysis of the Information Presented in the Pay Versus Performance Table | 64 |
| Proposal 2: Approval of an Amendment to the 2023 Stock Option and Incentive Plan | 65 |
| • Recommendation | 65 |
| • Proposal | 65 |
| • Summary of Material Features | 65 |
| • Rational for Share Increase | 66 |
| • Burn Rate | 67 |
| • Summary of the 2023 Plan | 67 |
| • Plan Benefits | 71 |
| • New Plan Benefits | 71 |
| • Tax Aspects Under the Code | 71 |
| • Equity Compensation Plan Information | 73 |
| Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 74 |
| • Recommendation | 74 |
| • Rotation of Independent Auditor | 74 |
| • Fees Paid to Independent Registered Public Accounting Firm and Other Matters | 75 |
| Proposal 4: Executive Compensation (“Say-on-Pay”) | 77 |
| • Recommendation | 77 |
| Report of The Audit Committee | 78 |
| Shareholder Proposals | 79 |
| Other Matters | 79 |
| Note Regarding Forward-Looking Statements | 80 |
| Appendix A: Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”) and Amendment No. 1 to the 2023 Plan | A-1 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.