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COGNEX CORP

For the period ended Apr 29, 2026. Filed Mar 13, 2026.

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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 29, 2026 · Filed Mar 13, 2026

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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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 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
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 Stock9
• Shareholder Communications with the Board10
• Board Meetings, Committees and Attendance10
• Compensation Committee Interlocks and Insider Participation13
• Certain Relationships and Related Transactions14
• Director Skills Matrix14
• Director Nominees14
Proposal 1: Election of Directors17
• Recommendation17
• Information Regarding Directors and the Director Nominees17
Director Compensation26
• Director Compensation Table26
• Elements of Director Compensation27
• Director Stock Ownership Guidelines27
Compensation Policies and Procedures29
Compensation Discussion and Analysis31
• Executive Summary31
• Say-on-Pay Feedback from Shareholders34
• Compensation Program Highlights34
• Policy Relating to the Recovery of Erroneously Awarded Compensation45
• Executive Stock Ownership Guidelines46
Compensation Committee Report47
Executive Officers48
Executive Compensation49
• Summary Compensation Table49
• Grants of Plan-Based Awards Table51
• Discussion of Summary Compensation and Grants of Plan-Based Awards Tables52
• Option Exercises and Stock Vested Table52
• Outstanding Equity Awards at Fiscal Year-End53
Potential Payments Upon Termination or Change of Control56
CEO Pay Ratio58
Pay Versus Performance60
• Relationship Between Compensation “Actually Paid” and Performance Measures62
• Tabular List of Most Important Financial Performance Measures63
• Analysis of the Information Presented in the Pay Versus Performance Table64
Proposal 2: Approval of an Amendment to the 2023 Stock Option and Incentive Plan65
• Recommendation65
• Proposal65
• Summary of Material Features65
• Rational for Share Increase66
• Burn Rate67
• Summary of the 2023 Plan67
• Plan Benefits71
• New Plan Benefits71
• Tax Aspects Under the Code71
• Equity Compensation Plan Information73
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm74
• Recommendation74
• Rotation of Independent Auditor74
• Fees Paid to Independent Registered Public Accounting Firm and Other Matters75
Proposal 4: Executive Compensation (“Say-on-Pay”)77
• Recommendation77
Report of The Audit Committee78
Shareholder Proposals79
Other Matters79
Note Regarding Forward-Looking Statements80
Appendix A: Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”) and Amendment No. 1 to the 2023 PlanA-1

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