Cognex Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CGNX
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 30, 2025, Cognex Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Meeting”). As of the record date for the Meeting, there were 169,370,136 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 Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on March 14, 2025 (the “Proxy Statement”). The 156,432,936 shares represented at the Meeting were voted as follows:
1. The election of John T.C. Lee, Anthony Sun and Robert J. Willett as Directors to serve for a term ending in 2028. Each nominee for director was elected by a vote of the shareholders as follows:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||||||||
| John T.C. Lee | 130,341,867 | 11,474,058 | 1,679,505 | 12,937,506 | ||||||||||||||||||||||
| Anthony Sun | 113,577,680 | 28,217,965 | 1,699,785 | 12,937,506 | ||||||||||||||||||||||
| Robert J. Willett | 140,553,243 | 1,269,463 | 1,672,724 | 12,937,506 | ||||||||||||||||||||||
2. To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The proposal was approved by a vote of the shareholders as follows:
| For | 150,776,244 | |||||||
| Against | 3,960,028 | |||||||
| Abstained | 1,696,664 | |||||||
| Broker Non-Votes | 0 | |||||||
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement including the Compensation Discussion and Analysis, compensation tables and narrative discussion (“say-on-pay”). The proposal was approved by a vote of the shareholders as follows:
| For | 103,475,883 | |||||||
| Against | 37,074,762 | |||||||
| Abstained | 2,944,785 | |||||||
| Broker Non-Votes | 12,937,506 | |||||||
No other matters were voted upon at the Meeting.
SIGNATURE
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.
| COGNEX CORPORATION | |||||||||||
Dated: May 1, 2025 | By: | /s/ Dennis Fehr | |||||||||
Name: | Dennis Fehr | ||||||||||
Title: | Senior Vice President of Finance and Chief Financial Officer | ||||||||||