8-K – 2026-04-30 – cgnx-20260429.htm

cgnx-20260429 0000851205 FALSE 0000851205 2026-04-29 2026-04-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

April 29, 2026
Date of Report (date of earliest event reported)
___________________________________
Cognex Corporation
(Exact name of registrant as specified in its charter)
___________________________________

Massachusetts
(State or other jurisdiction of
incorporation or organization)
001-34218
(Commission File Number)
04-2713778
(I.R.S. Employer Identification Number)

One Vision Drive
Natick , Massachusetts 01760

(Address of principal executive offices and zip code)

( 508 ) 650-3000

(Registrant's telephone number, including area code)

___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $.002 per share
CGNX
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 29, 2026, the Board of Directors of Cognex Corporation (the “Company”) determined that, based on the evolution of his role with the Company, Joerg Kuechen will no longer be deemed an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or an “officer” within the meaning of Rule 16a-1(f) of the Exchange Act. Mr. Kuechen will continue with the Company in the position of Head of Mergers and Acquisitions.

Item 5.07     Submission of Matters to a Vote of Security Holders
On April 29, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “Meeting”). As of the record date for the Meeting, there were 167,013,856 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 2026 Proxy Statement filed with the Securities and Exchange Commission on March 13, 2026 (the “Proxy Statement”). The 153,890,280 shares represented at the Meeting were voted as follows:
1.     The election of Matthew Moschner, Angelos Papadimitriou and Christopher Donato as Directors to serve for a term ending in 2029. Each nominee for director was elected by a vote of the shareholders as follows:

For
Against
Abstained
Broker Non-Votes

Matthew Moschner
136,554,604
2,824,917

107,328

14,403,431

Angelos Papadimitriou
121,262,948
18,115,308
108,593
14,403,431

Christopher Donato
134,157,408
5,216,762
112,679
14,403,431

2.    To approve an amendment to the Cognex Corporation 2023 Stock Option and Incentive Plan. The proposal was approved by a vote of the shareholders as follows:

For
135,582,856

Against
3,763,664

Abstained
140,329

Broker Non-Votes
14,403,431

3.    To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The proposal was approved by a vote of the shareholders as follows:

For
153,641,083

Against
83,521

Abstained
165,676

Broker Non-Votes
0

4.    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
109,615,176

Against
29,685,048

Abstained
186,625

Broker Non-Votes
14,403,431

No other matters were voted upon at the Meeting.

Item 9.01     Financial Statements and Exhibits
(d) Exhibits

Exhibit No.
Description

10.1
Amendment No. 1 to the Cognex Corporation 2023 Stock Option and Incentive Plan.

104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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: April 30, 2026
By:
/s/ Dennis Fehr

Name:
Dennis Fehr

Title:
Senior Vice President of Finance and Chief Financial Officer