--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-135029" form_type: "8-K" ticker: "CGNX" cik: "0000851205" company_name: "COGNEX CORP" filed_at: "2023-05-04T23:59:59+00:00" generated_at: "2026-06-15T23:46:39.136636+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Cognex shareholders approve 2023 Stock Option Plan with 8.1M new shares; elect three directors ## Summary - Shareholders approved 2023 Stock Option Plan authorizing up to 8.1M new shares plus any forfeited shares from prior plans. - Elected Angelos Papadimitriou, Dianne Parrotte (terms ending 2026), and John T.C. Lee (term ending 2025). - Ratified Grant Thornton LLP as independent auditor for FY2023 with 154.8M votes for. - Advisory say-on-pay passed with 127.0M for; shareholders favored annual frequency (147.6M for 1-year). ## SEC filing metadata - accession: 0001193125-23-135029 - form_type: 8-K - ticker: CGNX - cik: 0000851205 - company_name: COGNEX CORP - filed_at: 2023-05-04T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/0001193125-23-135029-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/d255047d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-135029 - JSON: https://secwatch.observer/filing/0001193125-23-135029.json - Plain text: https://secwatch.observer/filing/0001193125-23-135029.txt ## Key facts - Shareholder Votes COGNEX CORP shareholders approved To recommend, by non-binding vote, the frequency of shareholder votes on executive compensation at the 2023-05-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-03 source text: 5. To recommend, by non-binding vote, the frequency of shareholder votes on executive compensation. The voting results on this proposal were as follows: 1 Year 147,985,373 2 Years 30,277 3 Years 1,922,893 Abstained 120,291 Broker Non-Votes 6,855,154 evidence_url: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/0001193125-23-135029-index.htm - Shareholder Votes COGNEX CORP shareholders approved To approve the Cognex Corporation 2023 Stock Option and Incentive Plan at the 2023-05-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-03 source text: 2. To approve the Cognex Corporation 2023 Stock Option and Incentive Plan. The proposal was approved by a vote of the shareholders as follows: For 136,216,495 Against 13,762,984 Abstained 79,355 Broker Non-Votes 6,855,154 evidence_url: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/0001193125-23-135029-index.htm - Shareholder Votes COGNEX CORP shareholders approved 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”) at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: 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 127,030,881 Against 22,844,969 Abstained 182,984 Broker Non-Votes 6,855,154 evidence_url: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/0001193125-23-135029-index.htm - Shareholder Votes COGNEX CORP shareholders approved To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023 at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: 3. To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The proposal was approved by a vote of the shareholders as follows: For 154,793,086 Against 2,024,645 Abstained 96,257 Broker Non-Votes 0 evidence_url: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/0001193125-23-135029-index.htm - Shareholder Votes COGNEX CORP shareholders approved Election of Directors at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: 1. The election of Angelos Papadimitriou and Dianne M. Parrotte as Directors to serve for a term ending in 2026, and the election of John T.C. Lee as Director to serve for a term ending in 2025. Each nominee for director was elected by a vote of the shareholders as follows: For Against Abstained Broker Non-Votes Angelos Papadimitriou 143,779,551 6,193,696 85,587 6,855,154 Dianne M. Parrotte 134,806,333 14,371,516 880,985 6,855,154 John T.C. Lee 147,300,457 2,668,693 89,684 6,855,154 evidence_url: https://www.sec.gov/Archives/edgar/data/851205/000119312523135029/0001193125-23-135029-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.