UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 29, 2010
Cognex Corporation
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-34218 04-2713778
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
One Vision Drive, Natick, Massachusetts 01760-2059
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(508) 650-3000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 29, 2010, Jeffrey B. Miller was appointed to the Board of Directors of
Cognex Corporation (the "Company"), effective immediately. Mr. Miller was
appointed to the Audit Committee of the Board of Directors. Following such
appointment, the Audit Committee of the Board of Directors consists of Mr.
Miller and Directors Theodor Krantz and Reuben Wasserman; the Nominating and
Corporate Governance Committee remains unchanged (consisting of Directors Jerald
G. Fishman, Anthony Sun and Reuben Wasserman); and the Compensation/Stock Option
Committee remains unchanged (consisting of Directors Fishman, Krantz and
Wasserman).
Mr. Miller has been an independent consultant working with community-based early
stage companies, and has served on numerous non-profit boards and local
government agencies and commissions, and in professional Directorships, since
2008. Prior to 2008, Mr. Miller was President of Markem Corporation, a leading
global provider of product identification solutions, where he spent a 28-year
career. In 2006, he managed the sale of the company to Dover Corporation. Mr.
Miller also serves as a member of the Board of Directors of several private
companies. He holds an A.B. from Dartmouth College, and an M.B.A. from Harvard
University.
In connection with his appointment, Mr. Miller will receive a stock option grant
of 20,000 shares under the Company's 2007 Stock Option and Incentive Plan that
will vest in four annual installments. For his service on the Board and any
committees of the Board, Mr. Miller will receive the same compensation payable
by the Company to its other non-employee directors for their service on the
Board and committees. Mr. Miller also will enter into the Company's standard
indemnification agreement, which has been previously entered into with each of
the Company's directors and the form of which has been filed by the Company with
the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COGNEX CORPORATION
Dated: August 3, 2010 By: /s/ Richard A. Morin
--------------------
Name: Richard A. Morin
Title: Executive Vice President of Finance,
Chief Financial Officer, and Treasurer