a50618558.htm
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):  April 25, 2013
 
Cognex Corporation
(Exact Name of Registrant as Specified in 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 (see General Instruction A.2. below):

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

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

 
 
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders
 
On April 25, 2013, Cognex Corporation (the “Company”) held a Special Meeting of Shareholders in lieu of the 2013 Annual Meeting (the “Meeting”).  As of the record date for the Meeting, there were 43,394,415 shares of common stock of the Company outstanding and entitled to vote.  The 38,212,473 shares represented at the Meeting were voted as follows:

1. 
The election of Robert J. Shillman, Anthony Sun and Robert J. Willett as Directors to serve for a term ending in 2016.  Each nominee for director was elected by a vote of the shareholders as follows:
 
            Broker   
   
For
  
Withhold
  
Non-Votes
 
 
Robert J. Shillman
33,392,418
  
2,519,055
  
2,301,000
 
Anthony Sun
33,951,169
  
1,960,304
  
2,301,000
 
Robert J. Willett
34,237,261
  
1,674,212
  
2,301,000
 
2. 
To cast a non-binding advisory vote to approve 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
35,453,335
  
 
  Against 
408,057
    
 
Abstained
50,081
  
 
 
Broker Non-Votes
2,301,000
  
 
 
3. 
To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2013.  The proposal was approved by a vote of the shareholders as follows:
 
  For
38,188,969
  
 
  Against 
11,348
    
 
Abstained
12,156
  
 
 
Broker Non-Votes
0
  
 
 
No other matters were voted upon at the Meeting.

 
 
 

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
 
 
Date: April 25, 2013
 By: /s/Richard A. Morin
  Name: 
Richard A. Morin
  Title: 
Executive Vice President of Finance and
Administration and Chief Financial Officer