Cognex (NASDAQ: CGNX) investors approve directors, pay plan and KPMG

Rhea-AI Filing Summary

Cognex Corporation reported governance updates from its 2026 annual meeting and a change in officer status. The board determined that Joerg Kuechen will no longer be treated as an “executive officer” under Exchange Act rules, and he will remain with the company as Head of Mergers and Acquisitions.

At the meeting, shareholders representing 153,890,280 of 167,013,856 shares outstanding as of the record date approved all proposals recommended by the board. Three directors—Matthew Moschner, Angelos Papadimitriou and Christopher Donato—were elected to terms ending in 2029. Shareholders also approved an amendment to the 2023 Stock Option and Incentive Plan, ratified KPMG LLP as independent registered public accounting firm for fiscal 2026, and gave advisory approval to executive compensation as described in the proxy statement.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 167,013,856 shares Shares represented: 153,890,280 shares Plan amendment approval votes: 135,582,856 for / 3,763,664 against +3 more

6 metrics

Shares outstanding 167,013,856 shares Common stock entitled to vote as of record date

Shares represented 153,890,280 shares Shares represented at 2026 annual meeting

Plan amendment approval votes 135,582,856 for / 3,763,664 against Amendment to 2023 Stock Option and Incentive Plan

Auditor ratification votes 153,641,083 for Ratification of KPMG LLP for fiscal 2026

Say-on-pay votes 109,615,176 for / 29,685,048 against Advisory vote on executive compensation

Director term end 2029 Terms for Moschner, Papadimitriou and Donato

Key Terms

executive officer, Rule 3b-7, Rule 16a-1(f), broker non-votes, +2 more

6 terms

executive officer regulatory

"will no longer be deemed an “executive officer” of the Company within the meaning of Rule 3b-7"

Rule 3b-7 regulatory

"no longer be deemed an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act"

Rule 16a-1(f) regulatory

"or an “officer” within the meaning of Rule 16a-1(f) of the Exchange Act"

broker non-votes financial

"For | Against | Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

say-on-pay financial

"including the Compensation Discussion and Analysis, compensation tables and narrative discussion (“say-on-pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Understanding 8-K Material Events →

0000851205FALSE00008512052026-04-292026-04-29

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

FAQ

What officer change did Cognex (CGNX) disclose in this 8-K?

Cognex’s board determined that Joerg Kuechen will no longer be considered an “executive officer” or an “officer” under key Exchange Act rules. He will continue with the company as Head of Mergers and Acquisitions, shifting his formal reporting status but not his role.

How many Cognex (CGNX) shares were eligible and represented at the 2026 meeting?

Cognex had 167,013,856 common shares outstanding and entitled to vote as of the record date. At the 2026 annual meeting, 153,890,280 shares were represented, indicating a high level of shareholder participation in the voting process and board-supported proposals.

Which directors were elected at Cognex’s 2026 annual meeting?

Shareholders elected Matthew Moschner, Angelos Papadimitriou and Christopher Donato as directors. Each will serve a term ending in 2029. All three nominees received strong majority support in the “for” column, with additional broker non-votes reported consistent with typical street-name holdings.

Did Cognex (CGNX) shareholders approve changes to the 2023 Stock Option and Incentive Plan?

Yes. An amendment to the Cognex 2023 Stock Option and Incentive Plan was approved with 135,582,856 shares voting for, 3,763,664 against and 140,329 abstaining. There were also 14,403,431 broker non-votes, reflecting shares held in street name that did not vote on this item.

Who is Cognex’s independent auditor for fiscal 2026 and how was the vote?

Shareholders ratified KPMG LLP as Cognex’s independent registered public accounting firm for fiscal year 2026. The vote was strongly favorable, with 153,641,083 shares for, 83,521 against and 165,676 abstaining. There were no broker non-votes reported on this auditor ratification item.

How did Cognex (CGNX) shareholders vote on executive compensation (say-on-pay)?

On an advisory basis, shareholders approved the compensation of Cognex’s named executive officers as described in the proxy. The say-on-pay proposal received 109,615,176 votes for, 29,685,048 against and 186,625 abstentions, with 14,403,431 broker non-votes recorded on this item.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 4.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 4.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.8 KB