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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item Item 5.07 Submission of Matters to a Vote of Security Holders
On May 4, 2022, Cognex Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Meeting”). As of the record date for the Meeting, there were 173,891,952 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 Notice of Meeting contained in the Company’s 2022 Proxy Statement filed with the Securities and Exchange Commission on March 18, 2022 (the “Proxy Statement”). The 149,053,798 shares represented at the Meeting were voted as follows:
| 1. | The election of Anthony Sun and Robert J. Willett as Directors to serve for a term ending in 2025, and the election of Marjorie T. Sennett as Director to serve for a term ending in 2024. Each nominee for director was elected by a vote of the shareholders as follows: |
| For | Against | Abstained | Broker Non-Votes |
|||||||||||||
| Anthony Sun |
119,716,079 | 20,654,514 | 1,648,648 | 7,034,557 | ||||||||||||
| Robert J. Willett |
140,043,519 | 1,896,990 | 78,732 | 7,034,557 | ||||||||||||
| Marjorie T. Sennett |
141,270,454 | 681,319 | 67,468 | 7,034,557 | ||||||||||||
| 2. | To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The proposal was approved by a vote of the shareholders as follows: |
| For |
147,257,144 | |||
| Against |
1,701,437 | |||
| Abstained |
95,217 | |||
| Broker Non-Votes |
0 |
| 3. | 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 |
125,659,890 | |||
| Against |
16,178,351 | |||
| Abstained |
181,000 | |||
| Broker Non-Votes |
7,034,557 |
No other matters were voted upon at the Meeting.
SIGNATURES
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: May 5, 2022 | By: /s/ Paul D. Todgham | |||||
| Paul D. Todgham | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
