a50255100.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 26, 2012
 
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 26, 2012, Cognex Corporation (the “Company”) held a Special Meeting of Shareholders in lieu of the 2012 Annual Meeting (the “Meeting”).  As of the record date for the Meeting, there were 42,709,229 shares of common stock of the Company outstanding and entitled to vote.  The 40,557,418 shares represented at the Meeting were voted as follows:

1.
The election of Robert J. Shillman, Patrick A. Alias and Reuben Wasserman as Directors to serve for a term ending in 2015.  Each nominee for director was elected by a vote of the shareholders as follows:
 
       
Broker
   
For
Withhold
Non-Votes
         
 
Robert J. Shillman
34,374,133
3,573,145
2,610,140
 
Patrick A. Alias
19,591,232
18,356,046
2,610,140
 
Reuben Wasserman
35,615,251
2,332,027
2,610,140
 
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
 36,645,515    
 
Against
 1,274,175    
 
Abstained
 27,588    
 
Broker Non-Votes
 2,610,140    
 
3.
To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2012.  The proposal was approved by a vote of the shareholders as follows:
 
 
For
   40,518,417  
 
Against
   20,889  
 
Abstained
   18,112  
 
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 26, 2012
By:
/s/ Richard A. Morin  
  Name: 
Richard A. Morin
  
  Title: 
Executive Vice President of Finance and
  
   
Administration and Chief Financial Officer