a6700028.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 27, 2011

 
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 27, 2011, Cognex Corporation (the “Company”) held a Special Meeting of Shareholders in lieu of the 2011 Annual Meeting (the “Meeting”).  As of the record date for the Meeting, there were 41,458,555 shares of common stock of the Company outstanding and entitled to vote.  The 38,381,789 shares represented at the Meeting were voted as follows:

1. 
The election of Robert J. Shillman, Jerald G. Fishman and Theodor Krantz as Directors to serve for a term ending in 2014, and the election of Robert J. Willett as Director to serve for a term ending in 2013.  Each nominee for director was elected by a vote of the shareholders as follows:
 
       
 
                Broker      
         For        Withhold        Non-Votes  
                           
 
Robert J. Shillman
     31,621,465       2,638,719       4,121,605  
 
Jerald G. Fishman
     32,620,817       1,639,367       4,121,605  
 
Theodor Krantz
     33,368,042       892,142       4,121,605  
 
Robert J. Willett
     32,653,827       1,606,357       4,121,605  
 
2. 
To vote on a non-binding advisory proposal regarding the compensation for the Company’s named executive officers (“say-on-pay”).  The proposal was approved by a vote of the shareholders as follows:
 
 
For
     33,167,780  
 
Against
     1,064,178  
 
Abstain
     28,226  
 
Broker Non-Votes
     4,121,605  
 
 
3. 
To vote on a non-binding advisory proposal regarding the frequency of “say-on-pay” proposals.  The voting results on this proposal were as follows:
 
 
Annual
     23,262,733  
  Biennial       943,508  
 
Triennial
     10,018,715  
 
Abstain
     35,228  
 
Broker Non-Votes
     4,121,605  

 
4. 
To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2011.  The proposal was approved by a vote of the shareholders as follows:
 
 
For
     38,324,779  
 
Against
     28,311  
 
Abstain
     28,699  
 
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 27, 2011
 By:   /s/Richard A. Morin
  Name:
Richard A. Morin
  Title: 
Executive Vice President of Finance and
Administration and Chief Financial Officer