Cognex Corp Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Cognex Corporation has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023, detailing executive compensation and corporate governance.</b>

AI Summary

COGNEX CORP (CGNX) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Cognex Corporation filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on executive compensation, including awards granted and their fair values. The company is incorporated in Massachusetts (MA). The filing pertains to the 1934 Securities Exchange Act.

Why It Matters

For investors and stakeholders tracking COGNEX CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages, allowing them to make informed voting decisions on matters presented at the annual meeting. As a DEF 14A filing, it outlines the company's governance practices and executive remuneration, which are key factors for investors assessing management's alignment with shareholder interests.

Risk Assessment

Risk Level: medium — COGNEX CORP shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance and executive compensation disclosures rather than immediate financial distress or significant new risks.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management's incentives and potential governance changes.

Key Numbers

• 2023-12-31 — Fiscal Year End (Covered fiscal year)
• 2024-03-15 — Filing Date (Date the DEF 14A was filed)
• 1934 Act — SEC Act (Governing act for the filing)
• 001-34218 — SEC File Number (Cognex Corp's SEC file number)

Key Players & Entities

• COGNEX CORP (company) — Filer name
• CGNX (company) — Ticker symbol
• DEF 14A (regulator) — Form type
• 2024-03-15 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• MA (location) — State of incorporation
• 0000851205 (company) — Central Index Key
• Mr.Willetts (person) — Executive name mentioned in compensation data

FAQ

Risk Factors

• Compliance with SEC Regulations [medium — regulatory]: The company must comply with all applicable SEC rules and regulations regarding proxy solicitations and disclosures.
• Dependence on Key Personnel [medium — operational]: The success of the company may depend on the continued service of its key executive officers.
• Market Conditions and Economic Downturns [medium — financial]: The company's business, financial condition, and results of operations can be adversely affected by global economic conditions.

Key Dates

• 2024-05-01: Annual Meeting of Stockholders — Likely date for shareholder voting on proposals outlined in the proxy statement.
• 2024-03-15: Filing Date — Date the DEF 14A was officially submitted to the SEC.

Filing Documents

• d649832ddef14a.htm (DEF 14A) — 734KB
• g649832g40g40.jpg (GRAPHIC) — 105KB
• g649832g41g01.jpg (GRAPHIC) — 69KB
• g649832g41g41.jpg (GRAPHIC) — 98KB
• g649832g49g49.jpg (GRAPHIC) — 221KB
• g649832g50g50.jpg (GRAPHIC) — 204KB
• 0001193125-24-068649.txt (&nbsp;) — 3123KB
• cgnx-20231231.xsd (EX-101.SCH) — 5KB
• cgnx-20231231_def.xml (EX-101.DEF) — 5KB
• cgnx-20231231_lab.xml (EX-101.LAB) — 6KB
• cgnx-20231231_pre.xml (EX-101.PRE) — 4KB
• d649832ddef14a_htm.xml (XML) — 166KB

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 4

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 5 Delinquent Section 16(a) Beneficial Ownership Reports 6 Corporate Governance 7 Code of Business Conduct and Ethics 7 Director Independence 7 Board Leadership Structure 7 The Board's Role in Risk Oversight 7 Policy on Pledging, Hedging and Trading of Cognex Stock 8 Communications to Directors 8 Board Meetings, Committees and Attendance 8 Compensation/Stock Option Committee Interlocks and Insider Participation 12 Certain Relationships and Related Transactions 12 Board Diversity Matrix 12 Director Nominees 12 Proposal 1: Election of Directors 15 Recommendation 15 Information Regarding Directors and the Director Nominees 15 Director Compensation 19 Director Compensation Table 19 Elements of Director Compensation 20 Director Stock Ownership Guidelines 21 Compensation Policies and Procedures 22 Compensation Discussion and Analysis 24 Executive Summary 24 Say-on-Pay Feedback from Shareholders 24 Business Results 25 Compensation Program Highlights 26 Policy Relating to the Recovery of Erroneously Awarded Compensation 32 Executive Stock Ownership Guidelines 33 Compensation/Stock Option Committee Report 34 Executive Officers 35

Executive Compensation

Executive Compensation 36 Summary Compensation Table 36 Grants of Plan-Based Awards Table 37 Discussion of Summary Compensation and Grants of Plan-Based Awards Tables 38 Option Exercises and Stock Vested Table 39 Outstanding Equity Awards at Fiscal Year-End 40 Employment Agreement with Robert J. Willett 43 Potential Payments Upon Termination or Change of Control 43 CEO Pay Ratio 46 Pay Versus Performance 48 Relationship Between Compensation "Actually Paid" and Performance Measures 50 Tabular List of Most Important Financial Performance Measures 51 Analysis of the Information Presented in the Pay Versus Performance Table 51 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 52 Recommendation 52 Fees Paid to Independent Registered Public Accounting Firm and Other Matters 52 Proposal 3: Executive Compensation ("Say-on-Pay") 54 Recommendation 54 Report of The Audit Committee 55 Shareholder Proposals 56 Notice of Amendments to Amended and Restated By-Laws 56 Other Matters 57 Note Regarding Forward-Looking Statements 58 COGNEX CORPORATION PROXY STATEMENT INFORMATION ABOUT THE MEETING AND VOTING PROCEDURES General This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Cognex Corporation ("Cognex" or the "company") for use at the 2024 Annual Meeting of Shareholders (the "meeting" or "this meeting") to be held at 9:00 a.m. local time on Wednesday, May 1, 2024, at our headquarters located at One Vision Drive, Natick, Massachusetts 01760, and at any adjournments or postponements of that meeting. Our telephone number is (508) 650-3000. At this meeting, shareholders will consider and vote on the following proposals: 1. To elect two Directors to serve for a term of three years; 2. To ratify the selection of Grant Thornton LLP as our independent registered public accounting f

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners The following table shows as of the Record Date, any person who is known by us to be the beneficial owner of more than five percent of our common stock. For purposes of this proxy statement, beneficial ownership is defined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, agreement, understanding, relationship or otherwise has or shares the power to vote such security or to dispose of such security. Name and Address of Beneficial Owner Amount and Nature of Beneficial Common Stock Percent of Class (1) The Vanguard Group, Inc. (and affiliates) 100 Vanguard Blvd. Malvern, PA 19355 17,334,047 (2) 10.1 % BlackRock, Inc. (and affiliates) 50 Hudson Yards New York, NY 10001 14,840,415 (3) 8.6 % The Bank of New York Mellon Corporation (and affiliates) 240 Greenwich Street New York, NY 10286 10,520,621 (4) 6.1 % (1) Percentages are calculated on the basis of 171,821,187 shares of our common stock outstanding as of March 1, 2024. (2) Information regarding The Vanguard Group, Inc. is based solely upon a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024, which indicates that The Vanguard Group held shared voting power over 59,079 shares, sole dispositive power over 17,092,299 shares and shared dispositive power over 241,748 shares. (3) Information regarding BlackRock, Inc. is based solely upon a Schedule 13G/A filed by BlackRock with the SEC on January 25, 2024, which indicates that BlackRock held sole voting power over 14,444,392 shares and sole dispositive power over 14,840,415 shares. (4) Information regarding The Bank of New York Mellon Corporation is based solely upon a Schedule 13G/A filed by The Bank of New York Mellon Corporation with the SEC on January 24, 2024, which indic

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers The following information is furnished as of the Record Date, with respect to our common stock beneficially owned within the meaning of Rule 13d-3 of the Exchange Act by each of our Directors, each Director nominee, each of the "named executive officers" (as defined in Item 402(a)(3) of Regulation S-K) and by all of our Directors and executive officers as a group. Unless otherwise indicated, the individuals named held sole voting and investment power over the shares listed below. The address for each individual is c/o Cognex Corporation, One Vision Drive, Natick, Massachusetts 01760. Name Amount and Nature of Beneficial Common Stock (1) Percent of Class (2) Robert J. Willett 804,716 (3) * Anthony Sun 475,002 (4) * Sheila M. DiPalma 285,726 * Carl W. Gerst III 255,530 * Joerg Kuechen 210,821 * Paul D. Todgham 133,556 * Dianne M. Parrotte 48,740 * Sachin Lawande 6,340 * Marjorie T. Sennett 3,573 * John T.C. Lee 1,906 * Angelos Papadimitriou 1,016 * All Directors and Executive Officers as a group (11 persons) 2,226,926 (5) 1.3 % * Less than 1% (1) Includes the following shares, which the specified individual has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days of March 1, 2024: Mr. Willett, 788,912 shares; Mr. Sun (by Sun Management Associates, LLC, a California limited liability company), 135,400 shares; Ms. DiPalma, 281,724 shares; Mr. Gerst, 248,748 shares; Mr. Kuechen, 202,556 shares; Mr. Todgham, 103,416 shares; and Dr. Parrotte, 39,400 shares. (2) Percentages are calculated on the basis of 173,621,343 shares of our common stock outstanding as of March 1, 2024. The total number of shares outstanding used in this calculation assumes that the currently exercisable options or options which become exercisable within 60 days of March 1, 2024, as well as shares issuable

View Full Filing

View this DEF 14A filing on SEC EDGAR