Cognex Corporation |
(Exact name of registrant as specified in charter)
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Massachusetts | 001-34218 |
04-2713778
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(State or other jurisdiction | (Commission |
(IRS Employer
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of incorporation) | File Number) | Identification No.) |
One Vision Drive, Natick, Massachusetts
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01760-2059 |
(Address of principal executive offices)
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(Zip Code) |
N/A
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(Former name or former address, if changed since last report.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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q
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1. |
The election of Patrick A. Alias, Theodor Krantz and J. Bruce Robinson as Directors to serve for a term ending in 2020. Each nominee for director was elected by a vote of the shareholders as follows:
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For | Against | Abstained |
Broker
Non-Votes
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||
Patrick A. Alias | 67,854,572 | 3,592,882 | 941,175 | 7,306,644 | |
Theodor Krantz | 70,479,697 | 962,748 | 946,184 | 7,306,644 | |
J. Bruce Robinson | 70,438,312 | 1,007,384 | 942,933 | 7,306,644 |
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:
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For
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69,092,632
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||
Against |
2,301,761
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||
Abstained
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994,236
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Broker Non-Votes
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7,306,644
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3. |
To cast a non-binding advisory vote regarding the frequency of “say-on-pay” proposals. The voting results on this proposal were as follows:
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Annual |
64,056,015
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||
Biennial |
221,222
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Triennial |
7,143,355
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Abstained |
968,037
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Broker Non-Votes |
7,306,644
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Based on these results, and consistent with the recommendation of the Board of Directors, the Company will continue to conduct an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next advisory vote on the frequency of such say-on-pay votes.
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4. |
To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2017. The proposal was approved by a vote of the shareholders as follows:
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For
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78,168,740
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||
Against |
568,195
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||
Abstained
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958,338
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||
Broker Non-Votes
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0
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5. |
To consider and act upon a shareholder proposal regarding the composition of the initial list of candidates from which new director nominees are chosen, if properly presented at the meeting. The proposal was approved by a vote of the shareholders as follows:
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For
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44,777,144
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||
Against |
26,535,741
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||
Abstained
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1,075,744
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Broker Non-Votes
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7,306,644
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COGNEX CORPORATION
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Date: May 2, 2017
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By:
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/s/ John J. Curran
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Name:
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John J. Curran
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Title:
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Senior Vice President of Finance
and Chief Financial Officer
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