UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
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)) |
Explanatory Note
This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form
8-K filed by Cognex Corporation (the “Company”) with the Securities and Exchange Commission on
April 27, 2011 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to disclose
the Company’s decision regarding how frequently it will conduct shareholder advisory votes on
executive compensation. No other changes have been made to the Original Filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 27, 2011, the Company held a Special Meeting of Shareholders in lieu of the 2011 Annual
Meeting at which the Company’s shareholders voted on, among other things, a non-binding proposal
regarding the frequency of future shareholder advisory votes on the compensation of the Company’s
named executive officers (“say-on-pay”). As previously reported by the Company in the Original
Filing, a majority of the votes cast on the frequency proposal were cast in favor of holding annual
say-on-pay votes. After considering the voting results, the Company has decided 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.
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 |
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| Date: August 1, 2011 | By: | /s/ Richard A. Morin | ||
| Name: | Richard A. Morin | |||
| Title: | Executive Vice President of Finance and Administration, and Chief Financial Officer | |||