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EX-99.1

2 a04052026-xex991xq12026ear.htm

EX-99.1

Document

Exhibit 99.1

Cognex Reports First Quarter 2026 Results

May 6, 2026 — NATICK, MA — Cognex Corporation (NASDAQ: CGNX), the global technology leader in industrial machine vision, today reported financial results for the first quarter ended April 5, 2026.

First-Quarter Financial and Operating Highlights

•Revenue increased 24% year over year, or 21% on a constant-currency basis, exceeding expectations due to broad-based strength across major end markets.

•Operating margin was 22.3%; Adjusted EBITDA margin reached 26.9%, expanding 1,010 basis points year over year and marking the seventh consecutive quarter of margin improvement.

•Net income per diluted share was $0.31; Adjusted diluted earnings per share of $0.34 increased 113% year over year, representing the seventh straight quarter of growth.

•Returned $113 million to shareholders in Q1 primarily through opportunistic share repurchases.

•Advancing AI vision innovation: introduced two breakthrough AI vision platforms – the In‑Sight® 6900 powered by NVIDIA and the In‑Sight® 3900 embedded AI vision system powered by Qualcomm.

•Successfully completed the divestiture of the Japan‑focused trading business as part of the announced portfolio optimization.

“Since the CEO transition was announced a year ago, we’ve moved with urgency to focus our strategy, strengthen execution, and position Cognex for sustainable, profitable growth,” said Matt Moschner, President and CEO. “This was evident in Q1, highlighted by the launch of two breakthrough AI vision systems, the completion of the trading business divestiture and continued execution toward our announced cost reduction target. We believe that this progress is clearly reflected in our Q1 results, with an exceptional start to the year and broad‑based outperformance during the quarter."

Mr. Moschner continued, "Our latest AI vision products reinforce our technology leadership and objective of becoming the #1 provider of AI‑powered machine vision. By combining our industry-leading AI vision tools with high-performance embedded systems and the scalability of OneVision™, we’re enabling customers to solve more complex inspection challenges at the edge – faster, easier, and without the cost and complexity of PC-based architectures."

Dennis Fehr, CFO, added, “Our strong Q1 performance reflects disciplined execution and continued progress against our profitable growth strategy. As we continue to transform our operating model, we expect to drive higher productivity, support sustainable margin expansion, and reinforce our commitment to creating long‑term shareholder value."

Financial Performance Highlights for the First Quarter

(Dollars in millions, except per share amounts)

Three-months ended

April 05, 2026March 30, 2025Y/Y Change

Revenue$268$216+24%

Operating Income$60$26+131%

% of Revenue22.3%12.1%+1,020 bps

Adjusted EBITDA*$72$36100%

% of Revenue26.9%16.8%+1,010 bps

Net Income per Diluted Share$0.31$0.14+121%

Adjusted EPS (Diluted)*$0.34$0.16+113%

*Adjusted EBITDA and Adjusted EPS (Diluted) include non-GAAP adjustments. A reconciliation from GAAP to non-GAAP metrics is provided in this news release.

1

•Revenue was $268 million, compared with $216 million in the first quarter of 2025, an increase of 24%. Excluding the impact of foreign currency exchange (FX), revenue increased 21% compared to the prior year. The year-over-year increase in revenue was driven by broad-based strength across major end markets.

•Gross margin was 71.1% compared to 66.8% in the first quarter of 2025. Adjusted gross margin of 71.8% compared to 67.6% in the first quarter of 2025, an increase of 420 basis points. The year-over-year increase was primarily driven by favorable mix and volume, slightly offset by tariffs.

•Operating expenses were $131 million compared to $118 million in the first quarter of 2025, an increase of 11%. Adjusted operating expenses were $125 million compared to $115 million in the first quarter of 2025, an increase of 9%. On a constant-currency basis, Adjusted operating expenses increased 4% year over year, driven by higher incentive compensation, partially offset by disciplined cost management.

•Operating income was $60 million compared to $26 million in the first quarter of 2025, an increase of 131%. Operating margin was 22.3% compared to 12.1% in the first quarter of 2025, an increase of 1,020 basis points. Adjusted operating margin was 25.2% compared to 14.4% in the first quarter of 2025, an increase of 1,080 basis points.

•Adjusted EBITDA was $72 million compared to $36 million in the first quarter of 2025, an increase of 100%. Adjusted EBITDA margin was 26.9% compared to 16.8% in the first quarter of 2025, an increase of 1,010 basis points. The year-over-year expansion was driven by revenue growth and favorable mix.

•Net income of $52 million compared to $24 million in the first quarter of 2025, an increase of 117%. Adjusted net income

cgnx-202602110000851205FALSE00008512052026-02-112026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 11, 2026 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On February 11, 2026, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter and year ended December 31, 2025. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On February 11, 2026, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.085 per share. The dividend is payable on March 12, 2026, to all shareholders of record at the close of business on February 26, 2026.

Additionally, on February 11, 2026, the Company announced that its Board of Directors authorized the repurchase of an additional $500,000,000 of the Company’s common stock through open market purchases, privately negotiated transactions or otherwise in compliance with applicable securities laws. The Board also reauthorized the Company to establish Rule 10b5-1 trading plans. The Company may repurchase shares pursuant to its repurchase program depending upon a variety of factors, including, among other things, the impact of dilution from equity-based awards, stock price, share availability, and cash requirements.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated February 11, 2026, by Cognex Corporation with respect to financial results for the quarter and year ended December 31, 2025 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 11th day of February, 2026.

COGNEX CORPORATION

By: /s/ Dennis Fehr Name: Dennis Fehr Title: Senior Vice President of Finance and Chief Financial Officer

cgnx-202510290000851205FALSE00008512052025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 29, 2025 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On October 29, 2025, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter ended September 28, 2025. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On October 29, 2025, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.085 per share. The dividend is payable on November 28, 2025, to all shareholders of record at the close of business on November 13, 2025.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated October 29, 2025, by Cognex Corporation with respect to financial results for the quarter ended September 28, 2025 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 29th day of October, 2025.

COGNEX CORPORATION

By: /s/ Dennis Fehr Name: Dennis Fehr Title: Senior Vice President of Finance and Chief Financial Officer

cgnx-202507300000851205FALSE00008512052025-07-302025-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 30, 2025 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On July 30, 2025, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter ended June 29, 2025. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On July 30, 2025, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share. The dividend is payable on August 28, 2025, to all shareholders of record at the close of business on August 14, 2025.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated July 30, 2025, by Cognex Corporation with respect to financial results for the quarter ended June 29, 2025 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 30th day of July, 2025.

COGNEX CORPORATION

By: /s/ Dennis Fehr Name: Dennis Fehr Title: Senior Vice President of Finance and Chief Financial Officer

cgnx-202504300000851205FALSE00008512052025-04-302025-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 30, 2025 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On April 30, 2025, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter ended March 30, 2025. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer On April 30, 2025, Robert Willett advised the Company that he will retire as Chief Executive Officer (“CEO”) of the Company, effective June 27, 2025 (the “Transition Date”).

The Company’s Board of Directors (the “Board”) determined that Matthew Moschner, who currently serves as the Company’s President and Chief Operating Officer, will succeed Mr. Willett as CEO and, in such capacity, as the “principal executive officer” of the Company. In connection with this transition, on April 30, 2025, the Board also authorized an increase to the number of directors on the Board from seven to eight and appointed Mr. Moschner as a director of the Company, effective as of the Transition Date. The Board appointed Mr. Moschner to serve a term as director expiring at the 2026 Annual Meeting of Shareholders and until his successor is duly elected and qualified. Mr. Moschner’s qualifications for sitting on the Board include his experience in the machine vision industry, his executive leadership experience and his knowledge of the Company that he has acquired through his various roles and responsibilities.

To effect an orderly transition, the Company has entered into an agreement with Mr. Willett, effective April 30, 2025 (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Willett will continue in his current capacity until the Transition Date. Thereafter, Mr. Willett intends to remain an employee of the Company as an at-will, non-executive advisor to Mr. Moschner (the “Continued Employment Period”). During the Continued Employment Period, Mr. Willett will report to Mr. Moschner, or the then-current CEO.

Prior to the Transition Date, Mr. Willett will continue to be paid his current salary and will remain eligible for all Company benefits for which he is currently entitled, including participation in the Company’s bonus plan on a pro-rata basis through the Transition Date. Although Mr. Willett will not receive any new equity awards, Mr. Willett’s current equity aw

cgnx-202502120000851205FALSE00008512052025-02-122025-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 12, 2025 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On February 12, 2025, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter and year ended December 31, 2024. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On February 12, 2025, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share. The dividend is payable on March 13, 2025, to all shareholders of record at the close of business on February 27, 2025.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated February 12, 2025, by Cognex Corporation with respect to financial results for the quarter and year ended December 31, 2024 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 12th day of February, 2025.

COGNEX CORPORATION

By: /s/ Dennis Fehr Name: Dennis Fehr Title: Senior Vice President of Finance and Chief Financial Officer

cgnx-202410300000851205FALSE00008512052024-10-302024-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 30, 2024 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On October 30, 2024, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter ended September 29, 2024. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On October 30, 2024, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share. The dividend is payable on November 29, 2024, to all shareholders of record at the close of business on November 14, 2024.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated October 30, 2024, by Cognex Corporation with respect to financial results for the quarter ended September 29, 2024 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 30th day of October, 2024.

COGNEX CORPORATION

By: /s/ Dennis Fehr Name: Dennis Fehr Title: Senior Vice President of Finance and Chief Financial Officer

cgnx-202407310000851205FALSE00008512052024-07-312024-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 31, 2024 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On July 31, 2024, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter ended June 30, 2024. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On July 31, 2024, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.075 per share. The dividend is payable on August 29, 2024, to all shareholders of record at the close of business on August 15, 2024.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated July 31, 2024, by Cognex Corporation with respect to financial results for the quarter ended June 30, 2024 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 31st day of July, 2024.

COGNEX CORPORATION

By: /s/ Dennis Fehr Name: Dennis Fehr Title: Senior Vice President of Finance and Chief Financial Officer

cgnx-202405010000851205FALSE00008512052024-05-012024-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 1, 2024 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On May 2, 2024, Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter ended March 31, 2024. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing. Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 1, 2024, the Board of Directors of the Company appointed Dennis Fehr as Senior Vice President of Finance and Chief Financial Officer of the Company, effective May 3, 2024. In such capacity, Mr. Fehr will serve as the Principal Financial Officer of the Company for purposes of filings with the Securities and Exchange Commission. A copy of the press release announcing Mr. Fehr’s appointment is attached hereto as Exhibit 99.2 and is hereby incorporated by reference. Mr. Fehr will replace Laura MacDonald as Principal Financial Officer of the Company on May 3, 2024. Ms. MacDonald assumed the roles of Principal Financial Officer and Principal Accounting Officer while the Company searched for a new Chief Financial Officer following the resignation of Paul Todgham earlier this year. Ms. MacDonald will continue with the Company in her role as Principal Accounting Officer and Corporate Controller, reporting to Mr. Fehr. Mr. Fehr, 44, will lead the Company's global finance organization including accounting and controllership, financial planning and analysis, tax, investor relations, internal audit and treasury, as well as the Company’s global information technology organization. Most recently, Mr. Fehr was the Chief Financial Officer of 6K Inc., a manufacturing technology company focused on strategic materials in the battery supply chain and for additive materials. From 2018 to 2022, Mr. Fehr was the Chief Financial Officer of Fluence Energy, Inc. (NASDAQ: FLNC), which was founded as a joint venture between Siemens AG and The AES Corporation. Mr. Fehr helped lead the initial public offering of Fluence Energy in 2021. Prior to Fluence Energy, Mr. Fehr was Vice President of Finance at Siemens from November 2014 to December 2017. From 2003 to 2014, Mr. Fehr held various finance-related positions across the German, Indonesian and Chinese entities of Siemens. Since 2019, Mr. Fehr has also served as a member of the Board of Directors of the German International School Society of Washington, D.C. Mr. Fehr obtained his bachelor’s degree in business administration from Cooperative State University

cgnx-202402150000851205FALSE00008512052024-02-152024-02-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 15, 2024 Date of Report (date of earliest event reported)

Cognex Corporation (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 001-34218 (Commission File Number) 04-2713778 (I.R.S. Employer Identification Number)

One Vision Drive Natick, Massachusetts 01760-2059

(Address of principal executive offices and zip code)

(508) 650-3000

(Registrant's telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $.002 per shareCGNXThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company    ☐ 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. ☐

Item 2.02 - Results of Operations and Financial Condition On February 15, 2024, Cognex Corporation (the " Company ") issued a news release to report its financial results for the quarter and year ended December 31, 2023. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events On February 15, 2024, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.075 per share. The dividend is payable on March 14, 2024, to all shareholders of record at the close of business on February 29, 2024.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1News release, dated February 15, 2024, by Cognex Corporation with respect to financial results for the quarter and year ended December 31, 2023 (furnished herewith)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 15th day of February, 2024.

COGNEX CORPORATION

By: /s/ Paul Todgham Name: Paul Todgham Title: Senior Vice President and Chief Financial Officer

false000085120500008512052023-10-312023-10-31

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): October 31, 2023

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02           Results of Operations and Financial Condition

On October 31, 2023, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended October 1, 2023. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01           Other Events

On October 31, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.075 per share. The dividend is payable on December 1, 2023, to all shareholders of record at the close of business on November 17, 2023.

Item 9.01           Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.

Description

99.1

News release, dated October 31, 2023, by Cognex Corporation with respect to financial results for the quarter ended October 1, 2023 (furnished herewith)

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNEX CORPORATION

Dated: October 31, 2023

By:/s/ Paul Todgham

Paul Todgham

Senior Vice President and Chief Financial Officer

false12-31000085120500008512052023-08-022023-08-02

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): August 2, 2023

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02

Results of Operations and Financial Condition

On August 3, 2023, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended July 2, 2023. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 2, 2023, in connection with certain recent changes to Securities and Exchange Commission rules and a periodic review of corporate governance matters, the Board of Directors (the “Board”) of the “Company approved amendments to the Company’s Amended and Restated By-Laws (as amended, the “A&R By-Laws”), effective immediately.

The amendments to the A&R By-Laws, among other things:

◾

Address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including requiring: (a) the shareholder’s nomination notice to include information regarding the solicitation of proxies from shareholders; and (b) the shareholder to comply with Rule 14a-19 and provide reasonable evidence thereof prior to the shareholder meeting;

◾

Provide that any shareholder soliciting proxies use a proxy card color other than white, which is reserved for the exclusive use of the Board;

◾

Enhance the informational and procedural requirements in connection with shareholder proposals and shareholder director nominations, including: (a) requiring additional information about the shareholder making the director nomination or proposal; (b) requiring additional information about the shareholder proposed business and/or director nominee; (c) requiring certain updates to notices provided by the shareholder to the Company; and (d) providing that the number of nominees a shareholder may nominate for election at the meeting may not exceed the number of directors to be elected at such meeting;

◾

Enhance the informational and procedural requirements in connection with a request for a special meeting of shareholders by one or more shareholders in accordance with the A&R By-Laws;

◾

Clarify the powers of the Board and the presiding officer at a shareholder meeting to prescribe rules and regulations for the conduct of the meeting

◾

Provide that, unless the Company consents in writing to the selection of an alternative forum, (a) Massachusetts State Court is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim

false000085120500008512052023-05-042023-05-04

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): May 4, 2023

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02          Results of Operations and Financial Condition

On May 4, 2023, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended April 2, 2023. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01          Other Events

On May 4, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.07 per share. The dividend is payable on June 2, 2023, to all shareholders of record at the close of business on May 19, 2023.

Item 9.01          Financial Statements and Exhibits

(d)       Exhibits

Exhibit No.             Description

99.1                         News release, dated May 4, 2023, by Cognex Corporation with respect to financial results for the quarter ended April 2, 2023 (furnished herewith)

104                          Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNEX CORPORATION

Dated: May 4, 2023

By:/s/ Paul Todgham

Paul Todgham

Senior Vice President and Chief Financial Officer

false000085120500008512052023-02-152023-02-15

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): February 15, 2023

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02

Results of Operations and Financial Condition

On February 16, 2023, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter and year ended December 31, 2022. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.02

Departure of  Directors  or  Certain  Officers;  Election  of  Directors;  Appointment  of  Certain Officers; Compensatory Arrangements of Certain Officers

On February 15, 2023, the Board of Directors (the “Board”) of the Company authorized an increase to the number of directors on the Board from eight to nine and appointed Angelos Papadimitriou as a director of the Company. The Board appointed Mr. Papadimitriou, effective February 17, 2023, to serve in accordance with the bylaws of the Company and until his successor is duly elected and qualified. Mr. Papadimitriou shall serve on the Audit Committee of the Board of Directors. At the Company’s 2023 Annual Meeting of Shareholders, the Board will nominate Mr. Papadimitriou for election to the class of directors whose term ends in 2026. A copy of the press release announcing Mr. Papadimitriou’s appointment is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Mr. Papadimitriou, age 56, currently serves as Chairman of the Board of Directors of Athena Ventures, an early-stage venture fund. From August 2020 to February 2021, Mr. Papadimitriou was the Co-Chief Executive Officer of Pirelli & C. S.p.A., a public company listed on the Milan Stock Exchange. Mr. Papadimitriou previously led Coesia S.p.A., a group of global industrial and packaging solutions companies as their Chief Executive Officer for ten years. Mr. Papadimitriou currently serves as a director of Humanitas, a privately held network of teaching and research hospitals and Dompé Farmaceutici S.p.A., a privately-held biopharmaceutical company. Mr. Papadimitriou holds an MBA from the Harvard Graduate School of Business Administration and a Bachelor of Arts in Computer Science and Business Economics from Brown University.

Mr. Papadimitriou’s qualifications for sitting on the Board include his executive leadership experience, including his service as chief executive officer of a large public company, perspective from his service on other company boards and expertise in the packaging machinery and industrial automation industries and European and international markets.

For his service on the Board, Mr. Papadimitriou will receive an annual stipen

false000085120500008512052022-11-032022-11-03

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): November 3, 2022

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02          Results of Operations and Financial Condition

On November 3, 2022, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended October 2, 2022. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01          Other Events

On November 3, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.07 per share. The dividend is payable on December 2, 2022 to all shareholders of record at the close of business on November 18, 2022.

Item 9.01          Financial Statements and Exhibits

(d)          Exhibits

Exhibit No.             Description

99.1                         News release, dated November 3, 2022, by Cognex Corporation (furnished herewith)

104                          Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNEX CORPORATION

Dated: November 3, 2022

By:/s/ Paul Todgham

Paul Todgham

Senior Vice President and Chief Financial Officer

false000085120500008512052022-08-022022-08-02

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): August 2, 2022

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02

Results of Operations and Financial Condition

On August 2, 2022, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended July 3, 2022. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01

Other Events

On August 2, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.065 per share. The dividend is payable on September 2, 2022 to all shareholders of record at the close of business on August 19, 2022.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

99.1

News release, dated August 2, 2022, by Cognex Corporation (furnished herewith)

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNEX CORPORATION

Dated: August 2, 2022

By:/s/ Paul Todgham

Paul Todgham

Senior Vice President and Chief Financial Officer

false000085120500008512052022-05-042022-05-04

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): May 4, 2022

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02

Results of Operations and Financial Condition

On May 5, 2022, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended April 3, 2022. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.02

Departure  of  Directors  or  Certain  Officers;  Election  of  Directors;  Appointment  of  Certain Officers; Compensatory Arrangements of Certain Officers

On May 4, 2022, the Board of Directors (the “Board”) of the Company authorized an increase to the number of directors on the Board from seven to eight and appointed John T.C. Lee as a director of the Company, both actions effective immediately. The Board appointed Dr. Lee to the class of directors whose term ends in 2025 to serve in accordance with the bylaws of the Company and until his successor is duly elected and qualified. Dr. Lee shall serve on the Audit Committee and the Compensation/Stock Option Committee of the Board of Directors. A copy of the press release announcing Dr. Lee’s appointment is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Dr. Lee, 59, is currently the President and Chief Executive Officer of MKS Instruments, Inc. (Nasdaq: MKSI), a global provider of instruments, systems, subsystems and process control solutions for advanced manufacturing processes.  Dr. Lee has held this position since January 2020. He has also served on the MKS board of directors since January 2020.  From October 2007 to January 2020, Dr. Lee held a series of progressive leadership roles at MKS, including Chief Operating Officer from 2016 to 2019. Prior to joining MKS, Dr. Lee served in various capacities in various technology industries, including semiconductor and solar as well as plasma processing research, at leading technology companies, including Applied Materials, Lucent Technologies and AT&T Bell Labs. He has served as Vice Chair and a member of the Executive Committee of the Board of Directors of the Massachusetts High Technology Council since 2021. Dr. Lee holds a B.S. from Princeton University and both an M.S.C.E.P. and a Ph.D. from the Massachusetts Institute of Technology, all in Chemical Engineering.

Dr. Lee’s qualifications for sitting on the Board of Directors include his executive leadership experience within technology companies, his operating experience, his public company board experience, his knowledge of optics and the semiconductor industry, and his technological background.

For his service on

false000085120500008512052022-02-172022-02-17

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): February 17, 2022

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

Item 2.02

Results of Operations and Financial Condition

On February 17, 2022, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter and year ended December 31, 2021. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 8.01

Other Events

On February 17, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.065 per share. The dividend is payable on March 18, 2022 to all shareholders of record at the close of business on March 4, 2022.

Item 9.01

Financial Statements and Exhibits

(d)        Exhibits

Exhibit No.

Description

99.1

News release, dated February 17, 2022, by Cognex Corporation (furnished herewith)

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNEX CORPORATION

Dated: February 17, 2022

By: /s/ Paul Todgham

Paul Todgham

Senior Vice President and Chief Financial Officer

trueOn November 4, 2021, Cognex Corporation filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report the Company’s financial results for the third quarter of 2021 and the appointment of a new director. This Amendment No. 1 to the Current Report on Form 8-K amends (a) Item 5.02 of the Report to correct the reference to the news release issued on November 4, 2021 to announce the appointment of such director and (b) Item 9.01 to attach such news release as Exhibit 99.2. Except as stated in this Explanatory Note, this Amendment No. 1 does not otherwise change or update the disclosure set forth in the Report.000085120500008512052021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2021

Cognex Corporation

(Exact name of registrant as specified in charter)

Massachusetts

001-34218

04-2713778

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Vision Drive, Natick, Massachusetts

01760-2059

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.002 per share

CGNX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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.  ☐

EXPLANATORY NOTE

On November 4, 2021, Cognex Corporation filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report the Company’s financial results for the third quarter of 2021 and the appointment of a new director.  This Amendment No. 1 to the Current Report on Form 8-K amends (a) Item 5.02 of the Report to correct the reference to the news release issued on November 4, 2021 to announce the appointment of such director and (b) Item 9.01 to attach such news release as Exhibit 99.2.   Except as stated in this Explanatory Note, this Amendment No. 1 does not otherwise change or update the disclosure set forth in the Report.

Item 2.02 Results of Operations and Financial Condition

On November 4, 2021, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended October 3, 2021. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.02          Departure  of  Directors  or  Certain  Officers;  Election  of  Directors;  Appointment  of  Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2021, the Board of Directors (the “Board”) of Cognex Corporation (the “Company”) authorized an increase to the number of directors on the Board from six to seven and appointed Marjorie T. Sennett as a director of the Company, both actions effective immediately. The Board appointed Ms. Sennett to the class of directors whose term ends in 2024 to serve in accordance with the bylaws of the Company and until her successor is duly elected and qualified. Ms. Sennett shall serve on the Audit Committee of the Board of Directors. A copy of the press release announcing Ms. Sennett’s appointment is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Ms. Sennett, 61, currently serves as