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

At a meeting of the Board of Directors of Cognex Corporation (the "Company") held on February 17, 2009, Robert J. Shillman, Chairman and Chief Executive Officer of the Company, indicated his desire to stand for re-election by the shareholders of the Company generally on an annual basis. To facilitate Dr. Shillman standing for re-election at the Company's 2009 Annual Meeting of Shareholders (the "Annual Meeting"), and given that the Company has a classified Board of Directors, Dr. Shillman resigned his seat with a one-year remaining term and Edward J. Smith, another current Director of the Company, resigned his seat with a term ending at the Annual Meeting. Immediately following such resignations, the Board of Directors elected Mr. Smith to fill Dr. Shillman's vacant seat and Dr. Shillman to fill Mr. Smith's vacant seat, such that Dr. Shillman will stand for re-election at the Annual Meeting. The Directors in the class now including Mr. Smith have terms that expire at the Company's 2010 Annual Meeting of Shareholders. Mr. Smith joined the Company's Board of Directors in 2007. There were no changes to the composition of any of the committees of the Board of Directors.