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CGNX > SEC Filings for CGNX > Form 8-K on 25-Apr-2013All Recent SEC Filings

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Form 8-K for COGNEX CORP


Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 25, 2013, Cognex Corporation (the "Company") held a Special Meeting of Shareholders in lieu of the 2013 Annual Meeting (the "Meeting"). As of the record date for the Meeting, there were 43,394,415 shares of common stock of the Company outstanding and entitled to vote. The 38,212,473 shares represented at the Meeting were voted as follows:

1. The election of Robert J. Shillman, Anthony Sun and Robert J. Willett as Directors to serve for a term ending in 2016. Each nominee for director was elected by a vote of the shareholders as follows:

                            For    Withhold   Non-Votes

  Robert J. Shillman 33,392,418   2,519,055   2,301,000
  Anthony Sun        33,951,169   1,960,304   2,301,000
  Robert J. Willett  34,237,261   1,674,212   2,301,000

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:

  For              35,453,335
  Against             408,057
  Abstained            50,081
  Broker Non-Votes  2,301,000

3. To ratify the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2013. The proposal was approved by a vote of the shareholders as follows:

  For              38,188,969
  Against              11,348
  Abstained            12,156
  Broker Non-Votes          0

No other matters were voted upon at the Meeting.

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