Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

At the Annual Meeting of Shareholders of Cognex Corporation (the "Company") held on May 3, 2023 (the "2023 Annual Meeting"), shareholders approved the Cognex Corporation 2023 Stock Option and Incentive Plan (the "2023 Plan"). The 2023 Plan, which became effective upon shareholder approval, permits the granting of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. The maximum number of shares of the Company's common stock that may be issued under the 2023 Plan is 8,100,000. In addition, any shares of common stock underlying any outstanding awards under the Company's 2001 General Stock Option Plan, as amended and restated, and the Company's 2007 Stock Option and Incentive Plan, as amended and restated (together, the "Prior Plans"), that are forfeited, canceled or otherwise terminated, other than by exercise, will be added to the shares of common stock available for issuance under the 2023 Plan. As a result of the approval of the 2023 Plan, the Company will no longer grant any awards under the Prior Plans.

A summary of the 2023 Plan is set forth in the Company's proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on March 17, 2023 (the "Proxy Statement") under the caption "Proposal 2: Approval of Cognex Corporation 2023 Stock Option and Incentive Plan," which summary is incorporated herein by reference. Such summary of the 2023 Plan and the foregoing description of the 2023 Plan are qualified in their entirety by reference to the full text of the 2023 Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Grants under the 2023 Plan may be evidenced by entry into a Non-Qualified Stock Option Agreement, Restricted Stock Unit Award Agreement or Performance Restricted Stock Unit Award Agreement under the 2023 Plan, forms of which are filed as Exhibits 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 3, 2023, the Company held its 2023 Annual Meeting. As of the record date for the 2023 Annual Meeting, there were 172,724,174 shares of common stock of the Company outstanding and entitled to vote. The Company's shareholders approved each of the proposals put to a vote as recommended by the Board of Directors. The proposals had been previously announced and described in the Notice of Meeting contained in the Proxy Statement. The 156,913,988 shares represented at the 2023 Annual Meeting were voted as follows:



1.  The election of Angelos Papadimitriou and Dianne M. Parrotte as Directors to
    serve for a term ending in 2026, and the election of John T.C. Lee as
    Director to serve for a term ending in 2025. Each nominee for director was
    elected by a vote of the shareholders as follows:



                                                                Broker
                            For        Against     Abstained   Non-Votes
Angelos Papadimitriou   143,779,551   6,193,696     85,587     6,855,154
Dianne M. Parrotte      134,806,333   14,371,516    880,985    6,855,154
John T.C. Lee           147,300,457   2,668,693     89,684     6,855,154

2. To approve the Cognex Corporation 2023 Stock Option and Incentive Plan. The

proposal was approved by a vote of the shareholders as follows:





For                136,216,495
Against            13,762,984
Abstained            79,355

Broker Non-Votes 6,855,154

3. To ratify the selection of Grant Thornton LLP as the Company's independent


    registered public accounting firm for fiscal year 2023. The proposal was
    approved by a vote of the shareholders as follows:



For                154,793,086
Against             2,024,645
Abstained            96,257

Broker Non-Votes 0

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4. To approve, on an advisory basis, 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                  127,030,881
Against               22,844,969
Abstained                182,984

Broker Non-Votes 6,855,154





5.  To recommend, by non-binding vote, the frequency of shareholder votes on
    executive compensation. The voting results on this proposal were as follows:



1 Year               147,985,373
2 Years                   30,277
3 Years                1,922,893
Abstained                120,291
Broker Non-Votes       6,855,154

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.

No other matters were voted upon at the 2023 Annual Meeting.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.       Description

10.1          Cognex Corporation 2023 Stock Option and Incentive Plan.

10.2          Form of Non-Qualified Stock Option Agreement under the Cognex
            Corporation 2023 Stock Option and Incentive Plan.

10.3          Form of Restricted Stock Unit Award Agreement under the Cognex
            Corporation 2023 Stock Option and Incentive Plan.

10.4          Form of Performance Restricted Stock Unit Award Agreement under the
            Cognex Corporation 2023 Stock Option and Incentive Plan.

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

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