Item 2.05 Costs Associated with Exit or Disposal Activities.
OnMay 26, 2020 , the Board of Directors (the "Board") ofCognex Corporation (the "Company") approved a restructuring plan intended to reduce the Company's operating costs, optimize its business model and address the impact of the COVID-19 pandemic. The restructuring plan includes a global reduction in force of approximately 190 employees and office closures. OnMay 28, 2020 , the Company issued a news release announcing the restructuring plan, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein. The Company estimates that the total restructuring charge will be approximately$20 million . It is anticipated that the restructuring plan will be substantially complete byJune 30, 2020 and a substantial portion of the charge will be reflected in the Company's second quarter results. The restructuring charge will consist primarily of one-time termination benefits (including severance), contract termination costs and other associated costs. The Company expects to provide further detail, including associated cash expenditures, in its upcoming Quarterly Report on Form 10-Q once it has finalized its second quarter financial statements. The actions described above, together with actions already taken to reduce the Company's overall costs, were designed to generate an aggregate annualized cost savings of approximately$25 million versus the Company's original planned cost structure. The Company does not believe these cost-saving measures will impair the Company's ability to conduct the Company's key business functions. The restructuring charge described above, as well as the Company's anticipated savings, are preliminary estimates and actual amounts may be materially different from these estimates. There is no guarantee that the Company will achieve the cost savings that it expects. The Company may also incur additional charges or future cash expenditures not currently contemplated due to events that may occur as a result of, or that are associated with, the Company's restructuring plan or related activities to address the impact of the COVID-19 pandemic on the Company's business.
Item 2.06 Material Impairments.
Also in response to the impact of the COVID-19 pandemic, and in connection with the restructuring plan addressed in Item 2.05 above, the Company is performing an impairment analysis of its long-lived assets, including acquired intangible assets. In addition, the Company is reviewing the value of its inventory for excess and obsolete exposures as a result of lower demand levels. As ofMay 26, 2020 , the Company expects to record a non-cash charge during the second quarter in the range of$15 million to$30 million , including the anticipated impairment charge and inventory write down. The non-cash charge described above is a preliminary estimate and the actual amount may be materially different from this estimate. Given that many of the activities associated with this charge will not be complete until the Company finalizes its second quarter financial statements, the Company cannot reasonably give a further breakdown of this charge as of the date of this Current Report on Form 8-K. The Company expects to provide further detail in its upcoming Quarterly Report on Form 10-Q.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In light of the Company's restructuring plan referenced above and the Company's commitment to reducing costs during this period of uncertainty created by the COVID-19 pandemic, Mr.Robert Willett , President and Chief Executive Officer, Dr.Robert Shillman , Chairman of the Board and Chief Culture Officer, and Mr.Patrick Alias , Director and Senior Vice President, will be taking a temporary reduction in base salary throughDecember 31, 2020 . Specifically, each ofMr. Willett andDr. Shillman will forego all but that portion of base salary necessary to fund, on an after-tax basis, contributions to continue to participate in the Company's health benefits plan and 401(k) retirement plan.Mr. Alias will forgo approximately 50% of his base salary. In addition, the base salary of each of Mr.Paul Todgham , Senior Vice President and Chief Financial Officer, and Ms.Sheila DiPalma , Senior Vice President of Employee Services, will be temporarily reduced by 20% untilSeptember 28, 2020 .Mr. Todgham andMs. DiPalma may utilize paid time off to reduce the effects of this reduction.
Finally, each independent member of the Company's Board of Directors will
temporarily forego all cash compensation through
All of the above reductions in pay will become effective in
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description
99.1 News release, datedMay 28, 2020 , byCognex Corporation (filed herewith) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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