Item 2.02 Results of Operations and Financial Condition
OnMay 5, 2022 ,Cognex Corporation (the "Company") issued a news release to report its financial results for the quarter endedApril 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
OnMay 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 appointedJohn T.C. Lee as a director of the Company, both actions effective immediately. The Board appointedDr. 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 announcingDr. 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 sinceJanuary 2020 . He has also served on the MKS board of directors sinceJanuary 2020 . FromOctober 2007 toJanuary 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 theMassachusetts High Technology Council since 2021.Dr. Lee holds a B.S. fromPrinceton University and both an M.S.C.E.P. and a Ph.D. from theMassachusetts Institute of Technology , all in Chemical Engineering.
For his service on the Board,Dr. Lee will receive an annual stipend of$50,000 , and for his service on theAudit Committee andCompensation/Stock Option Committee ],Dr. Lee will receive additional annual stipends of$10,000 and$8,000 , respectively. Further, subject to Board approval,Dr. Lee will receive annual equity awards under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan") consistent with the Company's other non-employee Board members.Dr. Lee will receive an initial equity award under the 2007 Plan of restricted stock units ("RSUs") having an economic value of approximately$181,600 on the date of grant. These RSUs will vest over three years: 20% on the first anniversary of the grant date; 30% on the second anniversary; and 50% on the third anniversary.Dr. Lee will enter into the Company's standard indemnification agreement, which has been previously entered into with each of the Company's directors, and the form of which has been filed by the Company with theSEC . There is no arrangement or understanding betweenDr. Lee and any other person pursuant to which he was selected as a director, nor is the Company aware, after inquiry ofDr. Lee , of any related-person transaction or series of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 8.01 Other Events OnMay 5, 2022 , the Company announced that its Board of Directors declared a quarterly cash dividend of$0.065 per share. The dividend is payable onJune 3, 2022 to all shareholders of record at the close of business onMay 20, 2022 .
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description
99.1 News release, dated
herewith)
99.2 News release, dated
appointment of new director (filed herewith)
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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