Item 2.02 Results of Operations and Financial Condition





On May 5, 2022, Cognex Corporation (the "Company") issued a news release to
report its financial results for the quarter ended April 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





On May 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
appointed John T.C. Lee as a director of the Company, both actions effective
immediately. The Board appointed Dr. 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 announcing Dr. 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 since January 2020. He has also served on the MKS
board of directors since January 2020.  From October 2007 to January 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 the Massachusetts High Technology Council since 2021. Dr. Lee holds
a B.S. from Princeton University and both an M.S.C.E.P. and a Ph.D. from the
Massachusetts Institute of Technology, all in Chemical Engineering.

Dr. Lee's qualifications for sitting on the Board of Directors include his executive leadership experience within technology companies, his operating experience, his public company board experience, his knowledge of optics and the semiconductor industry, and his technological background.



For his service on the Board, Dr. Lee will receive an annual stipend of $50,000,
and for his service on the Audit Committee and Compensation/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 the SEC.

There is no arrangement or understanding between Dr. Lee and any other person
pursuant to which he was selected as a director, nor is the Company aware, after
inquiry of Dr. 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



On May 5, 2022, the Company announced that its Board of Directors declared a
quarterly cash dividend of $0.065 per share. The dividend is payable on June 3,
2022 to all shareholders of record at the close of business on May 20, 2022.


Item 9.01 Financial Statements and Exhibits





(d)      Exhibits

Exhibit No. Description

99.1 News release, dated May 5, 2022, by Cognex Corporation (furnished


            herewith)

99.2 News release, dated May 5, 2022, by Cognex Corporation regarding


            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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