Cognex (CGNX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2026, with proposals to elect three directors, amend the 2023 Stock Option and Incentive Plan, ratify KPMG as auditor, and hold a say-on-pay vote.

• Shareholders of record as of February 27, 2026, are entitled to vote; each share equals one vote, with no cumulative voting.

• The Board recommends voting in favor of all proposals and highlights the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing three directors for three-year terms, amending the stock plan to add 4.6 million shares, ratifying KPMG as auditor, and an advisory vote on executive compensation.

• Shareholder proposals for the 2027 meeting must be received by November 13, 2026, with specific requirements for submission.

Board of directors and corporate governance

• The Board consists of eight directors, with a majority being independent; the CEO and Chairman roles are separated.

• Three standing committees: Audit, Compensation, and Nominating, Governance & Sustainability, all with independent members.

• Board diversity is emphasized, with recent additions reflecting a mix of backgrounds and skills.

• Directors are subject to stock ownership guidelines and a code of business conduct and ethics.