Not independent
Tenure on this board
1.1 yrs
Meeting calendar
CGNX · Annual meeting · Wednesday, April 29, 2026
Cognex Corp
3 nominees · 4 ballot items.
Election of three directors; approval of amendment to the 2023 Stock Option and Incentive Plan to increase reserved shares by 4,600,000; ratification of KPMG LLP as independent auditor for fiscal year 2026; and non-binding advisory approval of executive compensation (say-on-pay).
Market cap
$10.7B
1Y TSR
+96.1%
Board grade
C+
Record date
Feb 27, 2026
Filing
DEF 14A
Meeting concluded · Apr 29, 2026
Follow how the vote landed and what changed on Cognex Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect three directors—Matthew Moschner, Angelos Papadimitriou, and Christopher Donato—to serve three-year terms ending in 2029.
- 2
Approval of an Amendment to the Cognex Corporation 2023 Stock Option and Incentive Plan
ManagementBoard: FORApprove amendment to increase the share reserve under the 2023 Stock Option and Incentive Plan by 4,600,000 shares (from 8,100,000 to 12,700,000) and other plan features as described.
- 3
Ratification of Selection of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s selection of KPMG LLP as Cognex’s independent registered public accounting firm for fiscal year 2026.
- 4
Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of Cognex’s named executive officers as disclosed in the proxy statement.
More detail
The proposal requests an advisory shareholder vote to approve the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder endorsement of its pay-for-performance philosophy, compensation mix (base salary, annual bonuses tied to adjusted EBITDA and other financial metrics, and a mix of stock options, RSUs and PRSUs), and recent changes such as expanding PRSUs to additional executives and shifting PRSU metrics from relative TSR to Adjusted EBITDA Percentage. The Board recommends a vote FOR, citing alignment with shareholder interests, retention and recruitment of executive talent, and responsiveness to prior shareholder feedback (including adjustments to bonus design and equity mix). The recommendation is non-binding; the Compensation Committee will consider the vote in future compensation decisions.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
3.4 yrs
Independent
Tenure on this board
0.4 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.2% | 10,370,647 | $508M |
| 2 | BlackRock, Inc. | 5.5% | 9,140,244 | $448M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 7,430,156 | $364M |
| 4 | Pictet Asset Management Holding SA | 4.0% | 6,673,031 | $327M |
| 5 | STATE STREET CORP | 3.2% | 5,261,500 | $258M |
| 6 | BlackRock, Inc. | 3.1% | 5,159,882 | $253M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.7% | 4,556,297 | $223M |
| 8 | DISCIPLINED GROWTH INVESTORS INC /MN | 2.6% | 4,322,075 | $212M |
| 9 | NORDEA INVESTMENT MANAGEMENT AB | 2.5% | 4,238,460 | $202M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 4,064,053 | $199M |
Peers
Nearest market capOther Technology sector meetings6
Upcoming shareholder meetings at Cognex Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Reference
Frequently asked questions
- When is the Cognex Corp 2026 annual meeting?
- Cognex Corp (CGNX) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.
- What is the record date for the Cognex Corp 2026 meeting?
- The record date for the Cognex Corp 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Cognex Corp's 2026 meeting?
- The board is presenting 3 director nominees at the Cognex Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Cognex Corp 2026 meeting?
- Shareholders will vote on 4 proposals at the Cognex Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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