Not independent
Tenure on this board
0.9 yrs
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).
Elect three directors—Matthew Moschner, Angelos Papadimitriou, and Christopher Donato—to serve three-year terms ending in 2029.
Approve 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.
Ratify the Audit Committee’s selection of KPMG LLP as Cognex’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation of Cognex’s named executive officers as disclosed in the proxy statement.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.23% | 10,370,647 | $508M |
| 2 | BlackRock, Inc. | 5.49% | 9,140,244 | $448M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 7,430,156 | $364M |
| 4 | Pictet Asset Management Holding SA | 4.01% | 6,673,031 | $327M |
| 5 | STATE STREET CORP | 3.16% | 5,261,500 | $258M |
| 6 | BlackRock, Inc. | 3.10% | 5,159,882 | $253M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.74% | 4,556,297 | $223M |
| 8 | DISCIPLINED GROWTH INVESTORS INC /MN | 2.60% | 4,322,075 | $212M |
| 9 | NORDEA INVESTMENT MANAGEMENT AB | 2.55% | 4,238,460 | $202M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.44% | 4,064,053 | $199M |
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