cgnx-20251029
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 29, 2025
Date of Report (date of earliest event reported)
___________________________________
Cognex Corporation
(Exact name of registrant as specified in its charter)
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Massachusetts (State or other jurisdiction of incorporation or organization) | 001-34218 (Commission File Number) | 04-2713778 (I.R.S. Employer Identification Number) | ||||||
One Vision Drive Natick, Massachusetts 01760 | ||||||||
(Address of principal executive offices and zip code) | ||||||||
(508) 650-3000 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common stock, par value $.002 per share | CGNX | The NASDAQ Stock Market LLC | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 - Changes in Registrant’s Certifying Accountant
On October 29, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of Cognex Corporation (the “Company”) notified Grant Thornton LLP (“GT”), the Company’s independent registered public accounting firm, that the Audit Committee selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, subject to the completion of KPMG’s standard client acceptance procedures and execution of an engagement letter.
Over the past three years, the Audit Committee has been taking a number of steps towards a potential audit firm rotation. The Audit Committee invited several registered public accounting firms to participate in this process. Following an extensive evaluation process, the Audit Committee chose KPMG. GT was previously engaged to audit the Company’s consolidated financial statements for the year ending December 31, 2025. The appointment of KPMG does not affect GT’s engagement for the year ending December 31, 2025.
GT’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Further, during the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through October 29, 2025, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and GT on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to GT’s satisfaction, would have caused GT to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company requested that GT furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of GT’s letter, dated November 3, 2025, is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2023 and 2024 and the subsequent interim period through October 29, 2025, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 16.1 | ||||||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 3rd day of November, 2025.
| COGNEX CORPORATION | |||||
By: | /s/ Dennis Fehr | ||||
Name: | Dennis Fehr | ||||
Title: | Senior Vice President of Finance and Chief Financial Officer | ||||