UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.      )

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Filed by a Party other than the Registrant    ☐

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CYBEROPTICS CORPORATION
5900 Golden Hills Drive
Minneapolis, MN 55416

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held onMay 11, 201714, 2020

To the Shareholders of CYBEROPTICS CORPORATION:

The Annual Meeting of Shareholders of CyberOptics Corporation will be held on Thursday, May 11, 2017, at the offices of Dorsey & Whitney LLP, 50 South Sixth Street, 15^th Floor, Minneapolis, Minnesota14, 2020, at 3:00 p.m. (Central Time). This year’s Annual Meeting of Shareholders will be a completely virtual meeting. Our virtual shareholder meeting format uses technology designed to increase shareholder access, save the company and our shareholders time and money, and provide our shareholders with the opportunity to participate in the meeting similar to the manner in which they could participate at an in-person meeting. In addition to online attendance, we will provide shareholders with an opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. You may attend the meeting, vote your shares and submit written questions electronically during the meeting via live webcast by visitinghttps://web.lumiagm.com/295519153. You will need the 11-digit Control Number that is shown on your proxy card. We recommend that you log in at least 20 minutes before the meeting to ensure you are logged in when the meeting starts. The Annual Meeting of Shareholders will be held for the following purposes:

Only holders of record of Common Stock at the close of business on March 31, 201727, 2020 will be entitled to receive notice of and to vote at the meeting. Shareholders who do not expect to attend

We hope you will join us via the Internet and vote at the Annual Meeting of Shareholders. Regardless of whether you plan on joining the meeting, we encourage you to vote by Internet or by telephone or by returning your proxy card by mail, as described in person are urged to fill in, date, sign and promptly return the proxyfurther detail in the enclosed envelope, or, for registered shareholders, promptly return your proxy online atwww.proxypush.com/cybe, as described more completely on the enclosed proxy card. If you later desire to revoke your proxy vote, you may do so at any time before itthe proxy is exercised.

If you do not vote by Internet, telephone, returning a proxy card or voting your shares online during the meeting, you will lose your right to vote on matters that are important to you as a shareholder. Accordingly, please vote your shares by one of the methods identified above. Instructions on how to vote while participating in the meeting live via the Internet are posted athttps://web.lumiagm.com/295519153.

	By Order of the Board of Directors
	Jeffrey A. Bertelsen
	Secretary
Minneapolis, Minnesota
April 7, 2017

Minneapolis, Minnesota
April 3, 2020

CYBEROPTICS CORPORATION
5900 Golden Hills Drive
Minneapolis, MN 55416

PROXY STATEMENT
Annual Meeting of Shareholders to be held
on May 11, 201714, 2020

We have prepared this Proxy Statement on behalf of our Board of Directors for use in soliciting proxies for ourthe Annual Meeting of Shareholders of CyberOptics Corporation (“CyberOptics,” the “Company” or “we”) to be held Thursday, May 11, 2017. The annual meeting will be held on the 15^th floor of the offices of Dorsey & Whitney LLP, 50 South Sixth Street, Minneapolis, Minnesota14, 2020 at 3:00 p.m. (Central Time) (the “2020 Annual Meeting”). The 2020 Annual Meeting will be a completely virtual meeting of shareholders. We will bear the cost of soliciting proxies, including the cost of preparing and mailing the Notice of Annual Meeting of Shareholders and this Proxy Statement. We have not retained a proxy solicitation agentsolicitor or any other consulting firm to assist us with the proxy process. Instead, our officers or other regular employees may solicit proxies in person, by mail, telephone or facsimile, but will not receive any special compensation for these services.

The only matters that our Board of Directors knows will be presented at the annual meeting2020 Annual Meeting are (i) the (i) election of five directors to serve until the annual meeting in 2017,2021, (ii) approval of amendments to our Non-Employee Director Stock Plan, (iii)the approval, on a nonbinding advisory basis, of the compensation of our executive officers as described in this Proxy Statement, and (iv)(iii) the ratification of the appointment of Grant ThorntonBDO USA, LLP as our independent registered public accounting firm.The Board of Directors recommends that you vote in favor of the election of each director who has been nominated,,in favor of approval of the proposed amendments to our Non-Employee Director Stock Plan, in favor of the executive compensation as described in this Proxy Statement, and in favor of the ratification of Grant ThorntonBDO USA, LLP as our independent registered public accounting firm.If you return a signedvote by proxy form and any other matter properly comes before the meeting, the personsproxies named in the proxy formto vote your shares will have authority to vote your shares on the additional matter in accordance with their judgment.

VOTING RIGHTS AND PROCEDURES

If you returnare a shareholder of record, you may give a proxy card, we willto be voted at the 2020 Annual Meeting either:

If you hold shares beneficially in street name, you may have your broker, bank, trustee or nominee vote your shares in accordance with your instructions. In order to have your broker, bank, trustee or nominee vote your shares, you will need to complete a voting instruction card obtained from the mannerbroker, bank, trustee or nominee.

The telephone and Internet voting procedures have been set up for your convenience. The procedures have been designed to authenticate your identity, allow you to give voting instructions, and to confirm that those instructions have been recorded properly.

If you are a shareholder of record, you may attend the 2020 Annual Meeting and vote your shares electronically during the virtual meeting by visitinghttps://web.lumiagm.com/295519153. You will need the 11-digit Control Number that is shown on your proxy card. We recommend that you have directedlog in at least 20 minutes before the card. meeting to ensure that you are logged in when the meeting starts. However, even if you currently plan to attend the virtual annual meeting, we recommend that you submit your proxy ahead of time so that your vote will be counted if, for whatever reason, you later decide not to attend the virtual meeting.

If you completehold your shares of Common Stock in street name, you may vote your shares electronically during the virtual meeting only if you obtain a signed proxy cardfrom your broker, bank, trustee or other nominee giving you the right to vote your shares during the 2020 Annual Meeting.

If you submit a proxy but do not direct us howthe manner in which you choose to vote, your shares will be voted for the election of the nominees for director named in this Proxy Statement, for approval of the amendments to our Non-Employee Director Stock Plan, for approval of the executive compensation as described in this Proxy Statement and for the ratification of the appointment of Grant ThorntonBDO USA, LLP as our independent registered public accounting firm, and in the manner the proxies decide on any other matter properly brought before the meeting.firm. If you “withhold vote for” one or more directors or “abstain from” the vote onfor approval of the amendmentscompensation paid to our Non-Employee Director Stock Plan, executive compensation as described in this Proxy Statementofficers or the vote for the ratification of our independent registered public accounting firm, we will consider your shares present and entitled to vote for purposes of determining the presence of a quorum at the meeting2020 Annual Meeting and as unvoted, although present and entitled to vote, for purposes of the item for which you have withheld your vote for or abstained. If a broker submits a proxy that indicates the broker does not have discretionary authority to vote certain shares, those shares will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting,2020 Annual Meeting, but will not be considered as present and entitled to vote on the matter for which the broker lacks discretionary authority.

You may change your vote and revoke your proxy at any time before it is voted at the virtual meeting by delivering to our Secretary a written notice of terminationin any of the proxies’ authority,following ways:

If you are a street name holder, please consult your broker, bank, trustee or a signed proxy bearing a later date.nominee for instructions on how to change your vote.

You must be a holder of record of our Common Stock at the close of business on March 31, 2017,27, 2020, to receive notice of and to vote at the meeting.2020 Annual Meeting. On March 31, 2017,27, 2020, we had 6,943,1377,164,654 shares of Common Stock outstanding. Each outstanding share is entitled to one vote on all matters presented at the meeting.2020 Annual Meeting.

Enclosed with this Proxy Statement is a copy of our Annual Report on Form 10-K for the year ended December 31, 2016.2019 (the “2019 Form 10-K Report”). We are mailing this Proxy Statement, andthe proxy card and the 2019 Form 10-K Report on or about April 7, 2017.3, 2020.

MEETING ATTENDANCE INFORMATION

If you would like to attend the 2020 Annual Meeting on the Internet, you will need to follow the procedures below:

PROPOSAL 1—ELECTION OF DIRECTORS

Our Nominating and Corporate Governance Committee has nominated the following five persons to stand for election at the 2020 Annual Meeting: Alex B. Cimochowski, Craig D. Gates,Gates; Dr. Subodh Kulkarni, Irene M. Qualters andKulkarni; Michael M. Selzer, Jr.; Dr. Vivek Mohindra; and Cheryl Beranek. Each nominee, other than Ms. Beranek, is currently a director of the Company, and has served as a director for the periods indicated below. On February 14, 2020, Irene Qualters, one of our current directors, informed our Board of Directors of her decision not to stand for re-election as a director at the 2020 Annual Meeting. Ms. Qualters will therefore no longer serve on the Board of Directors effective upon the expiration of her current term at the 2020 Annual Meeting. Ms. Qualter’s decision to not stand for re-election as a director was not due to any disagreement with us on any matter related to our operations, policies or practices. Ms. Qualters has served on the Board of Directors since 1999.

The following information is furnished with respect to each nominee asfor election to our Board of February 15, 2017:Directors:

Alex B. CimochowskiCraig D. Gates, age 77,61, has been a director of CyberOptics since its formation in 1984. Mr. Cimochowski, received a B.S. in Engineering Physics from Penn State University and a M.S. from the Massachusetts Institute of Technology, and started his career as an engineer with IBM Corporation. From 1964 until 1983, he held various management positions with Control Data Corporation, then the largest producer of supercomputers in the world, including Group Vice President. He founded Edge Computer Corporation in 1983, a venture capital backed company that developed a complete computer workstation, that was for a time during the early stages of the desktop computer industry the fastest workstation available. He was President of Edge until 1988. From 1988 until 1995, he was Chief Executive Officer of Delphax Systems, a manufacturer of high speed electronic printing solutions. From 1996 until his retirement in 2009, Mr. Cimochowski was President and owner of Four Peaks Technologies, Inc., a printing company. Mr. Cimochowski brings to our Board not only historical perspective of the operations of CyberOptics, but detailed knowledge of the computer development process, assembly process and markets, and substantial experience with the management and finance of both emerging and established companies.

Craig D. Gates,age 58, has been a director of the Company since February 2012. Since April 2009, Mr. Gates has been a director since July 2009 and President and Chief Executive Officer since April 2009 of Key Tronic Corporation, a publicly held electronic manufacturing services company.company (“Key Tronic”). He was elected as a director of Key Tronic in July 2009. Mr. Gates has held other positions with Key Tronic, including the following: Executive Vice President of Marketing, Engineering and Sales of Key Tronic from July 1997 to April 2009;Sales; Vice President and General Manager of New Business Development of Key Tronic from October 1995 to July 1997;Development; and Vice President of Engineering ofEngineering. Prior to being employed by Key Tronic, from October 1994 to October 1995. From 1982 to October 1994, Mr. Gates held various engineering and management positions with the Microswitch Division of Honeywell Inc., lastlywhere he last served as Director of Operations, Electronics. Mr. Gates has a B.S. in Mechanical Engineering and a M.B.AM.B.A. from the University of Illinois, Urbana. Mr. Gates brings to our Board considerable experience as the chief executive officer of a growing public company in anthe electronics market served by the Company, as well as valuable technical and management experience in engineering and development.

Dr. Subodh Kulkarni, age 52,55, has been a director of CyberOptics since 2009, has been our President and Chief Executive Officer since February 2014, was our Executive Chairman from September 2013 to February 2014 and was our lead director from December 2012 until his election as Executive Chairman. He was Chief Executive Officer fromFrom January 2013 to February 2014, Dr. Kulkarni served as Chief Executive Officer of Prism Computational Sciences, a developer of software tools for scientific and commercial applications in simulation of hot gases and plasma used in many applications, including the semiconductor industry. He wasindustry (“Prism”). Prior to being employed by Prism, he held various positions with Imation Corporation (“Imation”), including Chief Technology Officer and Senior Vice President, OEM/Emerging Business of Imation Corporation from 2009 until 2012;and Vice President, Global Commercial Business, R&D and Manufacturing of Imation from 2007 through 2009; Vice President, R&D and Manufacturing of Imation from 2006 through 2007; Vice President of R&D of Imation from March 2006 until October 2006; and Executive Director of R&D of Imation from 2004 until March 2006.Manufacturing. Prior to 2004,his employment with Imation, Dr. Kulkarni held various research management positions with 3M Corporation and prior to that, with IBM. Dr. Kulkarni serves on the Board of Directors of Key Tronic. Dr. Kulkarni received his B.S. in chemical engineering (firstfrom IIT—Bombay, India (where he was first in his class) from IIT—Bombay, India,, and went on to obtain a master’s degreeMasters Degree and a Ph.DPh.D. in chemical engineeringChemical Engineering from the Massachusetts Institute of Technology, withwhere he did his thesis work on disilane surface decomposition—decomposition, which is used in the manufacture of semiconductors. He has won a number of awards for commercializing technologies he and others have developed in the electronics industry. Dr. Kulkarni brings to our Board significant expertise in management of technology-focused entities, in commercialization of technologies in the electronics, computer and semiconductor industries, and in the markets for our products.

Irene M. Qualters, age 67, has been a director of CyberOptics since 1999. Since December 2009, she has been employed at the National Science Foundation where she is currently Director, Office of Advanced Cyberinfrastructure. From 2008 until 2009, she was Senior Vice President—Products of Silicon Graphics, Inc., a manufacturer of high-performance computing solutions. From 2005 until 2008, Ms. Qualters was Vice President, Software Engineering of Ageia Technologies, Inc., a developer of gaming physics technology. From 1999 until 2005, she was Vice President, Research Information Services at Merck & Company, a global pharmaceuticals company. From 1995 until 1999, she held various executive positions with Cray Research, a developer of super computers, lastly as President of Cray Research and Senior Vice President of Silicon Graphics, Inc., then its holding company. Ms. Qualters received a B.A. from Duquesne University, and a M.S. in computer science from the University of Detroit. Ms. Qualters has significant technical and senior management experience in both start-up and public companies. She brings particular expertise regarding the computer industry, where she engaged in both software and semiconductor development.

Michael M. Selzer, Jr., age 64,67, has been a director of CyberOptics since 1999 and Chairman of the Board since February 2014. Mr. Selzer was the President of the South Dakota School of Mines and Technology Foundation from 2011 until his retirement in 2015. From 2009 until2016. Prior to 2011, he served as a consultant to or held various positions with a number of medical products companies. He was a founder of ConcepTx Medical, Inc., a developmental-stage medical device company, and served ascompanies, including the following: Chief Executive Officer and a director of ConcepTx, from 2007 until 2009. He wasConceptTX; President and Chief Executive Officer and director of Optobionics Corp., a technology startup that attempted to apply semiconductors to human optical disorders, from 2003 until 2007. He wasOptobionics; Chief Executive Officer of Urologix, Inc., a publicly held, medical device manufacturer from 1999 to 2003; and was Vice President and General Manager–NeurostimulationManager-Neurostimulation Business of Medtronic, Inc. from 1994 until December 1998. Mr. Selzer received hisa B.S. in electrical engineering from the South Dakota School of Mines and his M.B.Aan M.B.A. from Arizona State University. Mr. Selzer brings to the Board expertise in semiconductor and circuit board fabrication, as well as considerable experience and expertise in public company management and sales, and emerging company finance, operations and management.

Dr. Vivek Mohindra, age 51, has been a director of CyberOptics since May 2018. Since April 2013, Dr. Mohindra has served as a General Partner of New Science Ventures, LLC, a venture capital firm investing in technology companies (“NSV”). He joined NSV from TPG Capital where he was an Operating Group Partner working with portfolio companies on strategy, growth and operational issues, and with deal teams on due diligence. Prior to becoming a partner at TPG Capital, Dr. Mohindra served as Senior Vice President of Strategy and Business Transformation for Freescale Semiconductor and held several senior executive roles in Dell Inc.’s Product Group and Marketing Division and as Vice President and General Manager of Dell’s North America Small and Medium Business Group. Dr. Mohindra joined Dell from McKinsey & Company where he was a Partner and co–leader of McKinsey’s global Semiconductor practice, as well as its Asian High Tech and Telecoms practices. Dr. Mohindra presently serves on the Board of Directors of several private companies. Dr. Mohindra received an M.B.A. and a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology, as well as a bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Roorkee. Dr. Mohindra brings to the Board significant expertise and broad experience working with a wide variety of technology companies, with a main focus on growth, portfolio strategy and operational improvements.

Cheryl Beranek, age 57, has not previously served as a director of CyberOptics. Since June 2007, Ms. Beranek has been President, Chief Executive Officer and a director of Clearfield, Inc., a publicly held company that designs, manufactures and distributes fiber optic management, protection and delivery products for communications networks (“Clearfield”). Ms. Beranek holds a Bachelor of Science degree from Southwest Minnesota State University and a Master of Science degree from North Dakota State University. Ms. Beranek brings to our Board considerable experience and a keen understanding of the electronics business as the chief executive officer of a growing public company in the field of fiber optic technology.

All nominees that are elected will serve until the next annual meeting or until their earlier death, resignation, removal or disqualification. WeThe proxies intend to vote the proxies in favor of the nominees named above as directors, unless you otherwise direct usthem otherwise in the proxy card. If a nominee for director becomes unavailable for any reason, the proxies named in the proxy card may be voted for another candidate in accordance with the best judgment of the persons named in the proxy form.proxies. We have no reason to believe that any candidate will be unavailable.unavailable for election as a director.

Directors are elected by a plurality of votes cast. The five nominees receiving the highest number of votes will be elected. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted in favor of the five nominees. The Board of Directors recommends a vote FOR each nominee.nominee.

INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES,
AND OTHER CORPORATE GOVERNANCE MATTERS

Our Board and Board Leadership

Composition and Independence.Under the Minnesota Business Corporation Act and our Articles of Incorporation and Bylaws, our business and affairs are managed under the direction of our Board of Directors. Our officers are responsible for day to day management of operations. Our Board currently consists of five members, all of whom (except for Ms. Qualters) are standing for reelectionre-election at the annual meeting. Ms. Beranek will stand for election as a director at the 2020 Annual Meeting to fill the vacancy created by Ms. Qualters decision not to stand for re-election to the Board.

We require that a majority of the members of our Board of Directors be “independent” within the meaning of the requirements of the Nasdaq listing standards. Based on information contained in questionnaires completed by each nominee for director and otherwise available to us, and based on inquiry of each of our directors, our Board of Directors has concluded that each of Mr. Cimochowski, Mr. Gates, Ms. Qualters, Dr. Mohindra and Mr. Selzer, constitutingwho constitute a majority of our current Board, is independent not only within the meaning of the Nasdaq Marketplace Rules, but within the meaning of the heightened standards applicable to members of an audit committee contained in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 5605(c)(2)(A) of the Nasdaq Marketplace Rules. In considering the independence of our directors, our Board inquired and was advised that, to the knowledge of these individuals,directors, neither they nor any member of their immediate family had engaged in any transaction with us except in their capacities as directors. Our Board of Directors has also concluded that Ms. Beranek, if elected to the Board, will be an independent director.

The onlyfollowing business relationshiprelationships between CyberOptics and our directors, Ms. Beranek and their affiliates that waswere considered by the Board when assessing the independence of our non-employee directors isdirectors:

The Board has determined that the relationship between CyberOptics and Key Tronic, Corporation, a company for which Mr. Gates serves as President and Chief Executive Officer, and for which each of Mr. Gates and Dr. Kulkarni serve as a director. The Board determined that this relationship, which is described later in this Proxy Statement under the heading “Related Person Transactions,”director, did not impair Mr. Gates’ independence because the transactions between the Company and Key Tronic are immaterial toin 2019 only resulted in payments of approximately $5,000 for product purchases by Key Tronic from CyberOptics. As noted above, Dr. Kulkarni serves as a director of Key Tronic. However, he does not serve on the gross revenuescompensation committee of CyberOptics, andthe Key Tronic board of directors. In addition, the relationship between the companies’ hadCyberOptics and Key Tronic has no unique characteristics that would interfere with Mr. Gates’Gate’s exercise of independent judgment in carrying out his responsibilities as a director of the Company. As a result, our Board of Directors has determined that Dr. Kulkarni’s service on the board of directors of Key Tronic does not affect Mr. Gates’s status as an independent director of the Company.

The Board has also determined that the relationship between CyberOptics and Clearfield, a company for which Ms. Beranek serves as President and Chief Executive Officer, has not impaired Ms. Beranek’s independence because the transactions between the Company and Clearfield in 2019 only resulted in payments of approximately $15,000 for product purchases by CyberOptics from Clearfield. In addition, the relationship between CyberOptics and Clearfield has no unique characteristics that would interfere with Ms. Beranek’s exercise of independent judgment in carrying out her responsibilities as a director of the Company.

Meetings and Attendance.Our Board strives to maintain sound corporate governance, consistent with the scope of our operations and the integrity of our personnel. Accordingly, attendance by our Board members at all meetings has been a continuing goal, and we devote considerable effort to scheduling meetings so that all directors may attend and may review financial information regarding our quarterly and annual results prior to public release. During the year ended December 31, 2016, we had four meetings of2019, the Board and the Board acted once by unanimous written action.had six meetings. Each director attended all of the meetings of the Board (except that Mr. Selzer did not attend one meeting) and each director was present at all meetings of the committees on which suchthe director served.

We require that all Board members use their best efforts to attend our annual shareholder meeting. All of our incumbent directors attended the annual meeting of shareholders held on May 20, 2016.16, 2019, except for Mr. Gates.

Our Chairman.Since September 2013, we have separated the roles of Chief Executive Officer and Chairman of the Board. Dr. Kulkarni served as Executive Chairman until he assumed the role of Chief Executive Officer at the end of January 2014, and Michael M. Selzer, Jr., an independent Board member, currently serves as our Chairman of the Board.

Responsibility for Risk Management. Our Board considers the identification and management of risk a responsibility of the Board as a whole. Nevertheless, our Audit Committee has specifically undertaken to identify and direct management in the control of financial risk, and, in its role in reviewing the periodic reports we file with the Securities and Exchange Commission continues to focus(the “SEC”), the Audit Committee focuses on articulating known risks and identifying them for the Board. The Audit Committee considers and acts on transactions that may involve a conflict of interest between the Company and the members of the Board, our managmentmanagement and employees and members of their immediate family.families. The Audit Committee also administers our Code of Business Conduct and Ethics.

Our Compensation Committee is responsible for ensuring that the executive compensation plans and stock benefit plans that it establishes and oversees do not encourage our officers and employees to undertake unnecessary risks. The Compensation Committee has concluded that our compensation policies are not likely to encourage risks that would have a material adverse effect on the Company. The Compensation Committee’s conclusion is based, in part, on the size and time-based vesting of awards under ourthe 1998 Employee Stock Incentive Plan, as amended and restated (the “Employee Stock Incentive Plan”), as well as the multiple Company performance criteria required for pay-out of incentive compensation to our executives under our annual management cash incentive plan.

Our Nominating and Corporate Governance Committee considers risks presented by changing law and regulation and recommends changes in governance and operations to comply.comply with these changes. Each of theseour committees reports its recommendations on risk management to the Board as a whole.

Committees of Our Board

Our Board has the following three committees: an Audit Committee,Committee; a Compensation CommitteeCommittee; and a Nominating and Corporate Governance Committee, eachCommittee. Each of whichthe committees has a written charter. Copiescharter, and copies of the charters for all three committees may be reviewed on our website atwww.cyberoptics.com.www.cyberoptics.com.

Audit Committee.Our Audit Committee assists our Board in overseeing and monitoring our accounting and financial reporting processes, audits of our financial statements, the independence and performance of our independent registered public accounting firm and our compliance with legal and regulatory requirements. The Audit Committee reviews all interested party transactions and oversees our Code of Business Conduct and Ethics. The Audit Committee generally requires any transaction between the Company and a director or officer, the immediate family of a director or officer, or any entity that a director or officer controls to be reported directly to the Audit Committee. Although it has not adopted written standards of approval, the Audit Committee generally considers these transactions consistent with its fiduciary obligations and approvespermits transactions only if they are fair and reasonable, in the best interests of the Company, and on terms no less favorable than could be obtained from an unaffiliated third party.

The Audit Committee has sole authority to appoint, determine funding for, retain and oversee our independent registered public accounting firm and to pre-approve all audit services and permissible non-audit services. It is our policy to present to the Audit Committee proposals from our independent registered public accounting firm for all audit services and permissible non-audit services prior to engagement.

Our Audit Committee currently consists of Mr. CimochowskiGates (Chair), Ms. Qualters and Dr. Mohindra. If Ms. Beranek is elected to the Board at the 2020 Annual Meeting, we anticipate that our Board will appoint Mr. Gates (Chair), Ms. Beranek and Ms. Qualters.Mr. Selzer to the Audit Committee. Each of Mr. Cimochowski, Mr. Gates, and Ms. Qualters and Dr. Mohindra is an “independent director” within the meaning of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 and Nasdaq listing standards applicable to audit committees. Each of Ms. Beranek and Mr. Selzer would also qualify as an independent director under this rule and these standards. Our Board of Directors has identified Mr. CimochowskiGates as an “audit committee financial expert” within the definition established by the Securities and Exchange Commission.SEC. The Audit Committee held sixseven meetings during 2016.2019 and acted once by unanimous written action. All members of the Committee attended each of these meetings. The report of the Audit Committee is contained later in this Proxy Statement under the heading “Report of the Audit Committee of the Board of Directors.”

Compensation Committee. Our Compensation Committee establishescurrently consists of Ms. Qualters (Chair), Mr. Selzer and Dr. Mohindra. If Ms. Beranek is elected to the Board of Directors at the 2020 Annual Meeting, we anticipate that our Board will appoint Ms. Beranek (Chair), Mr. Selzer and Dr. Mohindra to the Compensation Committee. Our Compensation Committee determines the compensation of our executive officers, including our Chief Executive Officer, administers our stock-based incentive plans, including our 1998the Employee Stock Incentive Plan as amended, and ourthe Company’s Employee Stock Purchase Plan (the “ESPP”), and makes recommendations to our Board regarding director compensation. The Compensation Committee currently consistsEach of Ms. Qualters (Chair), Mr. Selzer and Mr. Cimochowski, each of whomDr. Mohindra is an independent director under Nasdaq listing standards, including the listing standards applicable to compensation committee independence. Ms. Beranek will also qualify as an independent director under these standards. During 2016,2019, the Compensation Committee held two meetings. All members of the Compensation Committee attended both of the meetings.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee identifies individuals qualified to become Board members, recommends to the Board nominees to fill vacancies in membership of the Board as they occur, recommends a slate of nominees for election as directors at our annual meeting of shareholders, and monitors our corporate governance policies. The Nominating and Corporate Governance Committee currently consists of all of our independent directors, including Mr. Selzer (Chair), Mr. Cimochowski,Ms. Qualters, Mr. Gates and Dr. Mohindra. If Ms. Qualters.Beranek is elected to our Board of Directors at the 2020 Annual Meeting, we anticipate that the Board will appoint Ms. Beranek to the Nominating and Corporate Governance Committee. During 2016,2019, the Nominating and Corporate Governance Committee held one meeting. All members of the Committee attended the meeting.

We require that each nominee for director be an individual of the highest character and integrity, have substantial experience that is of particular relevance to the Company, have sufficient time available to devote to our affairs, and represent the best interests of all our stakeholders, including our shareholders. Because of the business in which the Company operates, a background in marketing, sales, finance or technology is favored. The Nominating and Corporate Governance Committee has discretion as to the determination of which individuals will best fit these criteria. We believe that all of the current nominees for election to the Board at the 2020 Annual Meeting possess these characteristics. Although the Nominating and Corporate Governance Committee considers the diversity of Board members, including diversity of experience, gender and ethnicity, when considering candidates, we have not adopted any diversity policies inrelating to the nomination of candidates for director. We believe our current Board members reflect our commitment to diversity.

When seeking additions to, or replacements for, Board positions, we first poll members of the Nominating and Corporate Governance Committee and the Boarddirectors as a whole as toregarding the specific characteristics that they perceive are most desirable for an additional member of the Board, which normally includes characteristics that Board members believe may be partially absent among the current board. Although we could employ a search firm in the future, we have historically been able to locate suitable candidates through the recommendations of members of our Board and our professional advisors. After candidates are identified, a background check is completed and the resume of each candidate is circulated among members of the Nominating and Corporate Governance Committee. If the Nominating and Corporate Governance Committee believes that it is advisable to proceed with a candidate, the candidate is interviewed by several members of the Nominating and Corporate Governance Committee and the Chairman of the Board, and theBoard. The impressions generated from these interviews are circulated to all members of the Nominating and Corporate Governance Committee and discussed at a meeting of the Nominating and Corporate Governance Committee. The prospective nominee must also pass a background check. If the impressions are favorable and the Nominating and Corporate Governance Committee so determines that the candidate should be nominated for election, the Nominating and Governance Committee makes this recommendation to the Board of Directors. If the Board agrees with this recommendation, the candidate is asked to stand for election.election as a director.

All of the nominees for election as directors at the 2017 annual meeting2020 Annual Meeting are currently directors, and are being re-nominatedexcept for election as directors.Ms. Beranek. Although most candidates have originated from recommendations ofbeen identified by officers, Board members or professional advisors, the Nominating and Corporate Governance Committee will consider suggestions from other stakeholders, including shareholders, for nominees for director.shareholders. A candidate suggestedrecommended by a shareholder would be considered using the same process as a candidate suggestedidentified by an officer, Board member or advisor. Any shareholder who wishes to recommend that a specific individual (other than the shareholder and other than someone who would not be independent under Nasdaq listing standards) be considered for nomination for election to the Board of Directors should contact the Board with specific information about the proposed nominee, including an appropriate resume. Methods of communicating with our Board are described on our website atwww.cyberoptics.com. The Nominating and Corporate Governance Committee will consider these recommendations, but has absolute discretion as toregarding whether to recommend any individual for nomination. For the 2017 annual meeting, weWe did not receive any nominationsrecommendations from shareholders.shareholders for persons to be nominated for election to the Board at the 2020 Annual Meeting.

Compensation Committee Interlocks and Insider Participation

CodeThe Compensation Committee is composed of ConductMs. Qualters, Mr. Selzer and Dr. Mohindra. None of them has at any time been an officer or an employee of the Company or any of our subsidiaries. In addition, no member of the Compensation Committee had any relationship with the Company during 2019 requiring disclosure under Item 404 of Regulation S-K as adopted by the SEC.

Under Nasdaq corporate governance rules, a director who is employed as an executive officer of another company for which any of the executive officers of a company listed on Nasdaq serve on such other company’s compensation committee is not independent. Although Dr. Kulkarni serves on the board of directors of Key Tronic, of which Mr. Gates is President, Chief Executive Officer and a director, Dr. Kulkarni is not a member of the compensation committee of Key Tronic. Therefore, as noted above, the Board of Directors has determined that Dr. Kulkarni’s service as a director of Key Tronic does not affect the independence of Mr. Gates as a director of the Company.

Shareholder Communications with the Board

Shareholders may communicate with our Board of Directors by sending a letter addressed to our Board of Directors, non-employee directors or Chairman of the Board or specified individual directors to:

Secretary
CyberOptics Corporation
5900 Golden Hills Drive
Golden Valley, Minnesota 55416

Any such letters will be delivered to the Chairman of the Board, or to a specified director, if so directed.

Code of Conduct and Ethics

Our Code of Business Conduct and Ethics, which is posted on our website atwww.cyberoptics.com,, is applicable to all of our officers, directors and employees, including our senior financial officers. We have also established procedures for communication by our shareholders with our directors.personnel. Shareholders may send communications regarding issues relatedrelating to accounting matters or our Code of Business Conduct and Ethics by mail to the attention of:

Ethics Officer
CyberOptics Corporation
5900 Golden Hills Drive
Golden Valley, Minnesota 55416

You may also send communications by e-mail towww.board@cyberoptics.com. Our Ethics Officer will review all communications received regarding issues related to accounting matters or our Code of Business Conduct and Ethics and provide copies or summaries of those communications whichthat are not frivolous or vexatious to the Chair of our Audit Committee for consideration. TheseThe procedures for dealing with communications relating to our Code of Conduct and Business Ethics may also be found at our website atwww.cyberoptics.com.

Compensation of Independent Directors

None of Mr. Cimochowski,Selzer, Ms. Qualters, Mr. Gates Ms. Qualters or Mr. SelzerDr. Mohindra receives any compensation from us for services other than services in their capacities as members of our Board of Directors or of a committee of our Board of Directors. For 2016,2019, we paid our independent directors an annual retainer of $30,000, payable in four equal quarterly installments. OurMr. Selzer, one of our independent director servingdirectors who serves as Chairman of the Board, received an additional annual retainer of $5,000, also payable quarterly. For 2017, there are2020, no changes are planned with respect to the cash compensation to be paid to our non-employee directors, including our Chairman of the Board. Currently,In addition, under our Non-Employee Director Stock Plan, each non-employee director of the Company is automatically granted on the date of each annual meeting of shareholders at which such director is elected to serve on the Board of Directors (a) a stock option to purchase 4,000 shares of Common Stock and (b) 2,000 shares of Common Stock that are not subject to vesting restrictions. If the proposed amendments to the Non-Employee Director Stock Plan are approved at our 2017 Annual Meeting of Shareholders, the annual grant of stock options to our non-employee directors would be eliminated and the annual award of shares of Common Stock to our non-employee directors would be subject to certain vesting restrictions. See “Proposal 2—Approval of Amendments to Non-Employee Director Stock Plan.”

During 2016, we provided the following compensation to directors who were not also employees:

Director Compensation

Dr. Kulkarni’s employment agreement provides for participation in our annual cash incentive compensationbonus plan at a level of 50% of salary if target performance is achieved, for a severance payment of one times salary if his employment is terminated prior to a change of control without cause,“cause” (as defined below), and for a severance pay equal to twicepayment of two times his salary if his employment is terminated without cause within one year after a change“change of controlcontrol” of the Company (as defined below) or by Dr. Kulkarni for good reason during this period. Also, the vesting of the restricted stock units and stock options Dr. Kulkarni holds will be accelerated, if the Company or its successor terminates his employment without cause or byif he terminates his employment with good reason, within two years after a change of control. In addition, under this employment agreement, Dr. Kulkarni would be entitled to receive compensation for accrued but unused vacation if his employment is terminated without cause or if he resigns for good reason. Dr. Kulkarni has agreed in the employment agreement to assign to the Companyus any intellectual property he develops while he is an employee of the Company and to refrain from competing with us, or from soliciting our employees, for a period of one year after his employment terminates.

Under our severance pay agreement with Mr. Bertelsen, the Company would be obligated to pay him one times his annual compensation averaged(determined by averaging his annual compensation over the three-year period preceding the date of his termination of employment,employment) and accelerate the vesting of the restricted stock units and stock options he holds, if we terminatethe Company or its successor terminates his employment without cause or he terminates his employment with good reason, within two years after a change of control. Also, under the severance agreement, Mr. Bertelsen would be entitled to receive compensation for accrued but unused vacation if his employment is terminated without cause or he resigns for good reason after a change of control of the Company.

For purposes of these agreements “cause” is defined as the executive officer’s willful misconduct or his failure to perform the services by the executive,assigned to him, and “good reason” is defined as the failure of the Company to assign the executive officer responsibilities comparable to his existing responsibilities, a relocation of the Company’s offices by more than 50 miles, or a reduction in his compensation. A “change of control” is defined as any of the following: a public announcement that any person or persons acting in concert have acquired 40% of ourthe Common Stock; a change of control required to be reported under the proxy rules; a change in a majority of our directors, other than by succession; shareholder approval of a merger or consolidation of the Company, or a sale of substantially all of our assets; or a decision of our directors that a change of control has occurred.

We believe our change in control arrangements are an important retention tool that mitigate some of the risk that exists for executives working for a small publicly held company. The Compensation Committee believes the change in control provisions of Dr. Kulkarni’s employment agreement and Mr. Bertelsen’s severance agreement are consistent with the provisions and benefit levels of other similarly sized public companies in our industry.

The following table describes (a) the potential payments to each of Dr. Kulkarni and Mr. Bertelsen upon termination of his employment on December 31, 2019, if the termination was not in connection with a change in control and (b) the potential payments to each of Dr. Kulkarni and Mr. Bertelsen upon termination of his employment on December 31, 2019 either in connection with or within 24 months following a change in control:

Accounting and Tax Considerations. Section 162(m) of the Code sets a limit of $1,000,000 on the amount we can deduct for compensation paid to our “covered employees.” Historically, compensation meeting the requirements of “qualified performance-based compensation” under Section 162(m) has not counted toward the $1,000,000 limit. However, the Tax Cuts and Jobs Act (the “TCJA”), which was enacted on December 22, 2017 and generally became effective for taxable years beginning after December 31, 2017, makes a number of changes to Section 162(m), including the repeal of the “qualified performance-based compensation” exemption and the expansion of the definition of “covered employees” (e.g., by including the chief financial officer as a covered employee).

While we consider the deductibility of executive compensation under Section 162(m) when evaluating particular compensation programs in the context of our broader compensation objectives and overall compensation philosophy, we understand that, particularly in light of the changes under the TCJA, it is possible that the compensation payable to our named executive officers will exceed the $1,000,000 limit under Section 162(m) in one or more future years. The Compensation Committee reserves the right to design and implement programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible.

The Compensation Committee will continue to monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable and consistent with the goals of the Company and our shareholders. Since none of our executive officers received compensation over $1,000,000 that was not deductible during 2019, we were not affected by the limitations of Section 162(m) of the Code.

Summary Compensation Table

The following table summarizes, for 20162019 and 2015,2018, the total compensation that we paid to or accrued for our executive officers. The value of the stock awards and option awards reflected in the table represent the grant date fair value of the awards. No discretionary bonuses were paid in the years presented.

Outstanding Equity Awards at Fiscal Year-End

The following table lists the options and restricted stock units held by Dr. Kulkarni and Mr. Bertelsen at December 31, 2016.2019. All of the options become exercisable, to the extent not already vested, in annual increments of one-quarter of the number of shares subject to the options on the first four anniversaries of the date of grant and expire seven years from the date of grant. Restricted stock units vest over a four-year period and entitle the executive officers holding the restricted stock units to one share of Common Stock for each restricted stock unit.

____________________

Equity Compensation Plan Information

The following table summarizes information regarding our equity compensation plans as of December 31, 2016:

PROPOSAL 3—2—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

As described in more detail under the heading “Executive Compensation” in this Proxy Statement, the compensation we pay our executive officers generallyin large part reflects our results of operations.financial results. Our Board selects base salary levels for executives adequateexecutive officers appropriate to compensate them relative to executivesexecutive officers of our peer group companies, annually createsand establishes a cash incentive bonus program for all management employees that ishas historically been based primarily upon our revenue, operatinggross profit and cash balances, and providesoperating profit. The Compensation Committee grants long-term equity-based awards designed to align executive officer compensation with the value of our long-term strategic operating and financial goals.Common Stock. Our Board believes these compensation policies achieve the objective of aligning compensation with Company performance and the interests of our shareolders.shareholders. Consistent with requirements of the federal securities law, we are asking our shareholders, on an advisory basis, to approve the compensation of our executive officers by adopting the following resolution:

RESOLVED, that the shareholders approve the compensation of our executive officers as described in the Summary Compensation Table, the other executive compensation tables and the related disclosure contained in thethis Proxy Statement dated April 7, 2017.Statement.

Our Board of Directors recommends a vote “FOR” this resolution. The affirmative vote of the holders of the shares of Common Stock present and entitled to vote at the meeting on this item of business is required for approval of this proposal. Proxies solicited by the Board of Directors, unless otherwise directed, will be voted in favor of this proposal. Your vote is advisory and will not be binding upon our Compensation Committee. However, the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements.

BENEFICIAL OWNERSHIP

The following table provides information at February 28, 201729, 2020 about the ownership of our Common Stock by each person known to us to beneficially own 5% or more of our Common Stock, by each of our directors,current director and director nominee, by each of our executive officers,officer, and by all our executive officers and directors as a group:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under federal securities laws, our directors and executive officers, and any beneficial owner of more than 10% of our Common Stock, are required to report their ownership of our equity securities and any changes in ownership to the Securities and Exchange Commission (the “SEC”).SEC. Specific due dates for these reports have been established by the SEC, and we are required to disclose in this Proxy Statement any delinquent filing of those reports and any failure to file reports during the fiscal year ended December 31, 2016.2019. Based upon information provided by officers and directors, all of our executive officers and directors filed all reports on a timely basis in the 2016 fiscal year.2019. Based on Schedule 13G reports filed by certain of our shareholders, we do not have any 10% shareholders.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of the Board of Directors is comprised of three independent directors and operates under a written charter, which can be viewed on our website located atwww.cyberoptics.com. Management is responsible for our consolidated financial statements and financial reporting process, including designing and maintaining an effective system of internal control over financial reporting. Grant ThorntonBDO USA, LLP, our independent registered public accounting firm (“Grant Thornton”BDO”), is responsible for performing an independent audit of our consolidated financial statements and expressing opinions as to their conformity with accounting standards generally accepted in the United States (“GAAP”) and on management’s assessment of the effectiveness of our internal control over financial reporting. In addition, Grant ThorntonBDO has expressed its own opinion on the effectiveness of our internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

In exercising this context,responsibility, the Audit Committee has met and held discussions with management and Grant Thornton.BDO. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed with management and Grant ThorntonBDO the consolidated financial statements, management’s assessment of the effectiveness of our internal control over financial reporting and Grant Thornton’sBDO’s evaluation of our internal control over financial reporting. The Audit Committee discussed with Grant ThorntonBDO matters required to be discussed under applicable auditing standards, including Auditing Standard No. 16,The Auditor’s Communication with Audit Committees. Grant ThorntonBDO also provided to the Audit Committee, and the Audit Committee has received, the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board (U.S.) regarding Grant Thornton’sBDO’s communications with the Audit Committee concerning independence, and the Audit Committee reviewed the fees disclosed below and discussed with Grant ThorntonBDO that firm’s independence.

Based upon the Audit Committee’s discussion with management and Grant ThorntonBDO and the Audit Committee’s review of the representationrepresentations of management and the report of Grant Thornton,BDO, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162019 filed with the SEC.

INDEPENDENT ACCOUNTANTS AND PAYMENT OF FEES

On June 18, 2019, the Audit Committee dismissed Grant Thornton has audited ourLLP (“Grant Thornton”) as the Company’s independent registered public accounting firm. Grant Thornton’s reports on the Company’s consolidated financial statements since 2009. as of and for the years ended December 31, 2018 and December 31, 2017 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent years ended December 31, 2018 and December 31, 2017, and the subsequent interim periods through June 18, 2019, 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 Grant Thornton on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton 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 Grant Thornton furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements, and, by letter dated June 18, 2019, Grant Thornton confirmed that it agreed with the above statements. A copy of Grant Thornton’s letter is filed as Exhibit 16.1 to the Company’s current report on Form 8-K dated June 18, 2019.

The Audit Committee approved the engagement of BDO as the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2019. BDO performed the required reviews of the Company’s unaudited quarterly financial statements beginning with the quarter ending June 30, 2019.

The following is a summary of the fees billed to us by BDO and Grant Thornton for professional services rendered for the years ended December 31, 2016,2019, and December 31, 2015:2018, respectively:

Audit Fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and reviews of the interim consolidated financial statements included in our quarterly reports, and services that are normally provided by our independent public accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related Feesconsist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include audits in connection with acquisitions and divestitures, attest services that are not required by statute or regulation, tax consultation concerning treatment of income taxes in U.S. GAAP-basedour financial statements and consultations concerning financial accounting and reporting standards.

Tax Fees consist of fees billed for professional services for corporate tax return preparation and filing, compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audit defense, custom and duties, acquisitions and divestitures and international tax planning.

All Other Fees (if any) consist of fees for products and services other than the services reporteddescribed above. None of such fees were incurred by the Company in 2019 or 2018.

PROPOSAL 4 — 3—RATIFY THE APPOINTMENT OF OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee is asking shareholders to ratify its appointment of Grant ThorntonBDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2017,2020, in order to ascertain the views of our shareholders on this appointment. In the event the shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of CyberOptics and its shareholders.

Representatives of Grant ThorntonBDO will be present at the 2020 Annual Meeting of Shareholders and will have the opportunity to make a statement if they desire to do so. These representatives will also be available to respond to appropriate questions after the meeting.

The affirmative vote of the holders of a majority of the shares of Common Stock present and entitled to vote at the meeting on this item of business is required for the approval of the proposal. The Audit Committee of the Board of Directors recommends that the shareholders vote FOR the ratification of the appointment of Grant ThorntonBDO USA, LLP to serve as our independent registered public accounting firm for the year ending December 31, 2017.2020. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted for the ratification of the appointment.

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE NEXT ANNUAL MEETING

Any shareholder wishing to include a proposal in our proxy solicitation materials for our next annual meeting of shareholders must submit the proposal for consideration in writing to our Secretary at our principal executive offices, 5900 Golden Hills Drive, Minneapolis, Minnesota 55416, no later than December 15, 2017.November 30, 2020.

Our Bylaws provide that a shareholder may nominate from the floor a person for election as a director or present from the floor a shareholder proposal at an annual meeting if proper written notice is received by our Secretary at our principal executive offices in Minneapolis, Minnesota at least 120 days in advance of the date that is one year after the date of the proxy statementProxy Statement for the prior year’s annual meeting. For the 20182021 annual meeting, notices of director nominations and shareholder proposals to be made from the floor must be received on or before December 15, 2017.November 30, 2020. The notice must contain the specific information required by our Bylaws, including information regarding the director nominee or a description of the business desired to be brought before the meeting. Director nominations and shareholder proposals for which notice is received by us after December 15, 2017November 30, 2020 may not be presented in any manner at the 20182021 annual meeting.

Our management will use discretionary authority to vote against any shareholder proposal or director nominee not made by management and presented at the 20182021 annual meeting if:in any of the following circumstances: (i) the proposal or nominee has been properly omitted from our proxy materials under federal securities laws; (ii) notice of the proposal or nominee was not submitted to the Secretary at the address set forth above by December 15, 2017;November 30, 2020; or (iii) the proponent has not solicited proxies in compliance with federal securities laws from the holders of at least the percentage of our voting shares required to carry the proposal or elect the nominee.

GENERAL

Our Board of Directors does not know of any matters other than those described in this Proxy Statement that will be acted upon at the 20172020 Annual Meeting of Shareholders.Meeting. In the event that any other matters properly come before the meeting calling for a vote of shareholders, the persons named as proxies in the enclosed form of proxy card will vote in accordance with their best judgment.

	BY ORDER OF THE BOARD OF DIRECTORS
	Jeffrey A. Bertelsen
	Secretary
Dated: April 7, 2017

Dated: April 3, 2020

Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945

	Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week
	Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
		INTERNET/MOBILE – www.proxypush.com/cybe Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 10, 2017.proxy.
		PHONE – 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 10, 2017.proxy.
		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
	If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.

TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.

Please detach here

CYBEROPTICS CORPORATION

20172020 ANNUAL SHAREHOLDERS MEETING

Dorsey & Whitney
50 South Sixth Street, 15th Floor
Minneapolis, Minnesota

May 11, 201714, 2020 3:00 p.m.

To log into the virtual meeting, please follow the instructions below:

proxy

This proxy is solicited on behalf of the Board of Directors.

The undersigned hereby appoints Subodh Kulkarni and Jeffrey A. Bertelsen, and each of them, with power to appoint a substitute, to vote all shares the undersigned is entitled to vote at the Annual Meeting of Shareholders of CyberOptics Corporation, to be held on May 11, 201714, 2020 and any adjournments thereof, as specified below on the matters referred to, and, in their discretion, upon any other matters which may be brought before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY BY
MAIL OR ELECTRONICALLY AS DESCRIBED ON THE REVERSE SIDE.

See reverse for voting instructions.