EXPLANATORY NOTE
On November 4, 2021, Cognex Corporation filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report the Company’s financial results for the third quarter of 2021 and the appointment of a new director. This Amendment No. 1 to the Current Report on Form 8-K amends (a) Item 5.02 of the Report to correct the reference to the news release issued on November 4, 2021 to announce the appointment of such director and (b) Item 9.01 to attach such news release as Exhibit 99.2. Except as stated in this Explanatory Note, this Amendment No. 1 does not otherwise change or update the disclosure set forth in the Report.
Item 2.02 Results of Operations and Financial Condition
On November 4, 2021, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended October 3, 2021. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2021, the Board of Directors (the “Board”) of Cognex Corporation (the “Company”) authorized an increase to the number of directors on the Board from six to seven and appointed Marjorie T. Sennett as a director of the Company, both actions effective immediately. The Board appointed Ms. Sennett to the class of directors whose term ends in 2024 to serve in accordance with the bylaws of the Company and until her successor is duly elected and qualified. Ms. Sennett shall serve on the Audit Committee of the Board of Directors. A copy of the press release announcing Ms. Sennett’s appointment is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.
Ms. Sennett, 61, currently serves as a member of the Board of Directors and Chair of the Audit Committee of The diaTribe Foundation, a private entity focused on improving the outcomes of people with diabetes. From 2014 to 2018, she was a director and member of the Audit Committee at QuinStreet, Inc. (Nasdaq: QNST), a performance marketing technology company. Named one of “20 Women in Finance You Should Add to Your Company’s Board” by Business Insider, Ms. Sennett previously served as a managing director of Farallon Capital Management, LLC. Before that, she was Chief Financial Officer at eGroups, Inc., where she co-led the sale of the company to then publicly held Yahoo! Inc., and at Amylin Pharmaceuticals, Inc., where she led the company’s initial public offering and multiple follow-on public offerings. Ms. Sennett holds a B.A. from Vanderbilt University, and an M.B.A. from Stanford University.
Ms. Sennett’s qualifications for sitting on the Board of Directors include her public board experience, extensive knowledge of corporate finance and financial reporting, financial leadership for fast-growing companies in the biotechnology and technology sectors, and experience as an institutional investor.
For her service on the Board, Ms. Sennett will receive an annual stipend of $50,000, and for her service on the Audit Committee, Ms. Sennett will receive an additional annual stipend of $10,000. Further, subject to Board approval, Ms. Sennett will receive annual equity awards under the Company’s 2007 Stock Option and Incentive Plan (the “2007 Plan”) consistent with the Company’s other non-employee Board members. Ms. Sennett will receive an initial equity award under the 2007 Plan of restricted stock units (“RSUs”) having an economic value of approximately $44,500 on the date of grant. These RSUs will vest over three years: 20% on the first anniversary of the grant date; 30% on the second anniversary; and 50% on the third anniversary. Ms. Sennett will enter into the Company’s standard indemnification agreement, which has been previously entered into with each of the Company’s directors and the form of which has been filed by the Company with the SEC
There is no arrangement or understanding between Ms. Sennett and any other person pursuant to which she was selected as a director, nor is the Company aware, after inquiry of Ms. Sennett, of any related-person transaction or series of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events
On November 4, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.065 per share. The dividend is payable on December 3, 2021, to all shareholders of record at the close of business on November 19, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
SIGNATURES
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.
| COGNEX CORPORATION |
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Dated: November 8, 2021 | |
| Paul Todgham |
| Senior Vice President and Chief Financial Officer |
