-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqySoMlReW6t1WbKQkZuqk1EJfs0sQ93h/ScYvc5qhcz4rxq07WdGsIHMawqAviO HHZZ4PFu11r4jzk241FWXg== 0000950135-97-001296.txt : 19970325 0000950135-97-001296.hdr.sgml : 19970325 ACCESSION NUMBER: 0000950135-97-001296 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970422 FILED AS OF DATE: 19970324 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNEX CORP CENTRAL INDEX KEY: 0000851205 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042713778 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17869 FILM NUMBER: 97561567 BUSINESS ADDRESS: STREET 1: ONE VISION DR CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086503000 MAIL ADDRESS: STREET 1: ONE VISION DRIVE CITY: NATICK STATE: MA ZIP: 01760 DEFS14A 1 COGNEX CORPORATION SCHEDULE 14A 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ] - -------------------------------------------------------------------------------- Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Cognex Corporation (Name of Registrant as Specified In Its Charter) [ ] (Name of Person(s) Filing Proxy Statement) PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: - -------------------------------------------------------------------------------- 2 COGNEX CORPORATION NOTICE OF SPECIAL MEETING IN LIEU OF THE 1997 ANNUAL MEETING OF STOCKHOLDERS APRIL 22, 1997 To the Stockholders: A Special Meeting of the Stockholders of COGNEX CORPORATION in lieu of the 1997 Annual Meeting will be held on Tuesday, April 22, 1997, at 10:00 a.m. at the offices of Hutchins, Wheeler & Dittmar, A Professional Corporation, Suite 3100, 101 Federal Street, Boston, Massachusetts, for the following purposes: 1. To elect two Directors, each to serve for a term of three years as more fully described in the accompanying Proxy Statement. 2. To consider and act upon any other business which may properly come before the meeting. The Board of Directors has fixed the close of business on March 11, 1997, as the record date for the meeting. All stockholders of record on that date are entitled to notice of and to vote at the meeting. PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON. By order of the Board of Directors ANTHONY J. MEDAGLIA, JR., Clerk Natick, Massachusetts March 24, 1997 3 COGNEX CORPORATION PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Cognex Corporation (the "Corporation") for use at the Special Meeting of Stockholders in Lieu of the 1997 Annual Meeting to be held on Tuesday, April 22, 1997, at the time and place set forth in the notice of the meeting, and at any adjournments thereof. The approximate date on which this Proxy Statement and form of proxy are first being sent to stockholders is March 24, 1997. If the enclosed proxy is properly executed and returned, it will be voted in the manner directed by the stockholder. If no instructions are specified with respect to any particular matter to be acted upon, proxies will be voted in favor thereof. Any person giving the enclosed form of proxy has the power to revoke it by voting in person at the meeting, or by giving written notice of revocation to the Clerk of the Corporation at any time before the proxy is exercised. The holders of a majority in interest of all Common Stock issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the meeting in order to constitute a quorum for transaction of business. The election of the nominees for Director will be decided by plurality vote. Abstentions and "non-votes" are counted as present in determining whether the quorum requirement is satisfied. Abstentions and "non-votes" have the same effect as votes against proposals presented to stockholders other than election of directors. A "non-vote" occurs when a nominee holding shares for a beneficial owner votes on one proposal, but one does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. The Corporation will bear the cost of the solicitation. It is expected that the solicitation will be made primarily by mail, but regular employees or representatives of the Corporation (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telegraph and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Corporation. The Corporation's principal executive offices are located at One Vision Drive, Natick, Massachusetts 01760, telephone number (508) 650-3000. RECORD DATE AND VOTING SECURITIES Only stockholders of record at the close of business on March 11, 1997, are entitled to notice of and to vote at the meeting. On that date the Corporation had outstanding and entitled to vote 41,091,281 shares of Common Stock, par value $.002 per share. Each outstanding share of the Corporation's Common Stock entitles the record holder to one vote. ELECTION OF DIRECTORS Pursuant to Massachusetts law, the Board of Directors is divided into three classes, with each class as nearly equal in number as possible. One class is elected each year for a term of three years. It is proposed that the nominees listed below, whose terms expire at this meeting, be elected to serve a term of three years and until their successors are duly elected and qualified or until they sooner die, resign or are removed. The Corporation presently has a Board of Directors of four members. The persons named in the accompanying proxy will vote, unless authority is withheld, for the election of the nominees named below. If such nominees should become unavailable for election, which is not 4 anticipated, the persons named in the accompanying proxy will vote for such substitute as the Board of Directors may recommend. The nominees are not related to any Executive Officer of the Corporation or its subsidiaries.
YEAR FIRST POSITION WITH THE CORPORATION OR ELECTED A PRINCIPAL OCCUPATION DURING THE NAME OF NOMINEE AGE DIRECTOR PAST FIVE YEARS --------------- --- ---------- -------------------------------------- NOMINATED FOR A TERM ENDING IN 2000: Robert J. Shillman.................... 50 1981 Since 1981, President, Chief Executive Officer and Chairman of the Board of the Corporation. Reuben Wasserman...................... 67 1990 Since 1985, serves as an independent business consultant serving corporations and venture capital firms. Prior to 1985 was Vice President of Strategic Planning for Gould, Inc. Also, a director of AMR, Inc., Mitech Corp., Fastech Integration Inc., and Pacer Electronics, and Advisor to Andover Controls Corp. SERVING A TERM ENDING IN 1999: William Krivsky....................... 67 1985 Since 1994, Principal of Kellogg, Krivsky & Buttler, Inc. From 1986 to 1994, Executive Vice President of Bird Corporation, a manufacturer and distributor of building materials and products and a provider of environmental services. Mr. Krivsky also serves as a Director of Hitchiner Manufacturing Corporation. SERVING A TERM ENDING IN 1998: Anthony Sun........................... 44 1982 Since 1979, general partner of Venrock Associates, a venture capital partnership. Mr. Sun also serves as a Director of Award Software International, Inc., Centura Software Corp., Conductus, Inc., Fractal Design Corp., Inference Corp., Worldtalk Communications Corp., Komag, Inc. and several private companies.
INFORMATION CONCERNING THE BOARD OF DIRECTORS During fiscal 1996, there were five meetings of the Board of Directors of the Corporation. All of the Directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by committees of the Board of Directors on which they served. The Board of Directors does not have a nominating committee. Each non-employee Director received compensation in the amount of $1,850 for each fiscal quarter. Each non-employee Director who served on a committee of the Board of Directors in 1996 received an annual fee of $2,000 per committee on which he served. In addition to such fees, the Corporation paid: $11,689 to Mr. Wasserman for reimbursement of travel expenses and payment for consulting fees; $12,339 to Mr. Sun as reimbursement for travel expenses. 2 5 The Board of Directors has a Compensation/Stock Option Committee whose members are William Krivsky and Anthony Sun, Chairman. The Compensation/Stock Option Committee determines the compensation to be paid to key officers of the Corporation and administers the Corporation's Stock Option Plans. The Compensation/Stock Option Committee met on a total of five occasions in 1996. The Corporation also has an Audit Committee whose present members are Reuben Wasserman and William Krivsky, Chairman. The Audit Committee reviews with the Corporation's independent auditors the scope of the audit for the year, the results of the audit when completed and the independent auditor's fee for services performed. The Audit Committee also recommends independent auditors to the Board of Directors and reviews with management various matters related to its internal accounting controls. During fiscal 1996 there were two meetings of the Audit Committee. PRINCIPAL HOLDERS OF VOTING SECURITIES The following table shows as of February 23, 1997, any person who is known by the Corporation to be the beneficial owner of more than five percent of any class of voting securities of the Corporation. For purposes of this Proxy Statement, beneficial ownership is defined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 and means generally the power to vote or dispose of the securities, regardless of any economic interest therein.
AMOUNT AND NATURE OF NAME AND ADDRESS BENEFICIAL PERCENT OF OF BENEFICIAL OWNER OWNERSHIP CLASS - ------------------- ---------- ---------- Robert J. Shillman................................................ 7,277,716(1) 17.6% Cognex Corporation One Vision Drive Natick, MA 01760 J. & W. Seligman & Co., Inc....................................... 3,408,398(2) 8.3% 100 Park Avenue New York, NY
- --------------- (1) Includes 3,000,000 shares held by the Robert J. Shillman 1990 Irrevocable Trust, and 200 shares held by Mr. Shillman's wife. Mr. Shillman disclaims beneficial ownership of such shares. Includes also 312,000 shares which Mr. Shillman has the right to acquire upon the exercise of outstanding options exercisable currently or within 60 days. (2) According to Schedule 13G filed for the quarter ended December 31, 1996. 3 6 SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS The following information is furnished as of February 23, 1997, with respect to Common Stock of the Corporation beneficially owned within the meaning of Rule 13d-3 by all Directors of the Corporation and nominees, and by all Directors and Executive Officers of the Corporation as a group. Unless otherwise indicated, the individuals named held sole voting and investment power over the shares listed below.
AMOUNT AND NATURE OF BENEFICIAL PERCENT OF NAME OWNERSHIP CLASS ---- ---------- ---------- Robert J. Shillman.............................................. 7,277,716(1)(2) 17.6% Anthony Sun..................................................... 192,288(1) * Reuben Wasserman................................................ 22,000(1) * William Krivsky................................................. 40,575 * Patrick Alias................................................... 107,929(1) * Richard Snyder.................................................. 44,941(1) * John J. Rogers, Jr. ............................................ 103,925(1) * All Directors and Executive Officers as a group (7 persons)..... 7,789,374(1)(3) 18.7%
- --------------- * Less than 1% (1) Includes the following shares which the specified individual has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days: Mr. Shillman, 312,000 shares; Mr. Sun, 110,000 shares; shares; Mr. Wasserman, 22,000; Mr. Alias, 104,000 shares; Mr. Snyder, 16,000 shares; and Mr. Rogers, 103,500 shares. (2) See Footnote (1) under "Principal Holders of Voting Securities". (3) Includes 667,500 shares which certain Directors and Executive Officers have the right to acquire upon the exercise of outstanding options, exercisable presently or within 60 days. Notwithstanding anything to the contrary set forth in any of the Corporation's previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the following report and the Performance Graph on page 7 shall not be incorporated by reference into any such filing. COMPENSATION/STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Corporation's executive compensation program is administered by the Compensation/Stock Option Committee (the "Committee"), which determines executive officer compensation annually. The Committee is composed of independent directors who are not employees of the Corporation and its determinations with respect to compensation for a fiscal year are made at the beginning of the fiscal year. In its deliberations, the Committee considers (i) the levels of responsibility associated with each executive's position, (ii) the past performance of the individual executive, (iii) the extent to which any individual, departmental or Corporation-wide goals have been met, (iv) the overall competitive environment and the level of compensation necessary to attract and retain talented and motivated individuals in key positions, and (v) the recommendations of appropriate officers of the Corporation. 4 7 The Corporation's compensation program utilizes a combination of base salaries, annual bonuses and stock option awards. In determining the base salaries paid to the Corporation's executive officers for the year ended December 31, 1996, the Committee considered, in particular, their levels of responsibility, salary increases awarded in the past, and the executive's experience and potential. The Committee views annual bonuses as a vehicle for rewarding executives for meeting performance objectives. The Committee establishes individual and corporate performance targets each year. Executive officers are eligible to receive annual cash bonuses upon achievement of such pre-determined performance targets. No annual bonuses were paid for the fiscal year ended December 31, 1996. The Corporation's stock option program is intended to reward the participating executives for their efforts in building shareholder value and improving corporate performance over the long term. The stock option program also promotes the retention of talented executives. In determining the number of options granted to executive officers, the Committee takes into consideration options granted to such executives in previous years and the potential value which may be realized upon exercise of the options as a result of appreciation of the Corporation's stock during the option term. In 1996, the market price of the common stock of the Corporation decreased such that options held by key employees had exercise prices substantially above the market price. The Compensation Committee concluded that in order for stock options to continue to be sufficient incentive to the Corporation's key employees, the replacement of these "underwater" options with newly priced options was necessary. Accordingly, on July 30, 1996, the Compensation Committee offered to 194 key employees of the Corporation, including John J. Rogers, Jr., a named executive officer, the opportunity to exchange previously granted options to purchase 1,315,800 shares, with the original expiration dates maintained. All optionees holding such previously granted options, including Mr. Rogers, that accepted the offer to exchange the options held options having an average price of approximately $27.107 per share which were replaced by options with an exercise price equal to $14.50 per share. The replacement options provide for the purchase of a fewer number of shares of common stock and a longer vesting period than the options which they replaced. In determining to make the option replacement offer to employees, the Compensation Committee considered the fairness of such replacement in relation to the Corporation's other stockholders. The Compensation Committee concluded that replacement of a fewer number of shares would reduce stockholder dilution while permitting the Corporation to more effectively retain and motivate its key employees. In 1993 the Internal Revenue Code was amended to limit the deduction a public company is permitted for compensation paid in 1994 and thereafter to the chief executive officer and to the four most highly compensated executive officers, other than the chief executive officer. Generally, amounts paid in excess of $1 million to a covered executive, other than performance-based compensation, cannot be deducted. In order to qualify as performance-based compensation under the new tax law, certain requirements must be met, including approval of the performance measures by the stockholders. The Committee intends to consider ways to maximize deductibility of executive compensation, while retaining the discretion the Committee considers appropriate to compensate executive officers at levels commensurate with their responsibilities and achievements. 5 8 COMPENSATION OF ROBERT J. SHILLMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN The Committee established the compensation of Robert J. Shillman, the President, Chief Executive Officer and Chairman of the Board of Directors of the Corporation for the fiscal year ended December 31, 1996, using the same criteria that were used to determine the compensation of other executive officers as described above. Mr. Shillman's base compensation was increased approximately 4% in general recognition of his level of responsibility and his individual efforts for the benefit of the Corporation. It should be noted that the Corporation's operating income for the year ended December 31, 1996 increased 11% over operating income for the year ended December 31, 1995. The foregoing report has been approved by all members of the Committee. COMPENSATION/STOCK OPTION COMMITTEE Anthony Sun, Chairman William Krivsky 6 9 COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS PERFORMANCE GRAPH FOR COGNEX CORPORATION [COGNEX PERFORMANCE GRAPH] NOTES A. The lines represent monthly index levels derived from compounded daily returns that include all dividends. B. The indexes are reweighted daily, using the market capitalization on the previous trading day. C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used. D. The index level for all series was set to $100.0 on 12/31/91. 7 10 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Krivsky and Sun served as members of the Compensation/Stock Option Committee during fiscal 1996. Mr. Sun served as President of Cognex Technology and Investment Corporation, a subsidiary of the Corporation, during fiscal 1996. EXECUTIVE COMPENSATION The following table sets forth all compensation awarded to, earned by or paid to the Corporation's Chief Executive Officer and each of the Corporation's Executive Officers whose total annual salary and bonus exceeded $100,000 for all services rendered in all capacities to the Corporation and its subsidiaries for the Corporation's three fiscal years ended December 31, 1996. SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION ANNUAL AWARDS COMPENSATION ------------- NAME AND ------------------------------- STOCK OPTIONS ALL OTHER PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) (SHARES) COMPENSATION(2) ------------------ ---- --------- -------- ------------- --------------- Robert J. Shillman............... 1996 $196,477 $ 0 0 1,265 President & CEO 1995 188,842 243,812(3) 0 870 1994 181,539 211,682 0 903 Patrick Alias.................... 1996 $191,515 $ 0 0 1,440 Executive Vice 1995 183,789 179,814(3) 0 1,111 President, Sales and Marketing 1994 176,635 168,893 0 903 Richard Snyder................... 1996 $191,515 $ 0 0 1,440 Executive Vice 1995 183,789 133,614(3) 0 1,440 President, Operations 1994 176,635 85,848 0 1,495 John J. Rogers, Jr............... 1996 $133,152 $ 0 90,000 287 Chief Financial Officer, 1995 128,077 56,230(3) 100,000(4) 271 Executive Vice President, 1994 98,216 55,250 100,000 205 Treasurer
- --------------- (1) Salary and bonus amounts are presented in the year earned. The payment of such amounts may have occurred in other years. (2) Amounts included are for insurance premiums paid by the Corporation for the benefit of the named Executive Officer. (3) The 1995 earned bonuses of Mr. Shillman, Mr. Alias, Mr. Snyder and Mr. Rogers consisted of cash of $110,000, $76,000, $76,000 and $45,000, respectively, and a restricted common stock grant of 5,064, 3,929, and 425 shares, respectively. The restricted stock award carries a two year restriction period during which the shares may not be sold or otherwise transferred. (4) Includes 100,000 options granted that were later revoked and terminated by the Board of Directors. 8 11 OPTION GRANTS IN LAST FISCAL YEAR There were no option grants in fiscal 1996 to the named Executive Officers. TEN YEAR OPTION REPRICING The following table provides information on the repricing of stock options to the named executive officer during fiscal 1996.
LENGTH OF NUMBER OF MARKET ORIGINAL OPTIONS PRICE OF EXERCISE OPTION NUMBER OF REMAINING STOCK AT PRICE AT NEW TERM AT OPTIONS AFTER TIME OF TIME OF EXERCISE DATE OF NAME DATE REPRICED REPRICING REPRICING REPRICING PRICE REPRICING - ---- ------- --------- ---------- --------- --------- -------- -------- John J. Rogers, Jr.................. 7/30/96 100,000 90,000 $14.375 $32.438 $14.50 9 years 4 months (approx.)
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND 12/31/96 OPTION VALUES The following table provides information on option exercises and on the value of the named Executive Officers' unexercised options at December 31, 1996.
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED SHARES OPTIONS AT 12/31/96 OPTIONS AT 12/31/96(1) ACQUIRED VALUE --------------------------- --------------------------- NAME ON EXERCISE REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- ----------- ----------- ------------- ----------- ------------- Robert J. Shillman........ 0 $ 0 184,000 556,000 $2,593,700 $6,200,000 President & CEO Patrick Alias............. 28,000 $ 646,740 88,000 432,000 $1,334,960 $4,800,000 Executive Vice President, Sales and Marketing Richard Snyder............ 56,000 $1,127,328 40,000 452,000 $ 617,480 $5,108,740 Executive Vice President, Operations John J. Rogers, Jr........ 0 $ 0 93,500 351,500 $ 967,865 $3,204,550 Chief Financial Officer, Executive Vice President, Treasurer
- --------------- (1) Value of unexercised stock options represents difference between the exercise prices of the stock options and the closing price of the Corporation's Common Stock on NASDAQ National Market System on December 31, 1996. (2) Value realized on exercise represents difference between the exercise prices of the stock options and the trading price of the Corporation's Common Stock on NASDAQ National Market System on the date of exercise. 9 12 INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has appointed Coopers & Lybrand as independent auditors to examine the consolidated financial statements of the Corporation and its subsidiaries for the fiscal year ended December 31, 1997. A representative of Coopers & Lybrand is expected to be present at the meeting and will have the opportunity to make a statement if he or she so desires and to respond to appropriate questions. The engagement of Coopers & Lybrand was approved by the Board of Directors at the recommendation of the Audit Committee of the Board of Directors. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's officers and Directors and persons owning more than 10% of the outstanding Common Stock of the Corporation to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, Directors and greater than 10% holders of Common Stock are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms they file. Based solely on copies of such forms furnished as provided above, or written representations that no Forms 5 were required, the Corporation believes that during the year ended December 31, 1996, all Section 16(a) filing requirements applicable to its officers, Directors and owners of greater than 10% of its Common Stock were complied with. DEADLINES FOR SUBMISSION OF STOCKHOLDER PROPOSALS Under regulations adopted by the Securities and Exchange Commission, any proposal submitted for inclusion in the Corporation's Proxy Statement relating to the Annual Meeting of Stockholders to be held in 1998 must be received at the Corporation's principal executive offices in Natick, Massachusetts on or before November 26, 1997. Receipt by the Corporation of any such proposal from a qualified stockholder in a timely manner will not ensure its inclusion in the proxy material because there are other requirements in the proxy rules for such inclusion. In addition to the Securities and Exchange Commission requirements regarding stockholder proposals, the Corporation's By-Laws contain provisions regarding matters to be brought before stockholder meetings. If stockholder proposals, including proposals regarding the election of Directors, are to be considered at the 1998 Annual Meeting, notice of them whether or not they are included in the Corporation's proxy statement and form of proxy, must be given by personal delivery or by United States mail, postage prepaid, to the Clerk of the Corporation on or before February 9, 1998. OTHER MATTERS Management knows of no matters which may properly be and are likely to be brought before the meeting other than the matters discussed herein. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will vote in accordance with their best judgment. The cost of this solicitation will be borne by the Corporation. It is expected that the solicitation will be made primarily by mail, but regular employees or representatives of the Corporation (none of whom will 10 13 receive any extra compensation for their activities) may also solicit proxies by telephone, telegraph and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to their principals at the expense of the Corporation. 10-K REPORT THE CORPORATION WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE CORPORATION'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO JOHN J. ROGERS, JR., COGNEX CORPORATION, ONE VISION DRIVE, NATICK, MASSACHUSETTS 01760. VOTING PROXIES The Board of Directors recommends an affirmative vote on all proposals specified. Proxies will be voted as specified. If signed proxies are returned without specifying an affirmative or negative vote on any proposal, the shares represented by such proxies will be voted in favor of the Board of Directors' recommendations. By order of the Board of Directors ANTHONY J. MEDAGLIA, JR., Clerk Natick, Massachusetts March 24, 1997 11 14 DETACH HERE COG F [SET VERTICALLY ON LEFT HAND SIDE OF PAGE] P R O X Y CONGEX CORPORATION SPECIAL MEETING IN LIEU OF 1997 ANNUAL MEETING OF STOCKHOLDERS APRIL 22, 1997 The undersigned hereby appoints Robert J. Shillman and Anthony J. Medaglia, Jr., and each of them, with full power of substitution, proxies to represent the undersigned at a Special Meeting in Lieu of the 1997 Annual Meeting of Stockholders of COGNEX CORPORATION to be held April 22, 1997 at 10:00 a.m. at the offices of Hutchins, Wheeler & Dittmar. A Professional Corporation, 101 Federal Street, Suite 3100, Boston, Massachusetts, and at any adjournment or adjournments thereof, to vote in the name and place of the undersigned, with all powers which the undersigned would possess if personally present, all of the shares of COGNEX CORPORATION standing in the name of the undersigned upon such business as may properly come before the meeting, including the following as set forth on the reverse side. ------------- |SEE REVERSE| CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE | 15 DETACH HERE COG F [X] PLEASE MARK VOTES AS IN THIS EXAMPLE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS SET FORTH IN THE PROXY STATEMENT. 1. Election of Directors 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. NOMINEES: Robert J. Shillman and Reuben Wasserman FOR WITHHELD [ ] [ ] [ ] ----------------------------------------- For both nominees except as noted above MARK HERE MARK HERE FOR ADDRESS [ ] IF YOU PLAN [ ] CHANGE AND TO ATTEND NOTE AT LEFT THE MEETING PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON. Please sign exactly as your name(s) appear(s) on the Proxy. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature: Date: Signature: Date: ---------------------------------- --------- ---------------------------------- ------------
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