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(Exact name of registrant as specified in charter) |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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N/A |
(Former name or former address, if changed since last report.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Emerging growth company |
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Item 2.02
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Results of Operations and Financial Condition |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
◾
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Address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including requiring: (a) the shareholder’s nomination notice to include information regarding the solicitation of proxies from shareholders; and (b) the shareholder to comply with Rule 14a-19 and provide reasonable evidence
thereof prior to the shareholder meeting;
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◾
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Provide that any shareholder soliciting proxies use a proxy card color other than white, which is reserved for the
exclusive use of the Board;
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◾
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Enhance the informational and procedural requirements in connection with shareholder proposals and shareholder director
nominations, including: (a) requiring additional information about the shareholder making the director nomination or proposal; (b) requiring additional information about the shareholder proposed business and/or director nominee;
(c) requiring certain updates to notices provided by the shareholder to the Company; and (d) providing that the number of nominees a shareholder may nominate for election at the meeting may not exceed the number of directors to be
elected at such meeting;
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◾
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Enhance the informational and procedural requirements in connection with a request for a special meeting of
shareholders by one or more shareholders in accordance with the A&R By-Laws;
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◾
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Clarify the powers of the Board and the presiding officer at a shareholder meeting to prescribe rules and regulations for the conduct of the meeting |
◾
|
Provide that, unless the Company consents
in writing to the selection of an alternative forum, (a) Massachusetts State Court is the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer or other employee or shareholder of the
Company to the Company or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts General Laws or the Company’s organizational documents, or (iv) any action asserting a claim
governed by the internal affairs doctrine, and (b) the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities
Act of 1933, as amended, the Exchange Act, or the respective rules and regulations thereunder; and
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◾
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Make various updates throughout to conform to the Massachusetts Business Corporation Act and to make ministerial changes, clarifications
(including changes to clarify the Company’s ability to conduct business by means of remote or electronic communication), and other conforming
revisions.
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Item 8.01 | Other Events |
Item 9.01 |
Financial Statements and Exhibits |
Exhibit No. | Description |
3.1 | Amended and Restated By-laws of Cognex Corporation, effective August 2, 2023 |
99.1 | News release, dated August 3, 2023, by Cognex Corporation with respect to financial results for the quarter ended July 2, 2023 (furnished herewith) |
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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COGNEX CORPORATION |
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Dated: August 3, 2023 | By:/s/ Paul Todgham |
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Paul Todgham |
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Senior Vice President and Chief Financial Officer
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