<PAGE> 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:
- --------------------------------------------------------------------------------
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
YEAR FIRST POSITION WITH THE CORPORATION OR
ELECTED A PRINCIPAL OCCUPATION DURING THE
NAME OF NOMINEE AGE DIRECTOR PAST FIVE YEARS
--------------- --- ---------- --------------------------------------
<S> <C> <C> <C>
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.
</TABLE>
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
<PAGE> 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.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
- ------------------- ---------- ----------
<S> <C> <C>
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
</TABLE>
- ---------------
(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
<PAGE> 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.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS
---- ---------- ----------
<S> <C> <C>
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%
</TABLE>
- ---------------
* 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION -------------
NAME AND ------------------------------- STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) (SHARES) COMPENSATION(2)
------------------ ---- --------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
- ---------------
(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
<PAGE> 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.
<TABLE>
<CAPTION>
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
- ---- ------- --------- ---------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
John J. Rogers, Jr.................. 7/30/96 100,000 90,000 $14.375 $32.438 $14.50 9 years
4 months
(approx.)
</TABLE>
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.
<TABLE>
<CAPTION>
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
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
- ---------------
(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
<PAGE> 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
<PAGE> 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
<PAGE> 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 |
<PAGE> 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.
<TABLE>
<S> <C>
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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