Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 11, 2021

Cognex Corporation

(Exact name of registrant as specified in charter)

(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)

One Vision Drive, Natick, Massachusetts
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  Trading Symbol(s)
  Name of each exchange on which registered
Common Stock, par value $.002 per share
  The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company       ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 2.02
Results of Operations and Financial Condition

On February 11, 2021, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter and year ended December 31, 2020. 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 February 11, 2021, Dr. Robert J. Shillman, Chairman and Chief Culture Officer of the Company, informed the Company of his decision to retire from the Company’s Board of Directors and as an executive officer of the Company, effective May 5, 2021. Dr. Shillman will remain as an employee of the Company in an advisory role. Anthony Sun, the Company’s Lead Independent Director, will succeed Dr. Shillman as Chairman of the Company’s Board of Directors.

Item 8.01
Other Events

On February 11, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.06 per share. The dividend is payable on March 12, 2021 to all shareholders of record at the close of business on February 26, 2021.

Item 9.01
Financial Statements and Exhibits

(d)            Exhibits

Exhibit No.
99.1 News release, dated February 11, 2021, by Cognex Corporation (furnished herewith)
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


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.

Dated: February 11, 2021
By:/s/ Paul Todgham
Paul Todgham
Senior Vice President and Chief Financial Officer

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