What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-16 · 33 added, 18 removed, 125 unchanged (29% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report.

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of that date.

As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report.

Based on such evaluation, except as described below relating to the acquisition of Moritex Corporation, the Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of that date.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

Management has evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

Except as described below relating to the acquisition of Moritex Corporation, based on our evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

The Company closed the acquisition of Moritex Corporation on October 18, 2023.

The new acquisition's total assets and revenues constituted approximately 5% and 1%, respectively, of the Company’s consolidated total assets and revenues as shown on our consolidated financial statements as of and for the year ended December 31, 2023.

As the acquisition occurred during the fourth quarter of 2023, the Company excluded Moritex Corporation from the scope of the assessment of the effectiveness of the Company’s internal control over financial reporting and, with respect to the portion of disclosure controls and procedures that are subsumed by internal control over financial reporting of Moritex Corporation, the Company's disclosure controls and procedures.

This exclusion is in accordance with the general guidance issued by the Staff of the Securities and Exchange Commission that an assessment of a recently-acquired business may be omitted from the scope in the year of acquisition if specified conditions are satisfied.

Attestation Report of the Registered Public Accounting Firm on Internal Control over Financial Reporting

1 unchanged sentence

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as described above, there have been no changes in the Company's internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

6 unchanged sentences

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

5 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Moritex Corporation, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting five and one percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

As indicated in Management’s Report, Moritex Corporation was acquired during 2023.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Moritex Corporation.

Definition and limitations of internal control over financial reporting

9 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2023, the following Section 16 officer adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of the Exchange Act Rule 10b5-1(c):

• On December 12, 2023 , Joerg Kuechen , the Chief Technology Officer of the Company, adopted a trading arrangement for the sale of shares of the Company’s common stock (a “Rule 10b5-1 Trading Plan”).

Kuechen’s Rule 10b5-1 Trading Plan, which has a term ending on December 6, 2024, provides for the exercise of vested stock options to acquire up to 202,556 shares of common stock and the sale of up to 215,818 shares of common stock pursuant to the terms of the plan.

During the quarter ended December 31, 2023, no 10b5-1 trading arrangements were modified or terminated, and no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

21 unchanged sentences

10,516,000 $ 51.22 7,978,000

(1) Includes shares to be issued upon exercise of outstanding options under the Company’s 2007 Stock Option and Incentive Plan, and subsequent to shareholder approval, the 2001 General Stock Option Plan, as amended and restated.

(2) Includes shares remaining available for future issuance under the Company’s 2007 Stock Option and Incentive Plan and 2001 General Stock Option Plan, as amended and restated.

(3) Includes shares to be issued upon the exercise of outstanding options granted prior to shareholder approval under the 2001 General Stock Option Plan, as amended and restated.

(1) Includes shares to be issued upon exercise of outstanding options under the Company’s 2023 Stock Option and Incentive Plan, the 2007 Stock Option and Incentive Plan, and subsequent to shareholder approval, the 2001 General Stock Option Plan, as amended and restated.

(2) Includes shares remaining available for future issuance under the Company’s 2023 Stock Option and Incentive Plan.

This amount is subject to adjustment from "Carryover Shares" as defined in Note 16:

Stock-Based Compensation.

(3) All references made to share or per share amounts have been adjusted to reflect the two-for-one stock split which occurred in the fourth quarter of 2017.

1 unchanged sentence

In December 2011, this plan received shareholder approval for an amendment and restatement of the plan.

This plan provides for the granting of nonqualified stock options and incentive stock options to any employee who is actively employed by the Company and is not an officer or director of the Company.

The maximum number of shares of common stock available for grant under this plan is 38,440,000 shares.

All option grants must have an exercise price per share that is no less than the fair market value per share of the Company’s common stock on the grant date and must have a term that is no longer than ten years from the grant date.

31,852,747 stock options have been granted under the 2001 General Stock Option Plan.

This plan provided for the granting of nonqualified stock options and incentive stock options to any employee who was actively employed by the Company and was not an officer or director of the Company.

The maximum number of shares of common stock that were available for grant under this plan was 38,440,000 shares.

All option grants had an exercise price per share that was no less than the fair market value per share of the Company’s common stock on the grant date and had a term that was no longer than ten years from the grant date.

32,544,411 stock options were granted under the 2001 General Stock Option Plan.

With shareholder approval of the 2023 Stock Option and Incentive Plan in May 2023, no further shares may be granted from the 2001 General Stock Option Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

17 unchanged sentences

3D Articles of Amendment to Restated Articles of Organization of Cognex Corporation, effective April 26, 2019 (incorporated by reference to Exhibit 3.4 of Cognex's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 [File No.

3E By-laws of Cognex Corporation, as amended and restated through December 5, 2013 (incorporated by reference to Exhibit 3.3 of Cognex’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2016 [File No.

3F Amendment to Amended and Restated By-laws of Cognex Corporation, effective May 5, 2016 (incorporated by reference to Exhibit 3.4 of Cognex's Quarterly Report on Form 10-Q for the quarter ended July 3, 2016 [File No.

3E Amended and Restated By-laws of Cognex Corporation, effective August 2, 2023 (incorporat ed by reference to Exhibit 3.1 of Cognex's Current Report on Form 8-K , as filed wit h the SEC on August 3, 2023 [File No.

4A Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4 to Cognex's Registration Statement on Form S-1 [Registration No.

13 unchanged sentences

10L * Form of Performance Restricted Stock Unit Agreement under the 2007 Stock Option and Incentive Plan ((incorporated by reference to Exhibit 10L of Cognex’s Annual Report on Form 10-K for the year ended December 31, 2021 [File No.

10M * Cognex Corporation 2023 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of Cognex's Current Report on Form 8-K, as filed with the SEC on May 4, 2023)

10N * Form of Non-Qualified Stock Option Agreement under the Cognex Corporation 2023 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 of Cognex's Current Report on Form 8-K, as filed with the SEC on May 4, 2023)

10O * Form of Restricted Stock Unit Award Agreement under the Cognex Corporation 2023 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 of Cognex's Current Report on Form 8-K, as filed with the SEC on May 4, 2023)

10P * Form of Performance Restricted Stock Unit Award Agreement under the Cognex Corporation 2023 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of Cognex's Current Report on Form 8-K, as filed with the SEC on May 4, 2023)

21 Subsidiaries of the registrant (filed herewith)

4 unchanged sentences

32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO) (furnished herewith)

97 Policy Relating to Recovery of Erroneously Awarded Compensation (as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1)

101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith)

14 unchanged sentences

Todgham Senior Vice President of Finance and Chief Financial Officer (principal financial and accounting officer) February 15, 2024

/s/ Patrick Alias Director February 16, 2023

Patrick Alias

/s/ Theodor Krantz Director February 16, 2023

Theodor Krantz

/s/ Sachin Lawande Director February 15, 2024

1 unchanged sentence

/s/ John Lee Director February 15, 2024

/s/ Angelos Papadimitriou Director February 15, 2024

Angelos Papadimitriou

/s/ Dianne Parrotte Director February 15, 2024

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures