UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 17, 2015

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2015 Annual Meeting of Shareholders of Cognex Corporation (the “Company”), which was held on April 17, 2015 (the “Meeting”), the shareholders of the Company approved the amendment and restatement of the Cognex Corporation 2007 Stock Option and Incentive Plan (the “Plan”). The material features of the Plan include:

• The maximum number of shares to be issued under the Plan was increased by 2,000,000 shares of common stock (from 4,600,000 to 6,600,000);
• The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and cash-based awards is permitted;
• Shares tendered or held back for taxes will not be added back to the reserved pool under the Plan. Upon the exercise of a stock appreciation right, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares reacquired by the Company on the open market or otherwise using cash proceeds of option exercises will not be added to the reserved pool;
• Minimum vesting periods are required for grants of stock options, stock appreciation rights, restricted stock and restricted stock units;
• Without shareholder approval, the exercise price of stock options and stock appreciation rights will not be reduced and stock options and stock appreciation rights will not be otherwise repriced through cancellation in exchange for cash, other awards or stock options or stock appreciation rights with a lower exercise price;
• Any material amendment (other than an amendment that curtails the scope of the Plan) is subject to approval by the Company’s shareholders;
• No awards may be granted under the Plan after the date that is ten years from the date of shareholder approval; and
• The Plan will be administered by either the Compensation/Stock Option Committee of the full Board or by the Board (the “Administrator”). The Administrator, in its discretion, may grant a variety of incentive awards based on the Company’s common stock.

The Company’s executive officers and directors are eligible to receive awards under the Plan. A detailed summary of the Plan is set forth in the Company’s proxy statement for the Meeting, as filed with the Securities and Exchange Commission on March 6, 2015 (the “Proxy Statement”), under the caption “Proposal 4: Approval of the Amendment and Restatement of the Cognex Corporation 2007 Stock Option and Incentive Plan,” which summary is incorporated herein by reference. That detailed summary of the Plan and the foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, which was included as Annex A to the Proxy Statement and is incorporated herein by reference.

Item 5.07  Submission of Matters to a Vote of Security Holders

On April 17, 2015, the Company held its 2015 Annual Meeting of Shareholders. As of the record date for the Meeting, there were 86,713,556 shares of common stock of the Company outstanding and entitled to vote.  The 79,865,402 shares represented at the Meeting were voted as follows:

Item 9.01  Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.