SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.       )

Check the appropriate box:

COGNEX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

COGNEX CORPORATION

NOTICE OF SPECIAL MEETING IN LIEU OF

THE 2005 ANNUAL MEETING OF SHAREHOLDERS

April 21, 2005

To the Shareholders:

      A Special Meeting of the Shareholders of COGNEX CORPORATION in lieu of the 2005 Annual Meeting of Shareholders will be held on Thursday, April 21, 2005, at 10:00 a.m., local time, at the offices of Goodwin Procter LLP, 53 State Street, Boston, Massachusetts, for the following purposes:

      The Board of Directors has fixed the close of business on March 4, 2005 as the record date for the meeting. All shareholders of record on that date are entitled to receive notice of and to vote at the meeting.

      YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY CONTINUE TO HAVE YOUR SHARES VOTED AS INSTRUCTED IN THE PROXY OR YOU MAY WITHDRAW YOUR PROXY AT THE MEETING AND VOTE YOUR SHARES IN PERSON.

Natick, Massachusetts

March 16, 2005

Important

      Please note that due to security procedures, you will be required to show a form of picture identification to gain access to the offices of Goodwin Procter LLP. Please contact the Department of Investor Relations of the Corporation at (508) 650-3000 if you plan to attend the meeting.

COGNEX CORPORATION

One Vision Drive

Natick, Massachusetts 01760

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 in Lieu of the 2005 Annual Meeting of Shareholders to be held on Thursday, April 21, 2005, at the time and place set forth in the accompanying notice of the meeting, and at any adjournments or postponements thereof. This Proxy Statement is first being sent to shareholders on or about March 16, 2005.

      If the enclosed proxy is properly executed and returned, it will be voted in the manner directed by the shareholder. 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, by giving written notice of revocation to the Secretary of the Corporation at any time before the proxy is exercised, or by filing a duly executed proxy bearing a later date. Any shareholder of record as of the record date attending the meeting may vote in person whether or not a proxy has been previously given, but the presence (without further action) of a shareholder at the meeting will not constitute revocation of a previously given proxy.

      The Corporation’s principal executive offices are located at One Vision Drive, Natick, Massachusetts 01760, telephone number (508) 650-3000.

VOTING AND QUORUM

      The holders of a majority in interest of all common stock, par value $.002 per share (“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 the transaction of business. The election of a nominee for Director will be decided by a plurality of the votes cast. Votes may be cast for or withheld from each nominee. Both abstentions and broker “non-votes” (that is, shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) are counted as present for the purposes of determining the existence of a quorum for the transaction of business. However, for purposes of determining the number of shares voting on a particular proposal, abstentions and broker “non-votes” are not counted as votes cast or shares voting.

RECORD DATE AND VOTING SECURITIES

      Only shareholders of record at the close of business on March 4, 2005 (the “Record Date”), are entitled to receive notice of and to vote at the meeting. As of the close of business on the Record Date, there were 46,279,609 shares of Common Stock outstanding and entitled to vote. Each outstanding share of the Corporation’s Common Stock entitles the record holder to one vote.

ELECTION OF DIRECTORS

      The Board of Directors currently consists of six directors. The Board of Directors is divided into three classes, with one class being elected each year for a term of three years. It is proposed that Robert J. Shillman and Jerald Fishman, whose terms expire at this meeting, be elected to serve terms of three years and in each case until their successors are duly elected and qualified or until they sooner die, resign or are removed.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ROBERT J. SHILLMAN AND JERALD FISHMAN.

      The persons named in the accompanying proxy will vote, unless authority is withheld, “for” the election of the nominees named above. The Board of Directors anticipates that each of the nominees, if elected, will serve as a director. If any nominee is unable to accept election, the persons named in the accompanying proxy will vote for such substitute as the Board of Directors may recommend. Should the Board of Directors not recommend a substitute for any nominee, the proxy will be voted for the election of the remaining nominee. There are no family relationships between any Director and executive officer of the Corporation or its subsidiaries.

INFORMATION REGARDING DIRECTORS

      Set forth below is certain information furnished to the Corporation by the Director nominees and by each of the incumbent Directors whose terms will continue after the meeting. The Board of Directors has determined that all of the Director nominees and incumbent Directors listed below are “independent” as such term is defined in the applicable listing standards of the National Association of Securities Dealers, except for Mr. Alias and Dr. Shillman who are also executive officers of the Corporation. The Board has established the role of Lead Independent Director, and Mr. Fishman currently serves in that role, which includes chairing the executive sessions of the independent directors. Independent directors of the Corporation regularly meet in executive sessions outside the presence of management.

      During fiscal 2004, there were six 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. Members of the Corporation’s Board of Directors are strongly encouraged to attend the Annual Meeting, or Special Meeting in lieu thereof, of Shareholders of the Corporation; however, the Corporation does not have a formal policy with respect to attendance at the Annual or Special Meeting. All of the Directors attended the Special Meeting in lieu of the 2004 Annual Meeting of Shareholders held on April 22, 2004.

      Each non-employee Director received compensation in the amount of $7,500 for the 2004 fiscal year plus an additional $2,000 for each meeting attended. All non-employee directors who served on the Compensation/ Stock Option Committee of the Board of Directors in 2004 received an annual fee of $2,000 for the fiscal year.

Each Director who served on the Audit Committee of the Board of Directors in 2004 received an annual fee of $3,000 for the fiscal year. The Chairman of the Audit Committee received an additional fee of $2,000 for the fiscal year. Each Audit Committee member received an additional $1,000 for any meeting attended and an additional $500 for any telephonic meeting attended. In addition, each non-employee Director was granted options to purchase 7,500 shares of Common Stock at $31.94 per share on February 25, 2004. These options have a ten-year term and vest in four equal annual installments commencing on January 1, 2005.

      Shareholders who wish to communicate with the Board of Directors or with a particular Director may send a letter to the Secretary of Cognex Corporation at One Vision Drive, Natick, Massachusetts 01760. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of the Board or certain specified individual Directors. The Secretary will make copies of all such letters and circulate them to the appropriate Director or Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Compensation/Stock Option Committee

      The Board of Directors has a Compensation/ Stock Option Committee whose members are Reuben Wasserman and Jerald Fishman, Chairman. Each member of the Compensation/ Stock Option Committee is “independent” as such term is defined in the applicable listing standards of the National Association of Securities Dealers. 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 five times in fiscal 2004.

Audit Committee

      The Corporation also has an Audit Committee whose members are Reuben Wasserman, Jerald Fishman and William Krivsky, Chairman. For fiscal 2004, among other functions, the Audit Committee reviewed with the Corporation’s independent auditors the scope of the audit for the year, the results of the audit when completed and the independent auditors’ fees for services performed. The Audit Committee also appointed the independent auditors and reviewed with management various matters related to the Corporation’s internal controls. Under the written charter of the Audit Committee, which was attached as Appendix A to the Corporation’s Proxy Statement filed with the Securities and Exchange Commission (the “Commission”) on March 17, 2004, and is available on the Corporation’s website at www.cognex.com, the Audit Committee also determined funding for the independent auditors and pre-approved all audit and permitted non-audit services. During fiscal 2004, the Audit Committee held eight meetings. Each member of the Audit Committee is “independent” as such term is defined in the applicable listing standards of the National Association of Securities Dealers and the rules of the Commission. The Board of Directors has also determined that William Krivsky qualifies as an “audit committee financial expert” under the rules of the Commission.

Nominating Committee

      The Corporation also has a Nominating Committee whose members are William Krivsky, Reuben Wasserman and Jerald Fishman, Chairman. Each member of the Nominating Committee is “independent” as such term is defined in the applicable listing standards of the National Association of Securities Dealers. Under the written charter of the Nominating Committee, which was attached as Appendix B to the Corporation’s Proxy Statement filed with the Commission on March 17, 2004, and is available on the Corporation’s website at www.cognex.com, the Nominating Committee is responsible for identifying individu-

als qualified to serve as members of the Board and recommending to the Board nominees for election at each annual meeting of shareholders and when vacancies in the Board occur for any reason. During fiscal 2004, there was one meeting of the Nominating Committee.

      When considering a potential candidate for membership on the Board of Directors, the Nominating Committee will consider any criteria it deems appropriate, including, among other things, the experience and qualifications of any particular candidate as well as such candidate’s past or anticipated contributions to the Board and its committees. At a minimum, each nominee is expected to have high personal and professional integrity and demonstrated ability and judgment, and to be effective, with the other Directors, in collectively serving the long-term interests of the shareholders. In addition to the minimum qualifications set forth for each nominee above, when considering potential candidates for the Board of Directors, the Nominating Committee seeks to ensure that the Board of Directors is comprised of a majority of independent directors and that the committees of the Board of Directors are comprised entirely of independent directors. The Nominating Committee may also consider any other standards that it deems appropriate, including whether a potential candidate has direct experience in the industry or markets in which the Corporation operates and whether such candidate, if elected, would assist in achieving a mix of directors that represents a diversity of background and experience. In practice, the Nominating Committee generally will evaluate and consider all candidates recommended by the Directors, officers and shareholders of the Corporation. The Nominating Committee intends to consider shareholder recommendations for Directors using the same criteria as potential nominees recommended by the members of the Nominating Committee or others.

      In February 2005, the Nominating Committee met and recommended Robert J. Shillman and Jerald Fishman as nominees for election at this year’s meeting. The Nominating Committee did not receive any shareholder nominees for election as Director with respect to the meeting.

      Shareholders who wish to submit Director candidates for consideration should send such recommendations to the Secretary of the Corporation at the Corporation’s executive offices not less than 120 calendar days prior to the date on which the Corporation’s proxy statement for the prior year was released. Such recommendations must include: (i) the name and address of record of the shareholder, (ii) a representation that the shareholder is a record holder of the Corporation’s Common Stock, or if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed Director candidate, (iv) a description of the qualifications of the proposed Director candidate which addresses the minimum qualifications described above, (v) a description of all arrangements or understandings between the shareholder and the proposed Director candidate, and (vi) the consent of the proposed Director candidate to be named in the proxy statement and to serve as a Director if elected at such meeting. Shareholders must also submit any other information regarding the proposed Director candidate that is required to be included in a proxy statement filed pursuant to the rules of the Commission. See also the information under “Deadlines for Submission of Shareholder Proposals.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table shows as of February 25, 2005, any person who is known by the Corporation to be the beneficial owner of more than five percent of the Corporation’s Common Stock. For purposes of this Proxy Statement, beneficial ownership is defined in accordance with Rule 13d-3 under the Exchange Act. Accordingly, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, agreement, understanding, relationship or otherwise has or shares the power to vote such security or to dispose of such security.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

      The following information is furnished as of February 25, 2005, with respect to Common Stock of the Corporation beneficially owned within the meaning of Rule 13d-3 of the Exchange Act by each Director of the Corporation, each Director nominee, each of the Named Executive Officers (as defined herein) 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. The address for each individual is c/o Cognex Corporation, One Vision Drive, Natick, Massachusetts 01760.

      The material in the following Compensation/ Stock Option Committee Report on Executive Compensation, the performance graph on page 10 and the Audit Committee Report on page 16 are not “soliciting material,” are not deemed filed with the Commission and are not to be incorporated by reference in any filing of the Corporation under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in 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 generally 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.

      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, 2004, 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 predetermined performance targets. The annual bonuses for the fiscal year ended December 31, 2004, reflect the achievement of predetermined targets related to the Corporation’s operating income, other company metrics and individual goals. The annual bonuses were paid in February 2005.

      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.

      The Internal Revenue Code limits the deduction a public company is permitted for compensation paid 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 tax law, certain requirements must be met, including approval of the performance measures by shareholders. In its deliberations, the Committee considers 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.

Compensation of Robert J. Shillman, Chief Executive Officer and Chairman

      The Committee established the compensation of Robert J. Shillman, the Chief Executive Officer and Chairman of the Board of Directors of the Corporation, for the fiscal year ended December 31, 2004, using the same criteria that were used to determine the compensation of other executive officers as described above. In establishing Dr. Shillman’s compensation for the fiscal year ended December 31, 2004, the Committee considered his level of responsibility, salary increases awarded in the past, and the significant role that Dr. Shillman has played in setting the strategic direction of the Corporation. Dr. Shillman elected to forgo

both his base compensation for 2004 of $350,000, which represented an increase of approximately 7.7% over 2003, as well as his annual bonus of $336,000. Dr. Shillman was granted options to purchase 115,000 shares of Common Stock at $31.94 per share on February 25, 2004, and options to purchase 5,000 shares of Common Stock at $29.35 per share on July 22, 2004.

      The foregoing report has been approved by all members of the Committee.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS

PERFORMANCE GRAPH FOR COGNEX CORPORATION

      Set forth below is a line graph comparing the annual percentage change in the cumulative total shareholder return on the Corporation’s Common Stock, based on the market price of the Corporation’s Common Stock, with the total return on companies within the Nasdaq Stock Market-US Companies Index (the “Nasdaq-US Index”) and the Center for Research in Security Prices (“CRSP”) Nasdaq Lab Apparatus & Analytical, Optical, Measuring & Controlling Instrument (SIC 3820-3829 US Companies) Index (the “Nasdaq Lab Apparatus Index”). The performance graph assumes an investment of $100 in each of the Corporation and the two indices, and the reinvestment of any dividends. The historical information set forth below is not necessarily indicative of future performance. Data for the Nasdaq-US Index and the Nasdaq Lab Apparatus Index was provided to the Corporation by CRSP.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS

PERFORMANCE GRAPH FOR COGNEX CORPORATION

Produced on 01/20/2005 including data to 12/31/2004

Notes:

COMPENSATION COMMITTEE INTERLOCKS

AND INSIDER PARTICIPATION

      The members of the Compensation/ Stock Option Committee during fiscal 2004 were Mr. Fishman and Mr. Wasserman. Neither of them has served as an officer or employee of the Corporation or any of its subsidiaries, nor had any other business relationship or affiliation with the Corporation or any of its subsidiaries (other than his service as a Director).

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS

      On June 30, 2000, the Corporation became a Limited Partner in Venrock Associates III L.P. (“Venrock”), a venture capital fund. In the original agreement with Venrock, the Corporation committed to a total investment in the limited partnership of up to $25,000,000, with the commitment period expiring on January 1, 2005. In January 2005, the Company signed an amendment to the original agreement with Venrock, which reduced its commitment to $22,500,000 and extended the commitment period through December 31, 2010. The Corporation does not have the right to withdraw from the partnership prior to December 31, 2010. As of December 31, 2004, the Corporation had contributed $15,875,000 to the limited partnership. Mr. Sun, a Director of the Corporation, is a managing general partner of Venrock Associates. In the opinion of the Board, the Corporation’s relationship with Venrock Associates will not interfere with Mr. Sun’s exercise of independent judgment in carrying out his responsibilities as a Director of the Corporation.

      In May 2001, Mr. Hoffmaster, President and Chief Operating Officer of the Corporation, received a personal, non-interest bearing loan from the Corporation in the principal amount of $200,000 in conjunction with his hiring. The Corporation automatically applies any cash bonus payments (less applicable taxes and deductions) earned by Mr. Hoffmaster to the repayment of the loan balance. The loan must be repaid upon the termination of Mr. Hoffmaster’s employment, unless the Corporation terminates Mr. Hoffmaster’s employment for any reason other than cause, in which case the unpaid balance shall be forgiven. The largest aggregate amount outstanding under the loan during fiscal 2004 was $192,788. The amount outstanding as of February 27, 2005, was $17,725.

EXECUTIVE COMPENSATION

      The following table sets forth the compensation awarded to, earned by or paid to (i) the Corporation’s Chief Executive Officer and (ii) three other executive officers whose total annual salary and bonus exceeded $100,000 for all services rendered in all capacities to the Corporation and its subsidiaries in 2004 (collectively, the “Named Executive Officers”).

Summary Compensation Table

Termination Agreement

      On June 4, 2001, the Corporation and Mr. Hoffmaster entered into a termination agreement, which provides for severance benefits to Mr. Hoffmaster in the event his employment is terminated under certain circumstances. In the event the Corporation terminates Mr. Hoffmaster’s employment for any reason other

than “cause” and not in connection with a change in control, the Corporation will pay Mr. Hoffmaster an aggregate amount, in no event exceeding $240,000, in accordance with a formula that takes into account his remaining non-compete period and any pre-tax gain realized or realizable in connection with his stock options. If, however, (i) within 12 months following a change of control, Mr. Hoffmaster’s employment is terminated by the surviving entity for reasons other than “cause” or (ii) Mr. Hoffmaster voluntarily terminates his employment following a change of control upon the occurrence of certain events, the surviving entity will pay Mr. Hoffmaster an aggregate amount, in no event exceeding $240,000, in accordance with a formula that takes into account the number of months that he was an employee of the Corporation and the surviving entity. In addition, a number of stock options held by Mr. Hoffmaster, which number shall be determined based on his number of full months of employment, will accelerate and become exercisable.

Option Grants in Last Fiscal Year

      The following table provides information on option grants in fiscal 2004 to the Named Executive Officers. Pursuant to applicable regulations of the Commission, the following table also sets forth the hypothetical value which might be realized with respect to such options based on assumed rates of stock appreciation of 5% and 10% compounded annually from date of grant to the end of the option terms.

Aggregated Option Exercises in Last Fiscal Year and 12/31/04 Option Values

      The following table sets forth the aggregated number of options to purchase shares of Common Stock exercised by the Named Executive Officers in 2004 and the value of the Named Executive Officers’ unexercised options at December 31, 2004.

INDEPENDENT AUDITORS

      The Audit Committee of the Board of Directors has not yet appointed independent auditors to examine the consolidated financial statements of the Corporation and its subsidiaries for the fiscal year ended December 31, 2005. Ernst & Young LLP (“Ernst & Young”) served as the Company’s independent auditors for fiscal year 2004. A representative of Ernst & Young 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.

      On June 5, 2003, the Audit Committee unanimously agreed to dismiss PricewaterhouseCoopers LLP (“PWC”) and engage Ernst & Young as the principal independent auditor for the Corporation. The report of PWC on the financial statements of the Corporation for the years ended December 31, 2002 and 2001, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In addition, there were no disagreements with PWC during the Corporation’s fiscal years ended December 31, 2002 and 2001, and the subsequent interim period through June 5, 2003, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PWC, would have caused PWC to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred during the fiscal years ended December 31, 2002 and 2001, or the subsequent interim period through June 5, 2003.

      During the fiscal years ended December 31, 2002 and 2001, and the subsequent interim period through June 5, 2003, the Corporation did not consult with Ernst & Young regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Corporation’s financial statements, and neither a written report was provided to the Corporation nor oral advice provided that Ernst & Young concluded was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

      Representatives of PWC are not expected to be present at the meeting.

Fees

      The aggregate fees charged or expected to be charged by Ernst & Young for services rendered in auditing the Corporation’s annual financial statements for the most recent fiscal year and reviewing the financial statements included in the Corporation’s quarterly reports on Form 10-Q for the most recent fiscal year, as well as the fees charged or expected to be charged by Ernst & Young for other professional services rendered during the most recent fiscal year are as follows:

      Fees for fiscal 2004:

      The aggregate fees charged by Ernst & Young for services rendered in auditing the Corporation’s annual financial statements for 2003 and reviewing the financial statements included in the Corporation’s quarterly reports on Form 10-Q for the second and third quarters of 2003, as well as the fees charged by Ernst & Young for other professional services rendered during the 2003 fiscal year are as follows:

      Fees for fiscal 2003 (for services rendered from June 6, 2003, through December 31, 2003):

Pre-approval Policies

      The Audit Committee pre-approves all auditing services and the terms of such services and non-audit services provided by the Corporation’s independent auditors, but only to the extent that the non-audit services are not prohibited under applicable law and the Audit Committee reasonably determines that the non-audit services do not impair the independence of the independent auditors. The authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision.

      The pre-approval requirement is waived with respect to the provision of non-audit services for the Corporation if (i) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than 5% of the total amount of revenues paid by the Corporation to its independent auditors during the fiscal year in which such non-audit services were provided, (ii) such services were not recognized at the time of the engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee.

      The Audit Committee has considered and determined that the provision of the non-audit services described above is compatible with maintaining the auditor’s independence.

REPORT OF THE AUDIT COMMITTEE

      The following is the report of the Audit Committee with respect to the Corporation’s audited financial statements for the fiscal year ended December 31, 2004.

      The Audit Committee has reviewed and discussed the Corporation’s audited financial statements with management. The Audit Committee has discussed with Ernst & Young LLP, the Corporation’s independent auditors, the matters required to be discussed by Statement of Auditing Standards No. 61, Communication with Audit Committees which provides that certain matters related to the conduct of the audit of the Corporation’s financial statements are to be communicated to the Audit Committee. The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1 relating to the auditor’s independence from the Corporation, has discussed with Ernst & Young LLP their independence from the Corporation, and has considered the compatibility of non-audit services with the auditor’s independence.

      The Audit Committee acts pursuant to the Audit Committee Charter. Each of the members of the Audit Committee qualifies as an “independent” Director under the applicable listing standards of the National Association of Securities Dealers and rules of the Commission.

      Based on the review and discussions referred to above, the Audit Committee recommended to the Corporation’s Board of Directors that the Corporation’s audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

COMPLIANCE WITH SECTION 16(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

      Section 16(a) of the Exchange Act 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 Commission. Officers, Directors and greater than 10% holders of Common Stock are required by the Commission’s regulations to furnish the Corporation with copies of all forms they file with the Commission under Section 16(a).

      Based solely on copies of such forms furnished as provided above, the Corporation believes that during the year ended December 31, 2004, 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

SHAREHOLDER PROPOSALS

      Under regulations adopted by the Commission, any proposal submitted for inclusion in the Corporation’s Proxy Statement relating to the 2006 Annual Meeting of Shareholders must be received at the Corporation’s principal executive offices in Natick, Massachusetts on or before November 16, 2005. Receipt by the Corporation of any such proposal from a qualified shareholder 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 Commission’s requirements regarding shareholder proposals, the Corporation’s By-Laws contain provisions regarding matters to be brought before shareholder meetings. If shareholder proposals, including proposals regarding the election of Directors, are to be considered at the 2006 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 Secretary of the Corporation on or before February 10, 2006. The notice must set forth: (i) information concerning the shareholder, including his or her name and address; (ii) a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present the matter specified in the notice; and (iii) such other information as would be required to be included in a proxy statement soliciting proxies for the presentation of such matter to the meeting. Shareholder proposals with respect to the election of directors must also contain other information set forth in the Corporation’s By-Laws. Proxies solicited by the Board of Directors will confer discretionary voting authority with respect to these proposals subject to the Commission’s rules governing the exercise of this authority.

      It is suggested that any shareholder proposal be submitted by certified mail, return receipt requested.

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.

EXPENSES AND SOLICITATION

      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 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.

FORM 10-K REPORT

      The Corporation will provide each beneficial owner of its securities with a copy of its annual report on Form 10-K, including the financial statements and schedules thereto, required to be filed with the 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 Department of Investor Relations, 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 a properly signed proxy is returned, but not marked as to a particular proposal, the shares represented by such proxy will be voted in favor of the Board of Directors’ recommendations.

Natick, Massachusetts

March 16, 2005

DETACH HERE

(Continued from the other side)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. THIS PROXY WHEN PROPERLY EXECUTED 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 AND IN ACCORDANCE WITH THE PROXIES’ DISCRETION ON SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.

Mark here if you plan to attend the meeting o

PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON

 

DETACH HERE

PROXY

COGNEX CORPORATION

Special Meeting in Lieu of
2005 Annual Meeting of Shareholders
April 21, 2005

The undersigned hereby appoints Robert J. Shillman and Jerald Fishman, and each of them, with full power of substitution, proxies to represent the undersigned at the Special Meeting in Lieu of the 2005 Annual Meeting of Shareholders of COGNEX CORPORATION to be held April 21, 2005 at 10:00 a.m. local time, at the offices of Goodwin Procter LLP, 53 State Street, Boston, Massachusetts, and at any adjournment or postponement 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 common stock, par value $0.002 per share, of COGNEX CORPORATION held of record by the undersigned as of the close of business on March 4, 2005, upon such business as may properly come before the meeting, including the following:

1.	Election of two directors for terms of three years. Nominees: (01) Robert J. Shillman and (02) Jerald Fishman

2.	In their discretion, the proxies are authorized to vote upon any other business which may properly come before the meeting or any adjournments or postponements thereof.

(Continued and to be signed on reverse side)