The Board of Directors (the “Board”) of National Instruments Corporation, a Delaware corporation (“NI” or the “Company”), has made proxy materials available to you on the Internetinternet or, upon your request, has delivered printed versions of proxy materials to you by mail, in connection with the Board’s solicitation of proxies for use at NI’s 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 5, 2020,10, 2022, at 9:00 AM, Central Daylight Time, or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. Due to the public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, please note that theThe Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/NATI2020.NATI2022.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), NI is furnishing proxy materials to NI’s stockholders on the Internet,internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet.internet. If you received a noticeNotice of internet availabilityInternet Availability of proxy materialsProxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We anticipate that the Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about March 24, 2020.28, 2022.

NI's corporate offices are located at 11500 North Mopac Expressway, Austin, Texas 78759. NI’s general corporate telephone number is (512) 683-0100.

Some brokers and other nominee record holders may be participating in the practice of “householding” Noticesnotices of Internet Availabilityinternet availability of Proxy Materials,proxy materials, proxy statements and annual reports. This means that, unless NI has received instructions to the contrary, only one copy of the Notice of Internet Availability of Proxy Materials may have been sent to multiple stockholders living in the same household. We will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials to any stockholder who contacts our investor relations department at 11500 North Mopac Expressway, Austin, Texas 78759-3504,78759, (512) 683-5215, requesting such copies. If stockholders living in the same household are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or the printed versions of such other proxy materials and would like to receive a single copy of these documents in the future, the stockholders should contact their broker, other nominee record holder, or our investor relations department to request mailing of a single copy of any of these documents.

Stockholders of record at the close of business on March 6, 202014, 2022 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 130,758,784132,038,488 shares of NI’s common stock, $0.01 par value, were issued and outstanding.

Every stockholder of record on the Record Date is entitled, for each share held, to one vote on each proposal that comes before the Annual Meeting. In the election of directors in Proposal One, each stockholder will be entitled to vote for twothree nominees and the twothree nominees with the greatest number of votes will be elected. However, pursuant to the terms of our Corporate Governance Guidelines, any nominee for director in an uncontested election who receives a greater number of “withhold” votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation following certification of the stockholder vote. See “Proposal One: Election of Directors—Vote Required; Recommendation of the Board of Directors” for additional information on these guidelines.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote on the Internet,internet, by telephone or, if you received a paper copy of the proxy materials, by completing, signing and mailing the proxy card enclosed therewith in the postage-prepaid envelope provided for that purpose. Voting over the Internet,internet, by telephone or by written proxy will ensure your representation at the Annual Meeting, if you do not attend and vote via live webcast. For specific instructions on how to vote your shares, please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or the proxy card if you received a paper copy of the proxy materials.

The cost of this solicitation will be borne by NI. NI may reimburse expenses incurred by brokerage firms and other persons representing beneficial owners of shares in forwarding solicitation materials to beneficial owners. Proxies may be solicited by certain of NI’s directors, officers and other employees, without additional compensation, personally, by telephone or by email.

Abstentions will be counted for purposes of determining (i) the presence or absence of a quorum for the transaction of business and (ii) for purposes of determining the number of outstanding shares entitled to vote and voted, in personat the meeting (electronically) or by proxy. Thus, abstentions will have the same effect as a vote against Proposals Two, Three, Four and Four.Five. There is no voting option to abstain with respect to Proposal One.

A broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (such as the ratification of our independent registered public accounting firm in Proposal Three)Five), or if you provide instructions on how to vote by following the instructions provided to you by your broker.

So long as a broker has discretion to vote on at least one item presented at the meeting, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. On other proposals for which the broker has expressly not voted, broker non-votes will not be counted: (i) as votes cast with respect to Proposal One, or (ii) for purposes of determining the number of outstanding shares entitled to vote, that are present in personat the meeting (electronically) or by proxy, with respect to proposalsProposal Two, and Four, and (ii) as votes cast with respect to Proposal One.Three or Four. Accordingly, broker nonvotes will have no effect on the outcome of the voting on ProposalsProposal One, Two, andThree or Four. There shouldwill be no broker non-votes with respect to Proposal Three.Five.

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. NI will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Proxies given pursuant to this solicitation may be revoked at any time before they have been used. You may change or revoke your proxy by entering a new vote by Internetinternet or by telephone or by delivering a written notice of revocation to the Secretary of NI or by completing a new proxy card bearing a later date (which automatically revokes the earlier proxy instructions). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote in person at the Annual Meeting.

Stockholders of NI may submit proper proposals for inclusion in NI’s Proxy Statementour proxy statement and for consideration at the annual meeting of stockholders to be held in 20212023 by submitting their proposals in writing to the Secretary of NI in a timely manner. In order to be considered for inclusion in NI’s proxy materials for the annual meeting of stockholders to be held in 2021,2023, stockholder proposals must be received by the Secretary of NI no later than November 24, 2020,28, 2022 and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under NI’s amended bylaws (the “Bylaws”), a stockholder (or a group of not more than 20 stockholders) that has held at least 3% of NI’s outstanding common stock continuously for at least three years, may nominate and include in our proxy materials for our 20212023 annual meeting, director nominees constituting up to the greater of (i) 20% of the number of personsdirectors serving on the Board oras of November 28, 2022 and (ii) two directors, provided that such nominees do not exceed half of the directors to be elected at an annual meeting and that the requirements set forth in the Bylaws are satisfied. To utilize such “proxy access” nomination process, among other things, the electing stockholder(s) and proposed nominee(s) must comply with the detailed requirements set forth in the Bylaws, including the provision of the proposing stockholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law. One such requirement is that the nomination(s) must be received in a timely manner between 120 days and 150 days prior to the first anniversary of the date our proxy statement was first sent to stockholders in connection with the last annual meeting, which for our proxy materials for the 20212023 annual meeting would be no earlier than October 25, 202029, 2022 and no later than November 24, 2020.28, 2022.

The Bylaws establish an advance notice procedure with regard to business to be brought before an annual meeting, including stockholder proposals not included in NI’s Proxy Statement.proxy statement. Except as provided above, for director nominations or other business to be properly brought before NI’s 20212023 annual meeting by a stockholder, such stockholder must deliver written notice to the Secretary of NI at NI’s principal executive office no later than January 23, 202127, 2023 and no earlier than December 24, 2020.28, 2022. If the date of NI’s 20212023 annual meeting is advanced or delayed by more than 30 calendar days from the first anniversary date of the 2020this Annual Meeting, a stockholder’s notice of a proposal will be timely if it is received by NI by the close of business on the later of (i) the 90th day prior to the 20212023 annual meeting and (ii) the 10th day following the day NI first publicly announces the date of the 20212023 annual meeting.

The proxy grants the proxy holders discretionary authority to vote on any matter raised at the Annual Meeting.an annual meeting of stockholders. If a stockholder fails to comply with the foregoing notice provisions, proxy holders will be allowed to use their discretionary voting authority on such matter should the stockholder proposal come before the 20212023 annual meeting.

The description of certain provisions of the Bylaws above is intended as a summary and is qualified in its entirety by reference to the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. A copy of the full text of the Bylaw provisions governing the notice requirements set forth above may be obtained by writing to the Secretary of NI. All notices of proposals and director nominations by stockholders should be sent to National Instruments Corporation, 11500 North Mopac Expressway, Building C, Austin, Texas 78759, Attention: Corporate Secretary.

NI’s Board of Directors is divided into three classes, with the term of the office of one class expiring each year. The authorized number of directors which constitutes the entire Board of Directors is currently ten,eight, with three directors in Class I, threetwo directors in Class II, and fourthree directors in Class III. The authorized number of directors on our Board was reduced from nine members to eight members during 2021, after Mr. Charles J. Roesslein’s retirement.

The terms of office of Class II directors Mr. Michael E. McGrath Mr. Alexander M. Davern, and Mr. Jeffrey L. Kodosky will expire at the 2020 annual meeting. On January 29, 2020, Mr. Kodosky informed the Board that he would not stand for re-election as a Class II director at the Annual Meeting. There was no disagreement or dispute between Mr. Kodosky and NI that led to his decision not to stand for re-election. Mr. Kodosky continues to hold the position within NI of Business and Technology Fellow and provides NI with direction and development for LabVIEW and other software technologies.

Under the listing requirements of the Nasdaq Stock Market (“Nasdaq”), a majority of the Board of Directors must be comprised of independent directors. The Board of Directors has determined that each of Mr. Cashman, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, and Mr. McGrath andis (and, prior to his retirement in May 2021, Mr. Roesslein iswas) independent under applicable Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.Act.

Directors shall be elected by a plurality of the votes. Each stockholder will be entitled to vote for twothree nominees and the twothree nominees receiving the greatest number of affirmative votes of the shares present in personat the meeting (electronically) or represented by proxy at the Annual Meeting, and entitled to vote in the election of directors, shall be elected to the Board of Directors.Board. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum. Cumulative voting is not permitted by NI’s Certificate of Incorporation.

UnderPursuant to NI’s Corporate Governance Guidelines, any nominee for director in an uncontested election (i.e., an election where the only nominees are those recommended by the Board) who receives a greater number of “withhold” votes “withheld” from his or her election than votes “for” such election, shall promptly tender his or her resignation following certification of the stockholder vote. In such event, the Nomination and& Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the “withheld”“withhold” votes. In making this recommendation, the Nomination and& Governance Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders “withheld”withheld votes for election from such director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to NI, whether by accepting such resignation NI will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation is in the best interests of NI and its stockholders.

The Board will promptly act on the Nomination and& Governance Committee’s recommendation no later than 90 days following its receipt of such recommendation. In considering the Nomination and& Governance Committee’s recommendation, the Board will consider the factors considered by the Nomination and& Governance Committee and such additional information and factors the Board believes to be relevant.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for NI’s nominees named below. If any nominee of NI is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy. It is not currently expected that any nominee will be unable or will decline to serve as a director.

The Nomination and& Governance Committee, consisting solely of independent directors as determined under applicable Nasdaq listing standards, recommended the twothree individuals set forth in the table below for nomination by our full Board of Directors.Board. Based on such recommendation, our Board of Directors nominated such directors for election at the Annual Meeting. The Board of Directors has determined that Mr. MichaelJames E. McGrath isCashman, III and Mr. Liam K. Griffin are each independent under applicable Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.Act. The following sets forth information concerning the nominees for election as directors at the Annual Meeting, including information as to each nominee’s age as of the Record Date, current principal occupation and business experience.