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 20202023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 5, 2020,9, 2023, 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.‌NATI2023.

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, 2020.27, 2023.

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, 202013, 2023 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 130,758,784131,496,338 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 two nominees and the two 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.

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.proxy, and (iii) for purposes of determining the number of shares issued and outstanding and entitled to vote. Thus, abstentions will have the same effect as a vote against Proposals Two, Three, and Four. 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)Four), 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 proposalsProposals Two and Four, and (ii) as votes cast with respect to Proposal One.Three. Accordingly, broker nonvotesnon-votes will have no effect on the outcome of the voting on ProposalsProposal One, Two and Four.or Three. There shouldwill be no broker non-votes with respect to Proposal Three.Four.

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 20212024 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, 2020,27, 2023 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 and restated 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 20212024 annual meeting, director nominees constituting up to the greater of (i) 20% of the number of personsdirectors serving on the Board oras of November 27, 2023 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 20212024 annual meeting would be no earlier than October 25, 202028, 2023 and no later than November 24, 2020.27, 2023.

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 20212024 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, 202126, 2024 and no earlier than December 24, 2020.27, 2023. If the date of NI’s 20212024 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 20212024 annual meeting and (ii) the 10th day following the day NI first publicly announces the date of the 20212024 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 20212024 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 terms of office of our Class II directors will expire at the Annual Meeting and include Mr. Michael E. McGrath and Mr. Alexander M. Davern, and Mr. Jeffrey L. Kodosky will expire at the 2020 annual meeting. On January 29, 2020, Mr. Kodosky informed theDavern. Our 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.

The terms of office of Class III directors Ms. Gayla J. Delly, Dr. Gerhard P. Fettweis, and Ms. Duy-Loan T. Le and Mr. Charles J. Roesslein will expire at the 20212024 annual meeting. The terms of office of our Class I directors Mr. James E. Cashman, III, Mr. Liam K. Griffin, and Mr. Eric H. Starkloff will expire at the 20222025 annual meeting.

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, Mr. McGrath, and Mr. RoessleinMcGrath is independent under applicable Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.standards.

Directors shall be elected by a plurality of the votes. Each stockholder will be entitled to vote for two nominees and the two 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 two 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. Michael E. McGrath is 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.

The following sets forth information concerning the other directors whose terms of office continue after the Annual Meeting, including information as to each director’s age as of the Record Date, current principal occupation and business experience.

The following table sets forth the beneficial ownership of NI’s common stock as of the Record DateMarch 13, 2023 (the “Table Date”), unless otherwise indicated, by (i) by all personseach person known to NI, based solely on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act, to be the beneficial ownersowner of more than 5% of NI’s common stock, (ii) by each of the named executive officersNamed Executive Officers as defined and set forth in the Summary Compensation Table under “Executive Compensation,” (iii) by each director and director nominee, and (iv) by all current directors and executive officersExecutive Officers as a group:

The Compensation Committee’s charter contains provisions providing for the delegation of its duties to the Committee Chaircommittee chair or any subcommittees when appropriate. The Compensation Committee’s charter also permits the delegation of authority to executive officersone or more Executive Officers to make equity grants to employees or consultants who are not directors or executive officers. The Compensation Committee did not delegate any of its authority in 2019.Executive Officers.

For a discussion of NI’sthe Compensation Committee’s utilization of compensation consultants, see “Executive Compensation—Compensation Discussion and Analysis.”

The members of the Compensation Committee are set forth in the “Corporate Governance—Governance — Compensation Committee” section of this Proxy Statement and do not include any NI executive officers.current or former Executive Officers. During 2019,2022, no NI executive officerExecutive Officer served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on NI’sour Compensation Committee. During 2019,2022, no NI executive officerExecutive Officer served on the compensation committee (or equivalent) of another entity whose executive officer(s) served as a member of the NI Board of Directors.our Board.

NI had no related party transactions requiring disclosure under applicable SEC rules for the year ended December 31, 20192022 and has no such related party transaction currently proposed.

Pursuant to its written charter, the Audit Committee is responsible for reviewing NI’sour policies relating to the avoidance of conflicts of interests and past or proposed transactions between NI, members of theour Board, of Directors of NI, and management. NI considersWe consider “related person transactions” to mean all transactions involving a “related person,” which under SEC rules means an executive officer,Executive Officer, director or a holder of more than five percent of NI’sour common stock, including any of their immediate family members and any entity owned or controlled by such persons. The Audit Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction in its discretion.

In any transaction involving a related person, NI’sour Audit Committee would consider the available material facts and circumstances of the transaction, including: the direct and indirect interests of the related person; the risks, costs and benefits of the transaction to NI; whether any alternative transactions or sources for comparable services or products are available; and, in the event the related person is a director (or immediate family member of a director or an entity with which a director is affiliated), the impact that the transaction will have on such director’s independence.

After considering such facts and circumstances, NI’sour Audit Committee determines whether approval, ratification or rescission of the related person transaction is in NI’sour best interests. NI’sOur Audit Committee believes that all employees and directors should be free from conflicting interests and influences of such nature and importance as would make it difficult to meet their applicable fiduciary duties and loyalty to NI and reviews all related party transactions against the foregoing standard.

NI’sOur written policies and procedures for review, approval or ratification of transactions that pose a conflict of interest, including related person transactions, are set forth in itsour Code of Ethics, which contains, among other policies, a conflicts of interest policy for all employees, including NI’s executives,our Executive Officers, and a conflicts of interest policy for non-employee directors.

Under NI’sour written conflicts of interest policy applicable to all employees, including NI’s executives, every employee isour Executive Officers, our employees are required to reportdisclose to NI’s CEOour legal department any information regarding the existencerelationship, association, activity, or likely developmentother circumstance or situation that could create a conflict of conflictsinterest. In addition, employees, including our Executive Officers, are required to disclose to our legal department enumerated facts related to certain (1) financial interests held in entities that do business with or compete against NI; (2) outside services provided to persons or entities that do business with or compete against NI; (3) participation in a decision on behalf of interest involving themselvesNI that relates to business with a family member or others withinclose personal relation; and (4) loans offered by or accepted from persons or entities that do business with or compete against NI. While NI provideswe provide examples of potential conflicts of interest, such as investments in enterprises that do business with NI, compensation for services to any person or firm which does business with NI, or gifts and loans and entertainment from any person or firm having current or prospective dealings with NI, the policy applicable to employees expressly states that the examples provided are illustrative only and that each employee should report any other circumstance which could be construed to interfere actually or potentially with loyalty to NI. Transactions involving potentialPotential conflicts of interests disclosed pursuant to the conflicts of interest policy for employees are reviewed first by NI’s CEO, who makesthe legal department and then resolved with the assistance of legal counsel, as appropriate. Resolutions of these disclosures by our Executive Officers require the approval of the Audit Committee, except that our President and Chief Executive Officer and Chief Legal Officer can (x) approve a determination as“no conflict” resolution when the situation is not mandatory to whether there exists any conflict of interest or relationship which violates NI’s policiesdisclose and the appropriate actions to take with respect to such relationship. NI’s General Counsel(y) reject a disclosure. Our Chief Legal Officer reports to the Audit Committee the conflict of interest reports receivedany disclosures by our Executive Officers that are resolved by our President and acted upon by the CEO. In the event a report was received concerning a potential conflict of the CEO or a member of the Board of Directors, the Audit Committee would review such matter.Chief Executive Officer and Chief Legal Officer.

The Board, of Directors, upon the recommendation of the Nomination and& Governance Committee, sets non-employee director compensation with the goal of retaining NI’s directorsmembers of our Board and attracting qualified persons to serve as directors.members of our Board. In developing its recommendations, the Nomination and& Governance Committee consults with Compensia, an independent national compensation consulting firm engaged by our Nomination & Governance Committee, to advise on compensation matters. The Nomination & Governance Committee considers director compensation at comparable publicly-tradedpublicly traded companies and aims to structure director compensation in a manner that is transparent and easy for stockholders to understand.

The compensation of non-employee directorsmembers of the Board for the fiscal year ended December 31, 20192022 is set forth in the table below.

The Board, in its discretion, may pay an overnight meeting fee or special meeting fee for extended meetings, not to exceed $2,000 per day. An NI employee director doesEmployee members of our Board do not receive any additional compensation for service as a director.member of our Board.

Non-employee directorsmembers of our Board are reimbursed for travel and other out-of-pocket expenses connected to Board service.service as a member of our Board.

Under NI’s applicable equity incentive plan, non-employee directorsNon-employee members of our Board are eligible to receive RSU grants. Specifically, beginningsingle annual grants of RSUs under our equity incentive plans in 2019,amounts determined by the Nomination & Governance Committee. On April 20, 2022, each non-employee director receivesmember of our Board received an annual grant of RSUs equal to $175,000 divided by$199,516 (based on the 30-trading day average of the closing price of NI’sour common stock ending on the day immediately preceding the date of grant,grant) with a one-year vesting schedule, and new non-employee directors are eligible for a one-time grant of RSUs equal to $175,000 divided by the closing price of NI’s common stock on the day immediately preceding the date of grant, with a three-year vesting schedule in equal annual installments to be granted at the same time as the new non-employee director's first annual RSU grant. Under the 2015 Incentive Plan, in 2019,vesting. Mr. Roesslein,Cashman, Mr. Davern, Ms. Le, Mr. McGrath,Delly, Dr. Fettweis, Mr. Cashman,Griffin, Ms. Le, and Mr. GriffinMcGrath were each granted 3,699 RSUs.5,037 RSUs as part of the 2022 Director Grants under our 2020 Incentive Plan. The grant date fair value of each RSU grant2022 Director Grant was based on the April 23, 2019 closing price of $47.32our common stock on April 19, 2022 of $39.61 per share andshare. The 2022 Director Grants vest on May 1, 2020. In connection with their initial appointments to the Board, on April 24, 2019, Mr. Cashman and Mr. Griffin were each granted an additional 3,699 RSUs based on NI’s closing stock price of $47.32 per share on April 23, 2019. The RSUs granted to Mr. Cashman and Mr. Griffin vest over a three-year period with 1/3rd of the RSUs vesting on May 1 of each year. Such grants had the same grant date fair value as the 2019 Director Grants.2023.

The following table sets forth information concerning the persons currently serving as executive officersExecutive Officers of NI, including information as to each executive officer’sExecutive Officer’s current age, position with NI, and business experience. Executive officersOfficers of NI serve at the discretion of the Board.

See “Proposal One: Election“Incumbent Directors Whose Terms of Directors”Office Continue After the Meeting” for additional information with respect to Mr. Starkloff.

This Compensation Discussion and Analysis provides information regarding the 20192022 compensation program for our principal executive officer, our principal financial officer, and the three executive officersExecutive Officers (other than our principal executive officer and principal financial officer) at fiscal year-endthe end of 2022, who were our most highly-compensated executive officers (ourhighly compensated Executive Officers (collectively, our “Named Executive Officers” or “NEOs”). The following discussion and analysis should be read in conjunction with the compensation tables contained elsewhere inof this Proxy Statement. For 2019,2022, our Named Executive Officers were:

This Compensation Discussion and Analysis describesoutlines the material elements of our 2022 executive compensation program during 2019. It alsoprograms, provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes howpractices, and why the Compensation Committee arrived at thedescribes specific compensation decisions made during 2022 by our Compensation Committee for our Named Executive Officers, in 2019 and discussesincluding the key factors that the Compensation Committee considered in determining theirour Named Executive Officers’ compensation.

NI was formed over 40 years ago onMs. Rapp resigned as our Executive Vice President and Chief Financial Officer in January 2023 and transitioned to a strategic advisor role to ensure an idea of connecting engineers through software. Our founders created technology to connect instruments to computersorderly transition. In connection with Ms. Rapp’s resignation, we entered into an Offer Letter for Continuing Employment with Ms. Rapp dated December 12, 2022 (the “Rapp Offer Letter”), which superseded and replaced Ms. Rapp’s existing Executive Employment Agreement with the Company. Ms. Rapp did not receive any severance payments or benefits in order to accelerate the testing and measurement of innovative technology, and this was the seed of a philosophy of accelerating innovation that continues to be a driving force of our culture, our business, and our operations today. We strive to enable customers around the world to do their most ambitious work while meeting fast-moving market demands. We provide the integration of modular hardware and open, flexible software systems, to consistently support organizations’ evolving test and measurement needs. Our hope is that in 100 years’ time, future generations will continue to benefit from the results of the innovation we make possible today.

Daniel Berenbaum commenced serving as our Executive Vice President, Chief Financial Officer, and Treasurer in January 2023, pursuant to an Executive Employment Agreement with the success ofCompany dated December 14, 2022 (the “Berenbaum Executive Employment Agreement”).

We experienced strong demand for our customers, employees, community,products throughout 2022 and stockholders.continued to focus on driving efficiencies across our business. Despite some disruptions from global supply chain constraints, we were able to achieve record revenue and the highest non-GAAP operating income in more than 20 years.

At our 2022 Annual Meeting of Stockholders, approximately 91% of the votes present and Introduction of Performance-Based Restricted Stock Unit Awards

During 2022, the Compensation Committee made no material changes to the structure of the total direct compensation paid to our 2018Named Executive Officers. See the Introduction to this Proxy Statement for additional information about our stockholder engagement efforts.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals of driving revenue and profitable growth for the Company, given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices: