National Instruments (NATI)

Filed: 14 May 21, 4:31pm

Washington, D.C. 20549


Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 14, 2021 (May 11, 2021)

National Instruments Corporation
(Exact Name of Registrant as Specified in Its Charter)

(Commission File Number)

(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification No.)

11500 North MoPac Expressway
Austin, Texas 78759
(Address of principal executive offices, including zip code)

(512) 683-0100
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class 
 Name of each exchange on which registered
Common Stock, $0.01 par value


The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07Submission of Matters to a Vote of Security Holders.

On May 11, 2021, the stockholders of National Instruments Corporation (the “Company”) elected the three directors noted below under Proposal 1: Election of Directors, and approved the matters listed below under Proposals 2 and 3 at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”).  The final results for the votes regarding each proposal are set forth in the following tables. Each of the proposals is described in detail in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 29, 2021. 

Proposal 1:  Election of Directors. The stockholders elected each of the following individuals to serve on the Board of Directors of the Company for a term of three years, or until her or his successor is duly elected and qualified:

 Votes ForVotes WithheldBroker Non-Votes
Gayla J. Delly85,996,43024,276,10114,517,880
Gerhard P. Fettweis88,108,16022,164,37114,517,880
Duy-Loan T. Le84,344,18125,928,35014,517,880

Proposal 2:  Approve an advisory (non-binding) proposal concerning our executive compensation program.

Votes ForVotes AgainstAbstentionsBroker Non-Votes

Proposal 3:  Ratify the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending on December 31, 2021.

 Votes ForVotes AgainstAbstentions

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.
104Cover Page Interactive Data File (embedded within the Inline XBRL document) 


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 hereunto duly authorized.

 By:/s/ R. Eddie Dixon, Jr. 
Name:  R. Eddie Dixon, Jr.
Title:  Chief Legal Officer, Senior Vice President and Secretary

Date:  May 14, 2021