form8-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 10, 2011

____________________

National Instruments Corporation
(Exact name of registrant as specified in its charter)

Delaware
  
000-25426
  
74-1871327
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

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

(512) 338-9119
(Registrant’s telephone number, including area code)

N/A
(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 (see General Instruction A.2. below):
 
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
 
 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On May 10, 2011, the stockholders of National Instruments Corporation (“NI”) approved an amendment (the “Amendment”) to NI’s 1994 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares.  The Company’s Board of Directors had approved the Amendment on January 21, 2011, subject to stockholder approval.
 
The 1994 Employee Stock Purchase Plan, as amended, is filed as Exhibit 10.1 to this Form 8-K.
 
Item 5.07.    Submission of Matters to a Vote of Security Holders.
 
At the NI annual meeting of stockholders held on May 10, 2011, the stockholders elected each of the following individuals to serve on the Board of Directors for a term of three years, or until his successor is duly elected and qualified.

Proposal 1:  Election of Directors
Votes For
Votes Withheld
Broker Non Votes
Jeffrey L. Kodosky
85,115,017
17,820,870
10,773,386
Dr. Donald M. Carlton
84,926,281
18,009,606
10,773,386
John K. Medica
101,552,284   
   1,383,603
10,773,386
 
 
In addition, the following proposals were voted on and approved at the Annual Meeting.

 
Votes For
Votes Against
Abstentions
Broker-Non Votes
  
Proposal 2: To increase the number of shares reserved under NI’s 1994 Employee Stock Purchase Plan by 3,000,000 shares
102,030,954
830,920
74,013
10,773,386
  
 
Votes For
Votes Against
Abstentions
Broker-Non Votes
  
Proposal 3:  To ratify the appointment of Ernst & Young as NI’s independent registered public accounting firm for the fiscal year ending December 31, 2011
113,417,698
241,628
49,947
0
  
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
  
Proposal 4:  Advisory resolution on executive compensation
101,345,776
1,299,601
290,510
10,773,386
  

 
One
Year
Two
Years
Three
Years
 
Abstentions
Broker Non-Votes
Proposal 5:  Advisory vote on the frequency of future advisory votes on executive compensation
46,854,048
 
2,848,189
53,143,502
90,148
10,773,386

Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, NI has adopted a policy to hold an advisory vote on executive compensation every three years.

 
 
 
 
Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.
  
Description
     
10.1
  
1994 Employee Stock Purchase Plan, as amended.*
 
 
*
 
Incorporated by reference to Exhibit A of the National Instruments Corporation proxy statement dated and filed on March 31, 2011.
 

SIGNATURES

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

   
NATIONAL INSTRUMENTS CORPORATION
     
 
By:
/s/ DAVID G. HUGLEY
  
   
David  G. Hugley
Vice President & General Counsel; Secretary

Date:  May 16, 2011