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 12, 2017 (May 9, 2017)
____________________
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))
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Changes in the Board of Directors
Immediately prior to the annual meeting of stockholders held on May 9, 2017 (the "Annual Meeting"), Alexander Davern resigned as a Class I director so that he could stand for election as a member of the Board of Directors (the "Board") of National Instruments Corporation ("NI") serving in Class II.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders elected each of the following individuals to serve on the Board 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 | 104,570,614 | 8,433,157 | 11,504,047 |
| Michael E. McGrath | 111,290,716 | 1,713,055 | 11,504,047 |
| Alexander M. Davern | 111,337,955 | 1,665,816 | 11,504,047 |
In addition, the following proposals were voted on 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 | 112,708,656 | 207,278 | 87,837 | 11,504,047 |
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Proposal 3: To ratify the appointment of Ernst & Young LLP as NI's independent registered public accounting firm for the fiscal year ending December 31, 2017 | 123,468,540 | 906,181 | 133,097 | 0 |
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Proposal 4: Advisory (non-binding) proposal on executive compensation | 112,332,261 | 282,896 | 388,614 | 11,504,047 |
| | 3 Years | 2 Years | 1 Year | Abstentions |
| Proposal 5: Advisory (non-binding) proposal on frequency of Stockholder Vote on Executive Compensation | 41,606,292 | 139,917 | 70,816,943 | 440,619 |
The Board decided to hold an advisory (non-binding) vote on executive compensation every year.
| 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 B of the National Instruments Corporation proxy statement dated and filed on March 30, 2017. |
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 12, 2017
