Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The annual meeting of stockholders of National Instruments Corporation (the "Company") was held on May 10, 2022 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the 2022 Equity Incentive Plan (the "2022 Plan"). The 2022 Plan previously had been recommended for approval by the Compensation Committee of the Board of Directors of the Company (the "Board"), and approved, subject to stockholder approval, by the Board. The 2022 Plan permits the granting of restricted stock and restricted stock units. Employees, directors and consultants of the Company and its subsidiaries are eligible to participate in the 2022 Plan. The 2022 Plan share reserve includes 4,500,000 shares of the Company's common stock, $0.01 par value, plus (i) the number of shares which have been reserved but not issued under the 2020 Equity Incentive Plan, the 2015 Equity Incentive Plan, the 2010 Equity Incentive Plan and the 2005 Equity Incentive Plan as of May 10, 2022, and (ii) any shares returned to the 2020 Equity Incentive Plan, the 2015 Equity Incentive Plan, the 2010 Equity Incentive Plan or the 2005 Equity Incentive Plan, as a result of the expiration or termination of awards, or the forfeiture or repurchase of the underlying shares, after May 10, 2022. The foregoing description of the 2022 Plan is qualified in its entirety by the text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Grants under the 2022 Plan may be evidenced by entry into a Restricted Stock Unit Award Agreement (Non-Employee Director), Restricted Stock Unit Award Agreement (Employee - Performance-Based Vesting Award), or Restricted Stock Unit Award Agreement (Employee - Time-Based Vesting Award), forms of which are filed as Exhibits 10.2, 10.3, and 10.4, hereto and incorporated herein by reference.

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

At the Annual Meeting held on May 10, 2022, the Company's stockholders voted on the following five proposals and cast their votes as described below.

1. The Company's 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.



                       Votes For   Votes Withheld Broker Non-Votes

James E. Cashman, III


                        84,356,298   28,526,636      11,218,351
Liam K. Griffin
                        85,577,706   27,305,228      11,218,351
Eric H. Starkloff
                      111,430,653     1,452,281      11,218,351

2. The Company's stockholders approved the proposal to increase the number of

shares reserved under the National Instruments Corporation 1994 Employee Stock

Purchase Plan by 3,000,000 shares.

Votes For Votes Against Abstentions Broker Non-Votes

112,226,687 358,836 297,411 11,218,351

3. The Company's stockholders approved the 2022 Plan.

Votes For Votes Against Abstentions Broker Non-Votes

108,950,958 3,767,914 164,062 11,218,351

4. The Company's stockholders approved, on an advisory (non-binding) basis, the

Company's executive compensation program.

Votes For Votes Against Abstentions Broker Non-Votes

102,424,400 10,197,212 261,322 11,218,351

5. The Company's stockholders ratified the appointment of Ernst & Young, LLP as

the Company's independent registered public accounting firm for the fiscal

year ending on December 31, 2022.

Votes For Votes Against Abstentions

119,729,588 4,316,406 55,291

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits.

Exhibit No.   Description
   10.1         National Instruments Corporation 2022 Equity Incentive Plan
   10.2         2022 Form of Restricted Stock Unit Award Agreement (Non-Employee
              Director Award)
   10.3         2022 Form of Restricted Stock Unit Award Agreement (Employee -
              Performance-Based Vesting Award)
   10.4         2022 Form of Restricted Stock Unit Award (Employee - Time-Based
              Vesting Award)
   104        Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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