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 8, 2012

____________________

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 5.07.       Submission of Matters to a Vote of Security Holders.
 
At the NI annual meeting of stockholders held on May 8, 2012, 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
Duy-Loan T. Le
102,143,433
2,050,796
12,128,619
Charles J. Roesslein
101,669,334
2,524,895
12,128,619
 
In addition, the following proposal was voted on and approved at the Annual Meeting.

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
Proposal 2:  To ratify the appointment of Ernst & Young as NI’s independent registered public accounting firm for the fiscal year ending December 31, 2012
116,002,556
282,134
38,158
0
 


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 11, 2012