National Instruments Corporation (NASDAQ:NATI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2019, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of National Instruments Corporation (the “Company”) to the authority delegated to it by the Board under the Committee’s charter, approved the following compensation arrangements for the Company’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission (collectively, the “Executive Officers”)).

The Committee approved annual base salaries and target bonus levels under the Company’s Annual Incentive Program for each of the Executive Officers set forth in the table below, to be effective from January 1, 2019.

The Committee recently completed a review of the Company’s equity-based incentive compensation program for executives utilizing the services of an independent compensation consultant. As a result of this review, the Committee approved equity awards for the Company’s Executive Officers consisting of a combination of service-based restricted stock units (“RSUs”), which will vest over time, and performance-based restricted stock units (“PRSUs”) that will vest based on the Company’s achievement of long-term performance goals. The RSUs are scheduled to vest in three equal annual installments, with the first installment vesting on May 1, 2020, and the PRSUs are scheduled to vest, if at all, based on relative total shareholder return, in each case subject to the Executive Officer’s continuous service through each vesting date. Under the terms of the award agreement governing the PRSUs, the number of underlying shares of the Company’s common stock that the Executive Officer is ultimately entitled to receive at the time of vesting ranges from 0% to 200% of the target number of PRSUs granted, subject to how the Company’s total shareholder return ranks in comparison to companies that comprise the Russell 2000 Index over a performance period consisting of the three years ended December 31, 2021. The grants for each of the Executive Officers are set forth in the table below:

*This is the target. The number of PSRUs that vest will be from 0% to 200% depending on the Company’s relative total shareholder return.

The RSUs and PRSUs described above were granted under the Company’s 2015 Equity Incentive Plan and to a form of Restricted Stock Unit Award Agreement (Time-Based and Performance-Based) approved by the Committee. The foregoing description of the RSUs, PRSUs and such award agreement are qualified in their entirety by reference to the form of such agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

The cash and equity compensation for the Company’s Chief Executive Officer is expected to be adjusted at a subsequent meeting of the Board.

Upon the recommendation of its Nomination and Governance Committee, the Board approved the amendment and restatement of the Company’s bylaws (“Bylaws”) effective as of January 23, 2019 to (i) add a new Section 2.13 to implement proxy access that will, beginning with the Company’s annual meeting to be held in 2020, permit a stockholder, or a group of not more than 20 stockholders, owning 3% or more of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of 20% of the Board or two directors, provided that such nominees do not exceed half of the directors to be elected at an annual meeting and the requirements set forth in the Bylaws are satisfied; (ii) revise Article Six to more clearly define the roles of the chief executive officer and the president to reflect that such offices are no longer held by the same person; and (iii) make certain other clarifying and conforming changes.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits

(d) Exhibits.

NATIONAL INSTRUMENTS CORP Exhibit
EX-3.1 2 ex3-1.htm AMENDED AND RESTATED BYLAWS AMENDED AND RESTATED BY-LAWS (as of January 23,…
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About National Instruments Corporation (NASDAQ:NATI)

National Instruments Corporation (NI) designs, manufactures and sells systems to engineers and scientists. The Company offers graphical system design approach to engineering, which provides an integrated software and hardware platform for measurement and control systems. Its products include reusable hardware and software modules. The Company offers a range of measurement, automation and control products. It offers products, technology and services, which include system design software, programming tools, application software, modular hardware products and related driver software, production test systems, NI education platform, software products for teaching and hardware products for teaching. It also offers NI Services, including hardware services and maintenance, software maintenance services, and training and certification. Its products are used across various industries in a range of applications, including research and development, simulation and modeling and product design.