UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
National Instruments Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
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| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 14, 2013
— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement 2. Form 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow
How to Request and Receive a PAPER or E-MAIL Copy:
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2013 to facilitate timely delivery.
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— How To Vote — Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Internal Use Only
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(located on the following page) and visit: www.proxyvote.com.
| Voting items |
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| The Board of Directors recommends you vote FOR the following: |
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| 1. |
Election of Directors |
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| Nominees | ||||||
| 01 | James J. Truchard 02 John M. Berra | |||||
| The Board of Directors recommends you vote FOR the following proposals: | ||||||
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2. |
To approve an amendment of NI’s Certificate of Incorporation to increase the authorized number of shares of Common Stock by 180,000,000. |
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| 3. | To ratify the appointment of Ernst & Young as NI’s independent registered public accounting firm for the fiscal year ending December 31, 2013. | |||||
| 4. | To transact such other business as may properly come before the meeting or any adjournment thereof. | |||||
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||||
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Broadridge Internal Use Only | ||
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| Reserved for Broadridge Internal Control Information |
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| NAME |
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| THE COMPANY NAME INC. - COMMON |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - CLASS A |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - CLASS B |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - CLASS C |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - CLASS D |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - CLASS E |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - CLASS F |
123,456,789,012.12345 | |||
| THE COMPANY NAME INC. - 401 K |
123,456,789,012.12345 | |||
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Broadridge Internal Use Only
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| THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE |
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| # of # Sequence # |