8-K

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 14, 2013

____________________

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 5.03.                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2013, National Instruments Corporation (“NI”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment of NI’s Certificate of Incorporation (the “Certificate of Amendment”) to increase the total number of shares of Common Stock that NI is authorized to issue by 180,000,000 shares of Common Stock, to a total of 360,000,000 shares of Common Stock.  A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

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

At the NI annual meeting of stockholders held on May 14, 2013, 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
James J. Truchard	105,189,320	2,637,620	10,813,687
John M. Berra	105,357,643	2,469,297	10,813,687

In addition, the following proposals were voted on and approved at the Annual Meeting.

	Votes For	Votes Against	Abstentions	Broker Non-Votes
Proposal 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 shares	108,020,242	10,571,086	49,299	0
	Votes For	Votes Against	Abstentions	Broker Non-Votes
Proposal 3:  To ratify the appointment of Ernst & Young as NI’s independent registered public accounting firm for the fiscal year ending December 31, 2013	106,776,147	11,824,752	39,728	0

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

ExhibitNo.	Description
3.1	Certificate of Amendment to Certificate of Incorporation.

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 17, 2013

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

NATIONAL INSTRUMENTS CORPORATION

 National Instruments Corporation, a corporation organized and existing under the laws of the State of Delaware, does hereby certify:

 1.The name of this corporation is National Instruments Corporation.

 2.The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on May 3, 1994. A Certificate of Amendment of Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 19, 1998.

 3.Pursuant to Section 242 of the General Corporate Law of the State of Delaware (the “DGCL”), this Certificate of Amendment of Certificate of Incorporation amends the first paragraph of Article FOURTH of the Certificate of Incorporation of this corporation to read in its entirety as follows:

“Fourth: The total number of shares of stock which the Corporation shall have authority to issue is three-hundred and sixty-five million (365,000,000) shares of capital stock, classified as (i) five million (5,000,000) shares of preferred stock, par value $.01 per share (“Preferred Stock”), and (ii) three-hundred and sixty million (360,000,000) shares of common stock, par value $.01 per share (“Common Stock”).”

 4.This Certificate of Amendment of Restated Certificate of Incorporation has been duly adopted by the board of directors and stockholders of this corporation in accordance with the provisions of Section 242 of the DGCL.

 IN WITNESS WHEREOF, National Instruments Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by David G. Hugley, its Secretary, this 14th   day of May, 2013.

	NATIONAL INSTRUMENTS CORPORATION
By:	/s/ DAVID G. HUGLEY
	David  G. Hugley, Secretary