Item 2.02 Results of Operations and Financial Condition.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text
of the press release of National Instruments Corporation ("NI"), dated January
30, 2020, regarding the unaudited financial results for NI's fourth fiscal
quarter and fiscal year ended December 31, 2019.
The information in the press release attached hereto as Exhibit 99.1 shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Changes in the Board of Directors
On January 29, 2020, the Board of Directors of NI (the "Board") appointed Eric
H. Starkloff to serve as a Class I director, effective February 1, 2020, with a
term expiring at NI's 2022 annual meeting of stockholders pursuant to the terms
of the Executive Employment Agreement between NI and Mr. Starkloff dated October
28, 2019. The Board does not presently intend to appoint Mr. Starkloff to serve
on any committees of the Board. Mr. Starkloff has no family relationship with
any of NI's directors or executive officers, and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K. As an employee of NI, Mr. Starkloff will not receive
any additional compensation or equity awards in connection with his service on
the Board.
Mr. Starkloff, age 45, joined NI in July 1997 and, pursuant to his employment
agreement referred to above, Mr. Starkloff will become President and Chief
Executive Officer of NI effective February 1, 2020. Mr. Starkloff has served as
President and Chief Operating Officer since October 2018. He also previously
served as Executive Vice President, Global Sales and Marketing from February
2014 to October 2018; Senior Vice President of Marketing from April 2013 to
January 2014; Vice President of Marketing from November 2010 to March 2013; and
Vice President of Product Marketing from October 2008 to October 2010. During
his tenure at NI, Mr. Starkloff has also held the positions of Director of
Product Marketing; Product Marketing Manager; and Applications Engineer. Mr.
Starkloff received his bachelor's degree in Electrical Engineering from the
University of Virginia.
On January 29, 2020, the Board approved an increase in the authorized number of
members of the Board by one director, from nine to ten directors. Due to Mr.
Starkloff's appointment to the existing Class I vacancy, this resulted in a
Class III vacancy on the Board.
On January 29, 2020 the Board appointed Gayla J. Delly as a director effective
March 1, 2020.
Ms. Delly, age 60, served as Chief Executive Officer of Benchmark Electronics
Inc. ("Benchmark"), a company that provides contract manufacturing, design,
engineering, test and distribution services to manufacturers of computers,
medical devices, telecommunications equipment and industrial control and test
instruments from January 2012 to September 2016 and served on the board of
directors of Benchmark from 2011 to September 2016. At Benchmark, she previously
served as President from 2006 to December 2011, Executive Vice President and
Chief Financial Officer from 2001 to 2006, and as Corporate Controller and
Treasurer from 1995 to 2001. Ms. Delly is a certified public accountant and was
a senior audit manager at KPMG before joining Benchmark. Ms. Delly serves as an
independent director of Broadcom Inc., a public company listed on the NASDAQ
Global Select Market and is a member of its Audit Committee and Nominating and
Corporate Governance Committee. Ms. Delly also serves as an independent director
of Flowserve Corporation, a public company listed on the New York Stock
Exchange, and serves as a member of its Organization and Compensation Committee
and the Corporate Governance & Nominating Committee. Ms. Delly served as chair
of Flowserve's audit committee from 2015 to 2019. Ms. Delly received her
bachelor's degree in Accounting from Samford University. Ms. Delly's
qualifications to serve on our Board include her leadership experience in senior
executive and financial management positions, her international manufacturing
experience, her education and experience as an accounting professional, as well
as public company board and committee experience.
Ms. Delly will serve as a Class III director, with a term expiring at NI's 2021
annual meeting of stockholders. The Board has not appointed Ms. Delly to serve
on any committees of the Board at this time. There are no arrangements or
understandings related to Ms. Delly pursuant to which she was selected as a
director and she has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Delly
will receive standard compensation and equity
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awards available to non-employee directors of NI.
In addition, on January 29, 2020, Jeffrey L. Kodosky, who currently serves as a
Class II director, informed the Board that he would not stand for re-election
upon the expiration of his current term at NI's 2020 annual meeting of
stockholders (the "Annual Meeting"). Mr. Kodosky's decision is not the result of
any disagreement with the Company on any matter related to NI's operations,
policies or practices. Mr. Kodosky will continue to hold the position within NI
of Business and Technology Fellow and provide direction and development for
LabVIEW and other software technologies. Also, on January 29, 2020, the Board
nominated Michael E. McGrath and Alexander M. Davern for election at the Annual
Meeting as Class II directors to serve for a term of three years.
Executive Incentive Program
On January 28, 2020, the Compensation Committee of the Board adopted and
approved the Executive Incentive Program ("EIP") attached hereto as Exhibit
10.1. The EIP provides for the payment of cash bonuses to Company's executive
officers as defined by Section 16 of the Securities Exchange Act of 1934, as
amended ("Executive Officers"), based upon the attainment of certain performance
criteria established by the Compensation Committee (or, with respect to the
Chief Executive Officer, the independent members of the Board). The objectives
of the EIP are to motivate and reward the Company's Executive Officers to
produce results that increase stockholder value. The incentive cash bonuses
awarded under this program are calculated based upon the objectives set for each
Executive Officer. At the end of the calendar year, the Compensation Committee
in consultation with the Chief Executive Officer (or, with respect to the Chief
Executive Officer, the independent members of the Board) will determine whether
the objectives of each individual participant were met and thereafter will
determine the amount of the payment (if any) to made to each participant under
the plan.
Because the amount of a participant's EIP cash bonus is dependent upon the
satisfaction of the set objectives, the exact amount of the payout (if any) to
an Executive Officer under the program cannot be determined at this time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Executive Incentive Program
99.1 Press Release, dated January 30, 2020
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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