Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 5, 2019




(Exact name of registrant as specified in its charter)




Texas   0-17995   75-2216818

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

2711 North Haskell Avenue

Suite 2200, LB 36

Dallas, Texas 75204-2960

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 370-2000

Not Applicable

(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:



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   ZIXI   NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on June 5, 2019. The proposals presented at the annual meeting are described in detail in the definitive Proxy Statement relating thereto, which was filed with the Securities and Exchange Commission on April 26, 2019. The voting results detailed below represent final results as certified by an independent inspector of elections.


Proposal 1:

Election of Directors

Shareholders elected the following individuals as Directors of the Company.


Nominee    For      Withheld      Broker Non-Votes  

Mark J. Bonney

     48,985,611        364,347        8,798,973  

Taher A. Elgamal

     48,929,754        420,204        8,798,973  

James H. Greene, Jr.

     48,873,887        476,071        8,798,973  

Robert C. Hausmann

     48,582,751        767,207        8,798,973  

Maribess L. Miller

     49,139,851        210,107        8,798,973  

Richard D. Spurr

     48,445,160        904,798        8,798,973  

Brandon Van Buren

     49,151,258        198,700        8,798,973  

David J. Wagner

     49,116,152        233,806        8,798,973  


Proposal 2:

Ratification of Appointment of Accountants

Shareholders ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019.


For   Against   Abstain   Broker Non-votes
57,838,694   150,971   159,266   -0-


Proposal 3:

“Say on Pay”

Shareholders approved the following resolution: “Resolved, that shareholders approve the compensation of the Company’s named executive officers, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative executive compensation disclosure contained in this proxy statement.” Approximately 98.8% of the shares entitled to vote and represented at the meeting were voted “For” the subject resolution.


For   Against   Abstain   Broker Non-votes
48,768,748   425,923   155,287   8,798,973


Proposal 4:

Nasdaq Proposal

Shareholders approved, in accordance with Nasdaq Listing Rule 5635, (i) the conversion of our outstanding shares of Series B Preferred Stock into shares of Series A Preferred Stock and (ii) the issuance of shares of our common stock in connection with any future conversion or redemption of our Series A Preferred Stock into common stock or any other issuance of common stock to an investment fund managed by True Wind Capital Management, L.P. pursuant to the terms of the Investment Agreement between the Company and the investment fund, dated January 14, 2019 that, absent such approval, would violate Nasdaq Listing Rule 5635.


For   Against   Abstain   Broker Non-votes
38,118,370   249,693   10,981,895   8,798,973


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.


Date: June 6, 2019     By:  

/s/ Noah F. Webster

      Noah F. Webster
      Vice President, General Counsel and Corporate Secretary