ZIX CORP false 0000855612 0000855612 2021-06-09 2021-06-09





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 9, 2021




(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 2300, 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))

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. ☐

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


Title of each class




Name of each exchange
on which registered

Common Stock, par value $0.01 per share   ZIXI   NASDAQ




Item 5.07

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on June 9, 2021. 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 23, 2021. 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

   54,845,025    5,112,897    7,903,879

Marcy Campbell

   58,868,935    1,088,987    7,903,879

Taher A. Elgamal

   58,772,498    1,185,424    7,903,879

James H. Greene, Jr.

   52,319,837    7,638,085    7,903,879

Robert C. Hausmann

   54,678,542    5,279,380    7,903,879

Maribess L. Miller

   58,818,100    1,139,822    7,903,879

Brandon Van Buren

   57,443,214    2,514,708    7,903,879

David J. Wagner

   58,756,651    1,201,271    7,903,879


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, 2021.


For   Against   Abstain   Broker Non-votes


  75,889   791,204   -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 88.4% of the shares entitled to vote and represented at the meeting were voted “For” the subject resolution.


For   Against   Abstain   Broker Non-votes


  4,747,293   1,955,811   7,903,879


Proposal 4:

2021 Omnibus Incentive Plan

Shareholders approved the Company’s 2021 Omnibus Incentive Plan.


For   Against   Abstain   Broker Non-votes


  5,909,485   843,941   7,903,879


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 11, 2021     By:  

/s/ Noah F. Webster

      Noah F. Webster
      Chief Legal Officer and Corporate Secretary