8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

June 12, 2013

 

 

ZIX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Texas   0-17995   75-2216818

(State or other jurisdiction

of incorporation)

 

(Commission

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held an annual meeting of shareholders on June 12, 2013. The proposals presented at the annual meeting are described in detail in the Proxy Statement. The vote results detailed below represent final results as certified by the independent Inspector of Elections. At the meeting, the Company’s shareholders voted on the following proposals as follows:

Proposal 1 Election of Directors

Shareholders approved the election of the following individuals as Directors of the Company.

 

Nominee    For      Withheld      Broker Non-Votes  

Mark J. Bonney

     31,703,152         217,328         18,955,907   

Michael E. Dailey

     31,815,006         105,474         18,955,907   

Taher A. Elgamal

     31,483,992         436,488         18,955,907   

Robert C. Hausmann

     31,814,919         105,561         18,955,907   

Maribess L. Miller

     31,487,822         432,658         18,955,907   

Antonio R. Sanchez III

     31,809,954         110,526         18,955,907   

Richard D. Spurr

     31,783,831         136,649         18,955,907   

Proposal 2 Ratification of auditors

Shareholders ratified the selection of Whitley Penn LLP to serve as the Company’s independent registered public accounting firm for 2013.

 

For   Against   Abstain   Broker Non-votes

50,526,684

  291,437   58,266   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.”

 

For   Against   Abstain   Broker Non-votes

22,182,565

  9,648,750   89,165   18,955,907

Consistent with the shareholders’ advisory vote on “Say When on Pay” at the 2011 annual meeting of the shareholders of the Company held on June 8, 2011, the Board of Directors of the Company intends to hold future shareholder advisory votes on executive compensation annually until the next required vote on the frequency of shareholder votes on executive compensation, which will occur at the 2017 annual meeting of the shareholders of the Company.

 

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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.

 

    ZIX CORPORATION

Date: June 13, 2013

  By:  

/s/ James F. Brashear

    James F. Brashear
    Corporate Secretary

 

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