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

ZIX CORPORATION

Texas		0-17995		75-2216818
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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

Zix Corporation (“Company”) held an annual meeting of shareholders on June 8, 2011. At the meeting, the Company’s shareholders voted on the following proposals:

Proposal 1 Election of Directors

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

Nominee		For				Withheld				Broker Non-Votes
Robert C. Hausmann			24,333,817				4,616,943				30,101,577
James S. Marston			27,091,268				1,859,492				30,101,577
Maribess L. Miller			27,061,731				1,889,029				30,101,577
Antonio R. Sanchez III			26,023,936				2,926,824				30,101,577
Richard D. Spurr			26,420,010				2,530,750				30,101,577

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 2011.

For		Against		Abstain		Broker Non-votes
56,514,858		199,951		2,337,528		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
27,189,383		1,285,206		476,171		30,101,577

Proposal 4 “Say When on Pay”

Shareholders approved holding an annual advisory vote on the compensation of the Company’s named executive officers.

For 1 Year		For 2 Years		For 3 Years		Abstain		Broker Non-votes
14,904,239		2,696,240		10,874,109		476,172		30,101,577

Proposal 5 Reincorporation in Delaware

The proxy statement described a proposal to approve the merger of the Company into a newly formed Delaware subsidiary resulting in the reincorporation of the Company in Delaware. That proposal was withdrawn from consideration and no vote on that proposal was conducted at the meeting.

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.