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):

March 10, 2020 (March 9, 2020)

 

 

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))

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

 

Title of each class

  

Trading

Symbol(s)

  

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors.

On March 9, 2020, the Board of Directors (the “Board”) of Zix Corporation increased its size from eight to nine members and elected Maryclaire “Marcy” Campbell to fill the newly created directorship. Ms. Campbell was also appointed to the Nominating and Corporate Governance Committee of the Board. There are no arrangements or understandings between Ms. Campbell and any other person pursuant to which Ms. Campbell was selected as a director of the Company. Ms. Campbell will serve on the Board until the 2020 annual meeting of Zix’s shareholders and until her successor is duly elected and qualified. The increase in board size is temporary, and after the annual meeting, the number of directors constituting the Board shall be eight.

In connection with her election to the Board, Ms. Campbell will be entitled to receive an equity award consisting of restricted shares valued at $202,000 and no annual cash compensation. In addition, Zix entered into its standard director and officer indemnification agreement with Ms. Campbell.

Marcy Campbell currently serves as vice president and general manager North America and Australia sales and head of global sales operations for PayPal (NASDAQ: PYPL). Prior to this role, Marcy held roles as vice president and general manager North America for PayPal, vice president worldwide sales & accounts for Braintree (a PayPal Division), and vice president North American sales & accounts for Braintree. Marcy has led high-performance sales, business development, and marketing organizations for large and small enterprises including Qubole, Engine Yard, Netscape, and IBM. Marcy holds a Bachelors of Arts in History and Communications from the University of Hartford, where she was summa cum laude, and a National Regent Scholar.

 

Item 7.01.

Regulation FD Disclosure.

On March 10, 2020, Zix issued a press release announcing the election of Marcy Campbell to its Board. A copy of this press release is furnished herewith as Exhibit 99.1.

The information furnished under Item 7.01 of this Current Report on Form 8-K shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit   
No    Description
99.1    Zix Corporation Press Release, dated March 10, 2020, titled “Zix Corporation Adds Marcy Campbell to the Board of Directors”.

Exhibit 99.1 attached hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.


SIGNATURE

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

By:

 

/s/ David E. Rockvam

 

David E. Rockvam

 

Vice President and Chief Financial Officer

Date: March 10, 2020

EX-99.1

Exhibit 99.1

Press Release | For Distribution

 

 

Zix Corporation Adds Marcy Campbell to Board of Directors

DALLAS — March 10, 2020 — Zix Corporation (Zix) (NASDAQ: ZIXI), a leading provider of cloud email security solutions, a leading provider of cloud email security, compliance and productivity solutions, today announced that Marcy Campbell, vice president and general manager North America and Australia sales and head of global sales operations for PayPal, has been elected to Zix’s board of directors.

“Marcy is a valuable addition to Zix’s board as the company continues to evolve and grow,” said David Wagner, CEO of Zix. “Her strong go-to-market experience across small and large enterprises will be extremely valuable as we continue to march toward our vision of scaling into the leading cloud-based email security and productivity solutions provider in the marketplace.”

Ms. Campbell brings 25 years of experience leading high-performance sales, business development, general management, product development and marketing operations at large and small enterprises. She previously served as vice president of worldwide sales and accounts for Braintree, a division of PayPal, and as vice president of sales and general manager of North America. Prior to joining PayPal, Ms. Campbell held leadership positions at Qubole, Engine Yard, Netscape, and IBM.

“I’m honored and excited to join the Zix board,” said Ms. Campbell. “I look forward to working with the Board and management team as we pursue a shared goal of bringing cloud-based email security and productivity solutions to more people.”

About Zix Corporation

Zix Corporation (Zix) is a leader in email security, compliance and productivity solutions for businesses of all sizes. Trusted by the nation’s most influential institutions in healthcare, finance and government, Zix delivers a superior experience and easy-to-use solutions for email encryption and data loss prevention, advanced threat protection and unified information archiving. Zix enables its customers to better secure data and meet compliance needs. Zix is publicly traded on the Nasdaq Global Market under the symbol ZIXI. For more information, visit www.zixcorp.com.

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LOGO

   www.zixcorp.com


Press Release | For Distribution

 

 

 

Zix Company Contact

Geoff Bibby

(214) 370-2241

gbibby@zixcorp.com

Zix Media Contact

Hanah Johnson

(617) 960 8892

zix@marchcomms.com

Zix Investor Contact

Matt Glover and Tom Colton

Gateway Investor Relations

(949) 574-3860

ZIXI@gatewayir.com

 

LOGO    www.zixcorp.com