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 10, 2020




(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


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 5.07

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on June 10, 2020. 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 24, 2020. 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

   53,163,171    1,310,509    10,796,177

Marcy Campbell

   53,416,392    1,057,288    10,796,177

Taher A. Elgamal

   53,243,915    1,229,765    10,796,177

James H. Greene, Jr.

   52,911,847    1,561,833    10,796,177

Robert C. Hausmann

   52,926,792    1,546,888    10,796,177

Maribess L. Miller

   53,288,431    1,185,249    10,796,177

Brandon Van Buren

   52,811,737    1,661,943    10,796,177

David J. Wagner

   53,290,590    1,183,090    10,796,177


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, 2020.


For    Against    Abstain    Broker Non-votes
64,443,594    160,239    666,024    -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
50,918,746    2,965,169    589,765    10,796,177


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 12, 2020     By:  

/s/ Noah F. Webster

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