At the annual meeting of shareholders of Zix Corporation (the "Company") held on June 6, 2012, the shareholders of the Company approved the Zix Corporation 2012 Incentive Plan (the "2012 Plan"). Employees, officers, directors and consultants selected by the Compensation Committee of the Company's Board of Directors are eligible to participate in the 2012 Plan, including the Company's principal executive officer, principal financial officer and its other named executive officers. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of common stock that may be issued under the 2012 Plan is 2,700,000 shares, plus a number of additional shares (not to exceed 1,327,000) underlying options outstanding under certain of the Company's prior equity plans that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. A description of the material terms of the 2012 Plan was included in the Company's Definitive Proxy Statement on Schedule 14A (File No. 000-17995) as filed with the Securities and Exchange Commission on April 27, 2012 (the "Proxy Statement"), and is incorporated herein by reference.

The Company held an annual meeting of shareholders on June 6, 2012. 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
       Taher A. Elgamal           22,780,190       1,556,573             28,652,868
       Robert C. Hausmann         20,538,676       3,798,087             28,652,868
       James S. Marston           21,827,893       2,508,870             28,652,868
       Maribess L. Miller         22,035,939       2,300,824             28,652,868
       Antonio R. Sanchez III     23,964,368         372,395             28,652,868
       Richard D. Spurr           22,698,306       1,638,457             28,652,868

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 2012.

For Against Abstain Broker Non-votes 51,643,299 929,575 416,757 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 20,873,781 3,381,081 81,901 28,652,868

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.

Shareholders approved the 2012 Incentive Plan.

For Against Abstain Broker Non-votes 20,488,634 3,775,779 72,350 28,652,868