Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February, 14, 2013, James S. Marston, a member of the Board of Directors of
Zix Corporation ("Company") and chair of the Compensation Committee, notified
the Company that he intends to retire from the Company's Board of Directors
effective on February 28, 2013. Richard D. Spurr, Chairman and Chief Executive
Officer, expressed the Company's appreciation to Mr. Marston for his over 21
years of service as a Director. Upon Mr. Marston's retirement as a Director, the
size of the Company's Board of Directors will be reduced to seven members and
Dr. Taher A. Elgamal will become the chair of the Compensation Committee.
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