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ZIXI > SEC Filings for ZIXI > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Form 8-K for ZIX CORP


13-Jun-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held an annual meeting of shareholders on June 12, 2013. 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
        Mark J. Bonney             31,703,152       217,328             18,955,907
        Michael E. Dailey          31,815,006       105,474             18,955,907
        Taher A. Elgamal           31,483,992       436,488             18,955,907
        Robert C. Hausmann         31,814,919       105,561             18,955,907
        Maribess L. Miller         31,487,822       432,658             18,955,907
        Antonio R. Sanchez III     31,809,954       110,526             18,955,907
        Richard D. Spurr           31,783,831       136,649             18,955,907

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 2013.

For Against Abstain Broker Non-votes 50,526,684 291,437 58,266 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 22,182,565 9,648,750 89,165 18,955,907

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.


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