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 8, 2011
(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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.07 Submission of Matters to a Vote of Security Holders
Zix Corporation (“Company”) held an annual meeting of shareholders on June 8, 2011. At the meeting, the Company’s shareholders voted on the following proposals:
Proposal 1 Election of Directors
Shareholders approved the election of the following individuals as Directors of the Company.
Nominee   For   Withheld   Broker Non-Votes
Robert C. Hausmann
    24,333,817       4,616,943       30,101,577  
James S. Marston
    27,091,268       1,859,492       30,101,577  
Maribess L. Miller
    27,061,731       1,889,029       30,101,577  
Antonio R. Sanchez III
    26,023,936       2,926,824       30,101,577  
Richard D. Spurr
    26,420,010       2,530,750       30,101,577  
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 2011.
For   Against   Abstain   Broker Non-votes
  199,951   2,337,528   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
27,189,383   1,285,206   476,171   30,101,577
Proposal 4 “Say When on Pay”
Shareholders approved holding an annual advisory vote on the compensation of the Company’s named executive officers.
For 1 Year   For 2 Years   For 3 Years   Abstain   Broker Non-votes
14,904,239   2,696,240   10,874,109   476,172   30,101,577
Proposal 5 Reincorporation in Delaware
The proxy statement described a proposal to approve the merger of the Company into a newly formed Delaware subsidiary resulting in the reincorporation of the Company in Delaware. That proposal was withdrawn from consideration and no vote on that proposal was conducted at the meeting.



     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 10, 2011  By:   /s/ James F. Brashear    
    James F. Brashear   
    Corporate Secretary