ZIX CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on June 9, 2021. 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 23, 2021. 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         54,845,025   5,112,897      7,903,879
Marcy Campbell         58,868,935   1,088,987      7,903,879
Taher A. Elgamal       58,772,498   1,185,424      7,903,879
James H. Greene, Jr.   52,319,837   7,638,085      7,903,879
Robert C. Hausmann     54,678,542   5,279,380      7,903,879
Maribess L. Miller     58,818,100   1,139,822      7,903,879
Brandon Van Buren      57,443,214   2,514,708      7,903,879
David J. Wagner        58,756,651   1,201,271      7,903,879

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, 2021.

   For       Against   Abstain   Broker Non-votes
64,994,708   75,889    791,204         -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 88.4% of the shares entitled to vote and represented at the meeting were voted "For" the subject resolution.

For Against Abstain Broker Non-votes 53,254,818 4,747,293 1,955,811 7,903,879

Proposal 4: 2021 Omnibus Incentive Plan

Shareholders approved the Company's 2021 Omnibus Incentive Plan.

   For        Against    Abstain   Broker Non-votes
53,204,496   5,909,485   843,941      7,903,879

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