Zix Corporation 2012 Annual Shareholder Meeting (Transcript)

Zix Corporation (ZIXI)

Zix Corporation 2012 Annual Shareholder Meeting

June 06, 2012 11:00 am ET

Executives

Richard D. Spurr - Chief Executive Officer, Chairman of the Board & Chief Operating Officer

Jim Brashear - General Counsel

Analysts

Presentation

Question-and-Answer Session

Richard D. Spurr

Good morning and welcome to the Zix's Annual Meeting of our stockholders for 2012. We will stick to the agenda tightly today, so that we can move through this meeting efficiently. First of all, I will introduce my fellow members of the board, executives from the team that are with us here this morning, and then some other officials who will help us conduct the meeting.

Now separately, we will vote on the proposals that are on the agenda. I will give an update on business and then at that time we will be able to report the preliminary results of the voting, and then lastly I will take some questions.

Let's get started. I would like to introduce my fellow directors. I am proud to introduce our Mr. Taher A. Elgamal. Let's hold applauds till we get finished here. Also, Robert C. Hausmann, Maribess L. Miller, James Marston and Antonio R. Sanchez III. Thank you very much. (Inaudible).

Up here with me at the table is Jim Brashear, who is our General Counsel and Corporate Secretary. On the far right, Mr. Geoff Bibby, our Vice President of Marketing. To his right is, Russell Morgan, our Vice President of Client Services and Mr. Kadonsky, he is our Vice President of Operation and Michael English, our Chief Financial Officer.

Also, representing our independent auditors, Whitley Penn LLP, is Mr. Jeff Lawlis and a representative from the Broadridge Financial Solutions, our official inspector of elections, Mr. Jim Gonn. Thank you, everyone.

Okay, and now I will turn this over to the Mr. Brashear, who will describe our voting procedures.

Jim Brashear

Thank you, Rick. I'm presenting for the record and after an affidavit certifying that an annual report and Form 10-K for 2011 and a proxy statement and proxy card for this meeting were mailed on about April 27, 2012, to all shareholders of record as of April 13, 2012, which is the record date for this meeting. Accordingly this meeting has been duly called under the Laws of Texas, which is the state of incorporation of Zix Corporation and under Zix Corporation's by-laws.

As Mr. Spurr said, a representative of Broadridge Financial Solutions has been appointed by the board of directors as the independent inspector of election for this meeting and he has executed an appropriate oath of office. The inspector of election has presented for the record a certificate of quorum, indicating that there are representative at this meeting approximately 52,989,631 shares of the company's Class A common stock.

Each share of Class-A common stock is entitled to one vote at this meeting, therefore shares representing 85.77% of the voting power of the company's outstanding shares are represented at this meeting in person or by proxy, so a quorum is present.

This meeting has four proposals before it. Proposal one is the election of six directors. Proposal two is the ratification of the selection of Whitley Penn LLP as the company's independent auditors for 2012. Proposal three is to approve an advisory vote on executive compensation and proposal four is to approve the 2012 incentive plan. Each of these proposals is described in proxy statement. The proposals will be presented in the order they appear in the proxy statement and each proposal will be presented separately.

Voting on these four proposals will be by written ballet. For those of you who have not already voted or wish to change your vote, after Mr. Spurr presents each proposal, you should mark your ballet on that proposal. We will collect the ballets after all the proposals have been presented and the votes have been called. After all the proposals have been presented and considered at this meeting and the ballets collected, the polls will then close and no more ballets or proxies will be accepted.

After Mr. Spurr's company update, I will provide a preliminary report of the voting results. Ballets were given to all qualifying stockholders who requested them at the registration desk, stockholders who executed proxies or voted online or by telephone do not need to vote again by ballet unless they wish to change their vote, so if any qualified stockholder now needs a ballet, please raise your hand we will provide one to you.

During his report or the question-and-answer session, Mr. Spurr may discuss some non-GAAP financial measures in talking about the company's performance and some of his comments may constitute forward-looking statements. These matters are subject to a number of factors that could actual results to differ materially from our expectations.

Those factors are described in the risk factor section of the company's most recent 10-K filing with the SEC. The company undertakes no obligation to publicly update or revise any forward-looking statements. We have provided a detailed explanation and reconciliation of our special items and non-GAAP financial measures on our website at www.zixcorp.com/investors.

An opportunity for questions will be provided at the end of the meeting, so please hold your questions until that time. It's now approximately 10:09, on June 6, 2012, and the polls are now open. The polls will close immediately following the presentation of the final proposal and Mr. Spurr's call for the collection of ballets. Rick?

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