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Zix To Add Two Meldrum Designees To Board; Avoids Proxy Contest

12/31/2012 9:36 AM ET

Zix Corp. (ZIXI: Quote), a provider of email encryption services, said Monday that its largest shareholder, Meldrum Asset Management, has withdrawn its request for a special meeting of shareholders after the company agreed to add two Meldrum Group designees to its board of directors.

Under the terms of the deal between Texas-based ZixCorp. and Meldrum, the company will add two Meldrum Group designees, Mark Bonney and Michael Dailey, to its board effective January 1, 2013.

Bonney and Dailey, both of whom qualify as independent directors and are not employed by Meldrum, will join the board's audit and compensation committees, respectively.

Meldrum has now withdrawn its request for a special meeting of shareholders and also agreed to vote their shares in support of the board's nominees at Zix's 2013 annual meeting of shareholders. Further, Meldrum has decided not to solicit proxies in connection with this meeting.

Rick Spurr, Chairman and CEO of ZixCorp said, "We are gratified to have reached this agreement without a costly and distracting proxy contest. We look forward to working productively with the new members of our Board in continuing to grow our business and enhance shareholder value."

Meldrum, the largest shareholder of ZixCorp. holding 10.3 percent of the company's outstanding shares, said in late October that it sent a letter to ZixCorp, requesting a special meeting of shareholders for the purpose of making substantial changes to the composition of the company's board.

Meldrum proposed to remove Robert Hausmann, James Marston, and Maribess Miller from ZixCorp's seven-member board of directors, to fix the authorized number of directors at six, and to elect three new members to the board.

ZIX closed Friday's regular trading session at $2.82, up $0.12 on a volume of 115,200 shares.

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by RTT Staff Writer

For comments and feedback: editorial@rttnews.com

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