Zix Corp – SHAREHOLDERS AGREEMENT (December 31st, 2012)
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into on December 28, 2012, by and among Zix Corporation, a Texas corporation (the “Company”), and Rockall Emerging Markets Master Fund Limited, a Cayman Islands exempted company (“Rockall”), Meldrum Asset Management, LLC, a Delaware limited liability company and the investment manager of Rockall (“Meldrum”), Fulvio Dobrich, Con Egan, Conor O’Driscoll, Michael E. Dailey and Mark J. Bonney (each, including Rockall and Meldrum, a “Holder” and, collectively, the “Holders”).
Zix Corp – ZIX CORPORATION AND MELDRUM REACH AGREEMENT DALLAS, TX, December 31, 2012—Zix Corporation, (Nasdaq: ZIXI) (“ZixCorp”), the leader in email encryption services, announced today that it has reached an agreement with Meldrum Asset Management and affiliates (the “Meldrum Group”) in connection with the Meldrum Group’s request for a special meeting of shareholders. (December 31st, 2012)
Under the terms of the agreement, ZixCorp has agreed to add two Meldrum Group designees, Mark J. Bonney and Michael E. Dailey, to its Board effective as of January 1, 2013. Messrs. Bonney and Dailey, both of whom qualify as independent directors within the meaning of NASDAQ listing standards, and neither of whom is employed by Meldrum, will join the Board’s Audit and Compensation Committees, respectively. As part of the agreement, the Meldrum Group has withdrawn its request for a special meeting of shareholders and related proposals, and also has agreed to vote their shares in support of the Board's nominees at ZixCorp’s 2013 annual meeting of shareholders, and not to solicit proxies in connection with this meeting.