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 ODriscoll, Michael E. Dailey and Mark J. Bonney (each, including Rockall and Meldrum, a Holder and, collectively, the Holders).
ZIX CORPORATION AND MELDRUM REACH AGREEMENT DALLAS, TX, December 31, 2012Zix 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 Groups 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 Boards 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 As part of the agreement, the Meldrum Group has withdrawn its request for a special meeting of shareholders and related proposals, and also has agreed to vote their shares in support of the Board's nominees at ZixCorps 2013 annual meeting of shareholders, and not to solicit proxies in connection with this meeting.