ZIX CORPORATION (NASDAQ:ZIXI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
(d) Election of Directors.
On March 9, 2020, the Board of Directors (the “Board”) of Zix Corporation increased its size from eight to nine members and elected Maryclaire “Marcy” Campbell to fill the newly created directorship. Ms. Campbell was also appointed to the Nominating and Corporate Governance Committee of the Board. There are no arrangements or understandings between Ms. Campbell and any other person to which Ms. Campbell was selected as a director of the Company. Ms. Campbell will serve on the Board until the 2020 annual meeting of Zix’s shareholders and until her successor is duly elected and qualified. The increase in board size is temporary, and after the annual meeting, the number of directors constituting the Board shall be eight.
In connection with her election to the Board, Ms. Campbell will be entitled to receive an equity award consisting of restricted shares valued at $202,000 and no annual cash compensation. In addition, Zix entered into its standard director and officer indemnification agreement with Ms. Campbell.
Marcy Campbell currently serves as vice president and general manager North America and Australia sales and head of global sales operations for PayPal (NASDAQ: PYPL). Prior to this role, Marcy held roles as vice president and general manager North America for PayPal, vice president worldwide sales & accounts for Braintree (a PayPal Division), and vice president North American sales & accounts for Braintree. Marcy has led high-performance sales, business development, and marketing organizations for large and small enterprises including Qubole, Engine Yard, Netscape, and IBM. Marcy holds a Bachelors of Arts in History and Communications from the University of Hartford, where she was summa cum laude, and a National Regent Scholar.
On March 10, 2020, Zix issued a press release announcing the election of Marcy Campbell to its Board. A copy of this press release is furnished herewith as Exhibit 99.1.
The information furnished under Item 7.01 of this Current Report on Form 8-K shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits.
| Exhibit | ||
| No | Description | |
| 99.1 | Zix Corporation Press Release, dated March 10, 2020, titled “Zix Corporation Adds Marcy Campbell to the Board of Directors”. |
Exhibit 99.1 attached hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
