zvo-20220429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2022

____________________________________________________________

ZOVIO INC

(Exact name of registrant as specified in its charter)

____________________________________________________________

Delaware

001-34272

59-3551629

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1811 E. Northrop Blvd, Chandler, AZ 85286

(Address of principal executive offices, including zip code)

(858) 668-2586

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ZVO	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on March 3, 2022, Victor K. Nichols, a Class I director of Zovio Inc (the “Company”) who has served as a director of the Company since September 2014, advised the Company that he had determined not to stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s upcoming 2022 annual meeting of stockholders (the “2022 Annual Meeting”).

Because the Company’s 2022 Annual Meeting is not yet scheduled, on April 29, 2022, Mr. Nichols notified the Company of his intention to resign from the Board effective May 12, 2022. Mr. Nichols indicated that his departure from the Board was not the result of any disagreement with management or the Board but was in order to pursue other commitments in a timely manner.

The Board intends to reduce the size of the Board from eleven to ten members in accordance with the provisions of the Company’s bylaws, effective upon the resignation of Mr. Nichols.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		ZOVIO INC

Date: May 3, 2022	By:	/s/ Matt Mitchell
		Name: Matt Mitchell
		Title: General Counsel and Secretary