Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 27, 2021, the Board of Directors of Zovio Inc (the "Company")
approved an amendment (the "Amendment") to the Company's Third Amended and
Restated Bylaws (the "Bylaws") to amend Article X - Exclusive Forums to, among
other things, provide that unless the Company consents in writing to the
selection of an alternative forum, (a) the Court of Chancery in the State of
Delaware shall be the exclusive forum for (i) any derivative action or
proceeding brought on behalf of the Company, (ii) any action or proceeding
asserting a claim of breach of a fiduciary duty owed by any current or former
director or officer or other employee of the Company to the Company or the
stockholders of the Company, (iii) any action or proceeding asserting a claim
against the Company or any director or officer or other employee of the Company
arising pursuant to any provision of the General Corporation Law of the State of
Delaware or the certificate of incorporation or the Bylaws (as each may be
amended or restated from time to time), or (iv) any action or proceeding
asserting a claim against the Company or any director or officer or other
employee of the Company governed by the internal affairs doctrine, and (b) the
federal district courts of the United States shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended.
The Amendment is attached hereto as Exhibit 3.1 and is hereby incorporated by
reference into this Item 5.03. The foregoing summary description does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
3.1 Amendment No. 1 to the Third Amended and Restated Bylaws of Zovio
Inc.
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