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

Notice of Resignation of Executive Officer

On June 12, 2022, Matthew Hillman, EVP University Partnerships, informed Zovio Inc (the "Company" or "our") of his decision to resign from his employment effective immediately.

Cash Bonuses Awarded to Named Executive Officers

On June 13, 2022, the Compensation Committee of the Company's Board of Directors granted one-time cash bonuses (the "Bonuses") as set forth in the table below to Kevin S. Royal and John W. Semel, each of whom is listed as a named executive officer in the Company's proxy statement filed with the Securities and Exchange Commission on May 20, 2022. The Bonuses were granted in accordance with all applicable Company compensation policies and guidelines and as an acknowledgement of the significant efforts of Messrs. Royal and Semel in connection with the Company's previously disclosed disposition of TutorMe, LLC.

Name                  One-Time Cash Bonus
   Kevin S. Royal             $108,625
   John W. Semel              $250,000

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 15, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). Of the 34,075,329 shares of our common stock, par value $0.01 per share ("Common Stock") outstanding as of April 22, 2022, holders of 26,095,543 shares of Common Stock were represented, either by attending the Annual Meeting or by proxy, constituting (i) a quorum under the Company's bylaws and (ii) approximately 76.6% of the outstanding shares of Common Stock entitled to vote. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1 - Election of Three Class I Directors. The following nominees were re-elected by the holders of Common Stock to serve as our Class I directors to hold office until our 2025 annual meeting of stockholders and until their successors have been duly elected and qualified:



Nominee                            For             Withheld          Broker Non-Votes
Ron Huberman                   16,241,095        2,407,224            7,447,224
John J. Kiely                  15,894,644        2,753,675            7,447,224
George P. Pernsteiner          12,475,473        6,172,846            7,447,224

2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:



         For            Against           Abstain          Broker Non-Votes
     25,007,656        11,896          1,075,991                    -

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