Zovio (NASDAQ:ZVO), an education technology services company that partners with higher education institutions and employers to deliver educational programming and benefits, today announced that it has appointed Michael P. Cole to its board of directors and as a member of its compensation and merger & acquisitions oversight committees. Mr. Cole is the managing member of SevenSaoi Capital, LLC ("SevenSaoi"). Through its affiliates, SevenSaoi beneficially owns approximately 6.8 percent of Zovio's common stock.
"We are pleased to welcome Michael to Zovio's Board of Directors," said Andrew Clark, Founder, President and CEO of Zovio. "Zovio continues to focus on creating value for all of its stakeholders and positioning the company for growth. We look forward to Michael's contributions as a Board Member and to deepening our collaborative relationship."
Mr. Cole said, "At this important point in the company's history, we believe it is in the best interests of all stockholders to have reached this agreement with the company providing for immediate representation on the Board and to avoid a protracted proxy contest. We look forward to working constructively with the Board and management team to achieve our common goal of maximizing stockholder value."
In connection with Mr. Cole's appointment as a director, SevenSaoi has entered into a customary agreement with Zovio under which, among other things, the parties will cooperate to identify an additional person to join the board as a director by next year's annual meeting. The agreement also provides that SevenSaoi will support Zovio's slate of directors at its upcoming annual meeting and obligates SevenSaoi to abide by customary standstill restrictions, including foregoing a proxy solicitation at this year's meeting. The complete agreement between Zovio and SevenSaoi will be included as an exhibit to a current report on Form 8-K, which will be filed by Zovio with the Securities and Exchange Commission.
Barclays is serving as financial advisor to Zovio, and Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as Zovio's legal counsel.