PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 2023
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-31923
86-0226984
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4225 East Windrose Drive, Suite 200
Phoenix, AZ
(Address of principal executive offices)
85032
(Zip Code)
(623) 445-9500
(Registrant’s telephone number, including area code)
N/A
(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:
☐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, $0.0001 par value per share
UTI
New York Stock Exchange
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 5.07 Submission of Matters to a Vote of Security Holders.
Universal Technical Institute, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on March 2, 2023. At the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 17, 2023. The voting results for each of the proposals are set forth below.
Proposal 1:The stockholders elected each of the four nominees as Class I Directors to serve a three-year term ending in 2026, or until the Director’s successor is duly elected and qualified, as follows:
Director
Votes For
Votes Against
Abstentions
Broker Non-Votes
David A. Blaszkiewicz
21,573,417
229,690
3,247,637
2,540,153
Robert T. DeVincenzi
22,907,102
1,432,872
710,770
2,540,153
Jerome A. Grant
24,188,012
150,481
712,251
2,540,153
Shannon Okinaka
24,919,303
127,676
3,765
2,540,153
Proposal 2: The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending September 30, 2023 as follows:
Audit Firm
Votes For
Votes Against
Abstentions
Deloitte & Touche LLP
27,485,910
8,028
96,959
Proposal 3: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
22,390,700
2,636,624
23,420
2,540,153
Proposal 4: The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers as follows:
Votes For
One Year:
23,091,922
Two Years:
36,908
Three Years:
1,912,502
Abstentions:
9,412
Based on the results of this advisory vote, and consistent with the recommendation of the Board of Directors (the “Board”) of the Company, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
