PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 24, 2020
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2020, Mr. John C. White has informed Universal Technical Institute, Inc. (the “Company”) of his voluntary decision to retire from its Board of Directors (the “Board”), effective November 30, 2020. On November 20, 2020, Dr. Roderick R. Paige also informed the Company of his voluntary decision to retire from the Board, effective November 30, 2020. At the time of his retirement, Dr. Paige served on the Company’s Nominating and Corporate Governance Committee and the Government Affairs and Public Policy Committee. Mr. White and Dr. Paige indicated that their departure did not reflect any disagreement with the Company or any of its affiliates. The Company appreciates the contributions of Mr. White and Dr. Paige and thanks them for their service.
Item 7.01 Regulation FD Disclosures
On November 24, 2020, the Company issued a press release relating to the departures. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
