Vote by Telephone – You can submit yourIf you request printed copies of the proxy over the telephone to vote your shares at the Annual Meetingmaterials by following the instructions provided on themail, you will receive a proxy card or voting instruction form enclosed with yourand you may vote by proxy materials.by calling the toll-free number found on the card or form.

Vote by Mail – You can voteIf you request printed copies of the proxy materials by mail, by completing, signing and returning theyou will receive a proxy card or voting instruction form enclosed with yourand you may vote by proxy materials.by filling out the card or form and returning it in the envelope provided.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on February 24, 2021March 2, 2023. The Notice of Annual Meeting, Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 20202022 (which constitutes our annual report to stockholders) are also available electronically at https://investor.uti.edu/investor.uti.edu.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE AND RETURN THE PROXY AS PROMPTLY AS POSSIBLE. YOUR PROXY IS BEING SOLICITED BY THE COMPANY’S BOARD OF DIRECTORS.

Phoenix, Arizona

January [*], 202117, 2023

ii

Coliseum may only be voted to the extent that the aggregate voting power of such Series A Preferred Stock and any common stock issued upon conversion thereof does not exceed 9.9%advance of the aggregate voting power of all of our voting stock outstanding at the close of business on September 14, 2020. As a result, the shares of Series A Preferred Stock are entitled to an aggregate of 431,864 votes on each matter voted upon. Votes may not be cumulated. As such, the total number of shares entitled to vote at the Annual Meeting is 33,117,075.

Voting Information

The presence, in person or by proxy relating to any matter to be acted upon at the2023 Annual Meeting of the holders ofStockholders, and listen to a majoritylive webcast of the outstanding voting power of the stock issued and outstanding and entitled to vote will constitute a quorum for purposes of the Annual Meeting. For purposes of the quorum requirement and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the Annual Meeting in person or by proxy and who abstain are considered stockholders who are present and entitled to vote and they count toward the quorum.

Voting without attending the Annual Meeting can be done in the following ways:meeting.

Submissions of proxy via telephone or internet must be received by 11:59 p.m. Eastern Time on February 23, 2021 in order for the shares to be voted at the Annual Meeting. However, a stockholder of record may instead mark, sign, date and return the proxy card so that it is received by the Company before the polls close at the Annual Meeting in order for the shares to be voted at the Annual Meeting. Stockholders of shares held in street name must comply with the deadlines included in the voting instructions provided by the bank, broker or other nominee that holds the shares.

Brokers, banks or other nominees that hold shares of stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owners, such as the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending September 30, 2021. If a broker, bank or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the “routine” proposals. However, where a proposal is “non-routine,” such as the election of directors, the proposal to amend and restate our Restated Certificate of Incorporation (such certificate, our “Charter,” and such proposal, the “Charter Amendment Proposal”) and the approval of the Universal Technical Institute, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), a broker, bank or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes” when the nominee has voted on other non-routine matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be entitled to vote on the non-routine proposals.1

Broker non-votes will not affect the outcome of any matter being voted on at the meeting other than the Charter Amendment Proposal, assuming that a quorum is obtained. Abstentions, on the other hand, have the same effect as votes against matters being voted on at the Annual Meeting, although abstentions will have no effect on the election of directors because approval of a percentage of shares present or outstanding is not required for that proposal.

Election of Directors. Our Amended and Restated Bylaws (our “Bylaws”) provide that in a non-contested election, each director nominee must be elected by the affirmative vote of the majority of the votes cast with respect to that director’s election. A “majority of the votes cast” means that the number of votes “FOR” a director nominee must exceed the number of votes “AGAINST” that director nominee. Accordingly, abstentions will have no effect on the election of a director. Pursuant to our Corporate Governance Guidelines, our Board expects any director nominee who is an incumbent director and is not re-elected to promptly tender his or her resignation, and our Board, excluding the director who tenders his or her resignation, must promptly decide whether to accept or reject the resignation. Uninstructed shares are not entitled to vote on the election of directors.

Ratification of the Appointment of Deloitte. The affirmative vote of a majority of the shares of capital stock present or represented at the Annual Meeting and entitled to vote is required to approve the proposal to ratify the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending September 30, 2021. Uninstructed shares are entitled to vote on this matter. Abstentions will have the same effect as a vote against ratification of the appointment of Deloitte.

Charter Amendment Proposal. The affirmative vote of 66 2/3% of the voting power of all of the outstanding shares of capital stock is required to approve the Charter Amendment Proposal. Uninstructed shares are not entitled to vote on this matter. Abstentions and broker non-votes will have the same effect as a vote against the Charter Amendment Proposal.

Approval of the 2021 Plan. The affirmative vote of a majority of the shares of capital stock present or represented at the Annual Meeting and entitled to vote is required to approve the adoption of the 2021 Plan. Uninstructed shares are not entitled to vote on this matter. Abstentions will have the same effect as a vote against the Charter Amendment Proposal.

Any stockholder entitled to vote on any matter may vote part of such stockholder’s shares in favor of the proposal and refrain from voting the remaining shares or, except with respect to the election of directors, may vote the remaining shares against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively or otherwise indicates how the number of shares to be voted affirmatively is to be determined, it will be conclusively presumed that the stockholder’s approving vote is with respect to all shares which the stockholder is entitled to vote.

If any other matters are properly presented at the Annual Meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named as proxies and acting thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the Annual Meeting is postponed or adjourned, a stockholder’s proxy will remain valid and may be voted at the postponed or adjourned meeting. A stockholder still will be able to revoke the stockholder’s proxy until it is voted. As of the date of this Proxy Statement, our Board did not know of any matters other than those described in this Proxy Statement to be presented at the Annual Meeting.

Proxies properly executed and received by us prior to the Annual Meeting and not revoked will be voted as directed therein on all matters presented at the Annual Meeting. If you submit a proxy or voting instruction form by Internet, telephone or mail without giving specific voting instructions on one or more matters listed in the notice for the meeting, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.

February 2011 to June 2014. In addition, Mr. Blaszkiewicz currently serves on the board of directors of a number of non-profit organizations, including the national New Markets Tax Credit Coalition, Detroit’s Downtown Development Authority, M-1 RAIL, Detroit Economic Growth Corporation and Detroit Community Loan Fund. Mr. Blaszkiewicz also served as Director of Finance and Secretary/Treasurer of Detroit Renaissance, Inc., an organization of CEOs now known as Business Leaders for Michigan, from 1994 through 2001. Mr. Blaszkiewicz received a BS in Business from Wayne State University and received his MBA in 1998 from Michigan State University. Mr. Blaszkiewicz brings to our Board significant financial, commercial real estate and development expertise as well as municipal and private investment experience.

Robert T. DeVincenzi, age 61, has served on our Board since April 2017 and has served as the Chairman of our Board since September 2017. Mr. DeVincenzi has served as a non-executive member of the Board of Directors of Redflex Holdings Limited, which focuses on road, vehicle and pedestrian safety products and services, and as Chairman of the Risk and Compliance Committee since 2014. From 2012 to 2014, he served as Chief Executive Officer of Redflex Holdings Limited. Additionally, Mr. DeVincenzi has been a principal partner in Lupine Ventures, a business advisory firm that provides strategic consulting and corporate development advisory services, since 2014. Mr. DeVincenzi has also served as an Adjunct Professor of Entrepreneurship and Business Ethics at California State University, Monterey Bay since 2014. From 2008 to 2012, Mr. DeVincenzi served as President and Chief Executive Officer of LaserCard Corporation, a global biometric identification systems business. Prior to his position at LaserCard Corporation, Mr. DeVincenzi held positions in a variety of high technology enterprises, including Solectron, Inc., Inkra Networks Inc. and Ignis Optics Inc. Mr. DeVincenzi served on the Board of Directors of IBIS Healthcare from January 2015 to May 2017. Mr. DeVincenzi received a Master of Arts degree from Gonzaga University in Organizational Leadership, a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo and has completed various executive educations programs at Duke University, Northwestern University and Massachusetts Institute of Technology. Mr. DeVincenzi is a certified public company director (ACCD) and has completed Directors College at Stanford University. Mr. DeVincenzi brings to our Board significant business leadership and strategy development experience as well as public company board expertise. Mr. DeVincenzi qualifies as an “audit committee financial expert” under SEC guidelines.

Jerome A. Grant, age 57, has served as our Chief Executive Officer and on our Board since November 2019. Mr. Grant served as our Executive Vice President and Chief Operating Officer from November 2017 to October 2019. Prior to joining UTI, Mr. Grant served as Senior Vice President, Chief Services Officer with McGraw-Hill Education, Inc. from June 2015 to April 2017. Prior to joining McGraw Hill, Mr. Grant served in several senior leadership roles with Pearson Education, including Senior Vice President of Technology Strategy from 2014 to 2015; Senior Vice President of Digital Products from 2012 to 2014; President of Higher Education Business, Technology and the New York Institute of Finance from late 2000 through 2011; and Vice President of Sales from 1999 through 2000. Mr. Grant received a Bachelor of Business Administration degree in labor relations and marketing from the University of Wisconsin-Milwaukee. As our former Executive Vice President and Chief Operating Officer, Mr. Grant brings to our Board an understanding of the organization and experience in the post-secondary technical education services industry.

Kimberly J. McWaters, age 56, has served on our Board since 2005. Ms. McWaters served as UTI’s Chief Executive Officer from 2003 until her retirement in 2019. Ms. McWaters joined UTI in 1984 and held several executive positions, including Vice President of Marketing and Admissions. She was named President in 2000, CEO in 2003 and Chairman of the Board in 2013, serving until 2017. Ms. McWaters has served as a director of Penske Automotive Group, Inc. (NYSE: PAG) since 2004, and currently serves as a member of its Audit Committee and Chair of its Nominating and Corporate Governance Committee. For six years, until June 2020, Ms. McWaters served on the Board of Directors of Mobile Mini, Inc. (NASDAQ: MINI), serving on its Audit Committee and Compensation Committee. In July 2020, McWaters joined the Board of Directors of WillScot Mobile Mini Holdings Corp. (NASDAQ: WSC), and serves on Audit Committee and Related Party Transactions Committee. McWaters currently serves as Chair of the Executive Board for Fresh Start Women’s Foundation. Ms. McWaters received a Bachelor of Science degree in Business Administration from the University of Phoenix. As a long-time executive of UTI, Ms. McWaters brings to our Board a deep understanding of our

organization and experience in the post-secondary technical education services industry. Additionally, Ms. McWaters is qualified to serve on our Board because of her management skills, business development acumen, sales and marketing leadership and experience with regulatory compliance issues, as well as her experience as a director of public companies.

Christopher S. Shackelton, age 41,43, has served as a director on our Board since June 2016. Mr. Shackelton is co-founderCo-Founder and managing partnerManaging Partner of Coliseum Capital Management, LLC (“CCM”). Mr. ShackeltonLLC. He has served as Chairman of the Board of ModivCare Inc. (formerly Providence Service Corp.) since November 2012 and has served on itsChairman of the Board of Directors since July 2012. Mr. Shackelton has also served as a director of Lazydays Holdings, Inc. since March 2018 andDecember 2021 (and as a director of a number of privately held companies.since March 2018). Previously, Mr. Shackeltonhe was Chairman of Rural/Metro Corp, from December 2010 to June 2011 and Chairman of Medalogix LLC, from August 2014 to May 2021. He has also served on the Board of Directors of Advanced Emissions Solutions, Inc. from July 2014 to June 2016, of Bioscrip, Inc. from March 2015 to August 2019,boards of Interstate Hotels & Resorts, Inc., from February 2009 through March 2010, and ofAdvanced Emissions Solutions, Inc. from July 2014 to June 2016, LHC Group, Inc., from November 2012 to August 2017.2017, and BioScrip, Inc., from March 2015 to August 2019. Prior to forming CCM, Mr. Shackeltonthese positions, he worked at Watershed Asset Management and Morgan Stanley & Co. He received a bachelor’s degree in economics from Yale University. Mr. Shackelton brings to ourthe Board significant financial, investing,expertise on strategic transformation and accounting experiencecapital allocation, in addition to his experience serving onleading the boards of other public companies.

Kenneth R. TrammellLinda J. Srere, age 60,67, has served as a director on our Board since June 2011.2005. Ms. Srere is a marketing and advertising consultant. From January 2000 to November 2001, she served as President of Young & Rubicam Advertising, a worldwide advertising network. From September 1998 to January 2000, Ms. Srere served as Vice Chairman and Chief Client Officer of Young & Rubicam Inc. (“Y&R”). From January 1997 to September 1998, she served as President and CEO of Y&R’s New York office. Ms. Srere joined Y&R in September 1994 as Executive Vice President and Director of Business Development. Ms. Srere served as the Chairman of advertising agency Earle Palmer Brown New York from 1992 to 1994, and served as President of advertising agency Rosenfeld, Sirowitz, Humphrey & Strauss from 1990 to 1992. For 11 years, until July 2012, Ms. Srere was a director of Electronic Arts Inc. During her tenure, she served on its Compensation, Nominating, and Governance committees. Ms. Srere also served as a director of aQuantive, Inc., which was sold to Microsoft in 2007. She currently sits on the Investor and Executive Council of DCubed Group, a private market investment firm. Ms. Srere also serves on the Advisory Board of SOS Method, a meditation technology platform. Ms. Srere brings to our Board marketing, strategic, and business leadership skills from her career in marketing and advertising.

George Brochick, age 73, has served as a director on our Board since March 2020. Mr. TrammellBrochick has served as Executive Vice President—Strategic Development at Penske Automotive Group (NYSE: PAG) since July 2012, and has held various executive positions since joining the company in 1996. In addition to his current executive functions, Mr. Brochick held numerous dealership general manager positions throughout his automotive career. Previously, Mr. Brochick served as Vice President, Operations, for Southwest Kenworth, Inc. from 1977 to 1984 and also held the position of Director, Marketing Services, for Euclid, Inc., a division of

4

determinations, our Board considers many factors, including the specific characteristics and circumstances existing at that time, whether the role of Chairman should be separate from that of the Chief Executive Officer and, if the roles are separate, whether the Chairman should be selected from the independent directors or from management. Our Board believes that no single board leadership model is universally or permanently appropriate and will periodically review the performance of the sitting Chairman and determine whether or not that selection should remain in effect.

Currently, Mr. DeVincenzi serves as non-executive Chairman of the Board. Our Board believes that the separation of the roles of Chairman and Chief Executive Officer provides more depth in UTI’s leadership and additional strategic support to our Chief Executive Officer.

In addition to his or her responsibilities as a director generally, the Chairman of the Board has primary responsibility for Board leadership and administration, with a focus on Board meeting leadership, strategy discussions, management performance, and accountability. The Chairman of the Board presides at all meetings of our Board and of the shareholdersstockholders at which he or she is present. The Chairman of the Board performs other functions and responsibilities as set forth in our Corporate Governance Guidelines or as requested by our Board from time to time.

Our Corporate Governance Guidelines call for regular executive sessions of the non-management directors (those not employed by us). Our Board believes that these regular executive sessions outside of the presence and influence of management ensure that non-management directors have sufficient opportunity to fully and candidly discuss ideas and issues regarding UTI, management’s performance, and whether Board operations are satisfactory. The non-executive Chairman or the lead director, as applicable, will lead and preside over these executive sessions and will organize and establish the agenda for these sessions. If the non-executive Chairman or lead director, as applicable, is absent or such positions are vacant, the non-management directors will select from among them who will preside over any executive sessions. Mr. DeVincenzi, as non-executive Chairman of the Board, leads and presides over our Board’s executive sessions.

“Independent” Directors. Our Board has determined that Messrs. Blaszkiewicz, Brochick, DeVincenzi, Lennox and Trammell and Ms.Mses. Okinaka, Srere and Sanchez qualify as “independent” in accordance with the published listing requirements of the NYSE. The NYSE’s independence definition includes a series of objective tests, such as that the director is not an employee of the listed company, has no material relationships with the listed company, and has not engaged in various types of business dealings with the listed company. An explanation of the independence standard used by our Board, which standard incorporates the NYSE independence definition, is set forth in our Corporate Governance Guidelines adopted by our Board and discussed elsewhere in this Proxy Statement. Our Board considers all relevant facts and circumstances in evaluating the independence of its members from management. Non-material business transactions conducted in

6

financial expert” in accordance with SEC rules and regulations, including the requirement that such person satisfies the criteria for an “independent director.” Our Board has determined that each of Messrs. DeVincenzi and Trammell and Ms. Okinaka, each of whom serves on our Audit Committee, is an “audit committee financial expert.”

Board’s Role in Risk Oversight. Our Board oversees our risk management function and ensures that management develops sound business strategies. Our Board’s close involvement in setting our business strategy and objectives is integral to its assessment of ongoing business risks, determinations of appropriate levels of risk and how to effectively manage risk. In fulfilling this risk management responsibility, our Board regularly receives reports and/or presentations from applicable members of management and the committees of our Board. In particular, our Board continually evaluates risks relating to financial matters, legal, and regulatory issues, operational and strategic considerations and fraud, and addresses individual risks on a case-by-case basis with management, as necessary.

While our Board is ultimately responsible for oversight of the risk management process, our Board delegates responsibility for certain aspects of risk management to its committees, which are comprised solely of independent directors.

Board Meetings

Our Board and its committees meet throughout the year on a set schedule, and also hold special meetings, and act by written consent from time to time, as appropriate. Our Board has delegated various responsibilities and authority to different Board committees, which regularly report on their activities and actions to the full Board. In addition, our Board has adopted Corporate Governance Guidelines that call for regular executive sessions of the non-management directors.

7

The current committee membership is as follows:

Audit Committee. Messrs. Blaszkiewicz, Brochick, DeVincenzi and Trammell and Ms. Okinaka served as members of our Audit Committee during fiscal 2020. Conrad A. Conrad also served as a member of our2022. Mr. Blaszkiewicz resigned from the Audit Committee for a brief period ofduring fiscal 2020, but retired from our Board in November 2019.2022. Our Board has determined that Messrs. Blaszkiewicz and Brochick areeach member of the Audit Committee is financially literate, that Messrs. DeVincenzi and Trammell and Ms. Okinaka are “audit committee financial experts”experts,” and that each member of our Audit Committee satisfies the independence requirements of the NYSE and the SEC. Our Audit Committee has the responsibility for overseeing, among other things, things:

Our Audit Committee met nine (9)ten (10) times during fiscal 2020.2022. Our Audit Committee is required by SEC rules and regulations to publish a report to stockholders concerning its activities during the prior fiscal year. Our Audit Committee’s report is set forth elsewhere in this Proxy Statement.

Compensation Committee. Messrs. Blaszkiewicz and Lennox and Ms. Srere served as members of our Compensation Committee during fiscal 2020.2022. Our Board has determined that each of Messrs. Blaszkiewicz and

8

discussed in this Proxy Statement, Pearl Meyer did not provide any additional services to us during the 20202022 fiscal year.

Nominating and Corporate Governance Committee. Messrs. Brochick DeVincenzi and PaigeDeVincenzi and Ms. Srere served as members of our Nominating and Corporate Governance Committee during fiscal 2020.2022. Our Board has determined that each member of our Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE. Our Nominating and Corporate Governance Committee has the responsibility for, among other things, things:

9

minorities. Our Nominating and Corporate Governance Committee also considers the extent to which a candidate would fill a present need on our Board. In selecting director nominees, our Board seeks to monitor the mix of specific experiences, qualifications, and skills of its members in order to assure that our Board, as a whole, has the necessary tools to perform its oversight function effectively in light of UTI’s business and structure.

To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, our Nominating and Corporate Governance Committee reviews the composition of our Board to determine the qualifications and areas of expertise needed to further enhance the composition of our Board and works to attract candidates with those qualifications. In evaluating a director candidate, our Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, and integrity of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience, and competencies which our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by our Board and any core competencies or technical expertise necessary to staff committees of our Board. Director candidates must have a background and experience in areas important to our operations, such as business, education, marketing, finance, government, or law, and should be individuals of high integrity and independence with substantial accomplishments. Our Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria. Rather, our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. In connection with each director nomination recommendation, our Nominating and Corporate Governance Committee considers the issue of continuing director tenure and whether our Board will be exposed to new ideas and viewpoints and will maintain willingness to critically examine the status quo.

In connection with director nominations, our Nominating and Corporate Governance Committee also considers the nominees’ roles ineach nominee’s ability to (i) assistingassist with our business strategy, (ii) overseeingoversee our efforts in complying with the disclosure requirements of the SEC and the NYSE, (iii) assistingassist in improving our internal controls and disclosure controls, and (iv) overseeingoversee our corporate governance and leadership structure.

Our Nominating and Corporate Governance Committee shallwill consider nominees recommended by stockholders for election to our Board, provided the names of such nominees, accompanied by relevant biographical information, are submitted in accordance with our Bylaws. Pursuant to our Bylaws, a stockholder may nominate a person for election to our Board by making timely notice in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed to and received by our Secretary at the principal executive offices of the Company at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032, not less than 90 days nor more than 120 days in advance of the first anniversary of the preceding year’s annual

11

arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; and (b) as to such stockholder (i) the name and address, as they appear on the Company’s books, of such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class and number of shares of the Company which are beneficially owned by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, and any material interest of such stockholder and owner, and (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice to our Secretary by, or on behalf of, the stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk, or benefit of share price changes for, or increase or decrease the voting power of the stockholder or any of its affiliates or associates with respect to shares of stock of the Company, and a representation that the stockholder will notify us in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting.

Board Attendance at Annual Stockholder Meetings

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we expect that our directors will participate in our meetings, absent a valid reason for not doing so. All of our directors then serving on our Board attended the 20202022 annual meeting of stockholders.

Virtual Stockholder Meeting

We will conduct the Annual Meeting on February 24, 2021March 2, 2023 as a “virtual meeting,” allowing our stockholders to join remotely from anywhere with an Internet connection or access to a telephone. Our virtual meeting platform empowers stockholders to submit questions to our Board and management team, who are then able to thoughtfully review and respond to those questions in an organized manner. Virtual stockholder meetings also offer other benefits. We avoid the time, effort, and elevated expenses of organizing physical meetings which historically have been attended by only a few stockholders; our stockholders who wish to attend our annual meeting do not need to incur travel and other costs to do so; and we reduce the environmental impact our annual meetings have by cutting transport and related carbon emissions, paper materials, and other negative impacts necessarily a part of a physical meeting. Our virtual meeting platform also allows us to better track attendance and more easily verify the identity of our stockholders. We believe these factors allow us to conduct our annual meetings in a manner that is more meaningful to us and our stockholders.

12

Code of Conduct; Corporate Governance Guidelines

We have a Code of Conduct (including a Supplemental Code of Ethics for the Chief Executive Officer and Senior Financial Officers) (the(collectively, the “Code of Conduct”) that applies to all of our employees, including our principal executive officer, principal financial officer, and principal accounting officer. This Code of Conduct is posted on our website at www.uti.edu under the “Investor Relations—Corporate Governance—Code of Conduct” captions.

We will provide a copy of the Code of Conduct upon request made by writing to us at our principal executive offices at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

As indicated elsewhere in this Proxy Statement, our Board has adopted Corporate Governance Guidelines, which are posted on our website at www.uti.edu under the “Investor Relations—Corporate Governance—Board of Directors” captions. We will provide a copy of the Corporate Governance Guidelines upon request made by writing to us at our principal executive offices at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

Diverse Board and Management Team

Both the Board and the Company have long acted to foster a diverse and vibrant workplace, as we believe that we must have the best talent, including individuals who possess a broad range of experiences, backgrounds and skills that enable us to anticipate and meet the needs of our business. Over time, we have hired, developed and retained a diverse workforce that is a key component in our success.

Our ability to attract, develop and retain diverse talent is reflected at both the board and management levels:

The Board believes that a diverse Board and management team are an important part of the Company’s culture.

13

Meeting, which Restated Charter will become effective at the time of that filing. If the Charter Amendment is not approved by the requisite vote, then the Charter Amendment will not be filed with the Secretary of State of the State of Delaware, the Bylaws Amendment will not become effective, and the voting provisions in both our Charter and Bylaws will remain in place.

A copy of the Restated Charter giving effect to the Charter Amendment is attached to this proxy statement as Appendix A.

Vote Required

Under the existing supermajority voting provisions set forth in our Charter, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding shares of our capital stock, voting together as a single class, is required to approve the Charter Amendment. Abstentions and broker non-votes, if any, have the same effect as votes against the Charter Amendment.

DIRECTORS BELIEVES THAT THE COMPENSATION OF OUR BOARDNAMED EXECUTIVE OFFICERS IS APPROPRIATE AND RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE CHARTER AMENDMENT.FOLLOWING ADVISORY RESOLUTION:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and any related material).”

Although the advisory vote is non-binding, the Compensation Committee and the Board will review the results of the vote. The Compensation Committee will consider our stockholders’ concerns and take them into

21

year divided by the weighted number of common shares outstanding) for the three years ending September 30, 2020 was 1.71%. As adjusted to reflect the Institutional Shareholder Services, Inc. (“ISS”) “multiplier” counting each full value award (RSU and deferred stock unit) as 1.5 option shares, our average annual burn rate was 2.43%, which is well below the 3.64% 2020 burn rate cap for our industry established by ISS, as set forth in the table below:

The maximum aggregate number of shares we are requesting our stockholders to authorize under the 2021 Plan would represent about 3.64% of the number of sharesapprove compensation of our common stock outstanding on January 4, 2021, determined on a fully diluted basis.

Fiscal Year 2021 Equity Grants

In December 2020, our Compensation Committee recommended, and the independent members of our Board approved, long-term incentive awards, granted on December 10, 2020 (“FY 2021 Grants”). For the portion of the awards which are performance unit grants, our Compensation Committee determined that the performance period shouldNamed Executive Officers be extended to a three-year performance period.

The FY 2021 Grants included a mix of 50% performance units and 50% restricted stock units. These performance unit awards are tied to a three-year financial performance period ending on September 30, 2023, wherein performance is measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units earned are subject to a modifier based on a three-year compound annual total shareholder return (“TSR”) of our stock calculated based on the 30-day trading average closing stock price from December 10, 2020 and ending on December 10, 2023.

Key Features of the 2021 Plan

The 2021 Plan contains a number of provisions that we believe are consistent with best practices in equity compensation and which protect the interests of our stockholders:

The above description of key features is a summary only and is qualified in its entirety by reference to the complete text of the 2021 Plan, which is attached to this Proxy Statement as Appendix B and which we encourage stockholders to read in its entirety.

held annually. Our Board believes that holding a vote every year is the 2021 Planmost appropriate option because (i) it would enable our stockholders to provide us with input regarding the compensation of our NEOs on a timely basis; and (ii) it is consistent with our practice of engaging with our stockholders, and obtaining their input, on our corporate governance matters and our executive compensation philosophy, policies, and practices.

Although the advisory vote is non-binding, the Board will serve a critical role in attracting and retainingreview the high caliber employees, consultants and directors essential to our success and in motivating these individuals to strive to meet our goals. Therefore, our Board urges you to vote to approve the adoptionresults of the 2021 Plan.

Summary of the 2021 Plan

The following summary of the 2021 Plan is qualifiedvote and consider our stockholders’ concerns and take them into account when determining how often to include a Say on Pay proposal in its entirety by the specific language of the 2021 Plan, a copy of which is attached to thisour proxy statement as Appendix B.

General. The purpose of the 2021 Plan is to advance our interests and the interests of our stockholders by providing an incentive program that will enable us to attract and retain employees, consultants and directors andmaterials. We currently intend to provide them with an equity interest in the growth and profitability of our Company. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and cash-based awards.

Authorized Shares. The maximum aggregate number of shares authorized for issuance under the 2021 Plan is the sum of 2,000,000 shares plus (1) up to 663,856 additional shares that remain available for future awards under the Predecessor Plan immediately prior to its terminationa Say on the date of the Annual Meeting and (2) up to 1,500,365 shares subject to options and other awards outstanding under the Predecessor Plan immediately prior to its termination on the date of the Annual Meeting that subsequently expire or are forfeited for any reason.

As of January 4, 2021, 663,856 shares remained available for grant under the Predecessor Plan. If our stockholders approve adoption of the 2021 Plan, our Board will immediately terminate the Predecessor Plan, and any of these shares that are not then subject to outstanding awards will cease to be available for grant under the Predecessor Plan and will instead become available for grant under the 2021 Plan as described above. As of January 4, 2021, 1,500,365 shares remained subject to unexercised options and other unvested awards subject to potential forfeiture under the Predecessor Plan.

Share Counting. Each share made subject to an award will reduce the number of shares remaining available for grant under the 2021 Plan by one (1) share. If any award granted under the 2021 Plan expires or otherwise terminates for any reason without having been exercised or settled in full, or if shares subject to forfeiture or repurchase are forfeited or repurchased by the Company for not more than the participant’s purchase price, any such shares reacquired or subject to a terminated award will again become available for issuance under the 2021 Plan. Shares will not be treated as having been issued under the 2021 Plan and will therefore not reduce the number of shares available for issuance to the extent an award is settled in cash. Shares that are withheld or that are tendered in payment of the exercise price of an option will not be made available for new awards under the 2021 Plan. Shares purchased in the open market with option exercise proceeds will not increase the maximum number of shares that may be issued under the 2021 Plan. Shares withheld or reacquired by the Company in satisfaction of a tax withholding obligation in connection with the vesting or settlement of any full value award or the exercise of options or stock appreciation rights will not be made available for new awards under the 2021 Plan. Upon the exercise of a stock appreciation right or net-exercise of an option, the number of shares available under the 2021 Plan will be reduced by the gross number of shares for which the award is exercised.

Adjustments for Capital Structure Changes. Appropriate and proportionate adjustments will be made to the number of shares authorized under the 2021 Plan, to the numerical limits on certain types of awards described below, and to outstanding awards in the event of any change in our common stock through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in our capital structure, or if we make a distribution to our stockholders in a form other than common stock (excluding regular, periodic cash dividends) that has a material effect on the fair market value of our common stock. In such circumstances, our Compensation Committee also has the discretion under the 2021 Plan to adjust other terms of outstanding awards as it deems appropriate.

Nonemployee Director Award Limits. No non-employee director may be granted in any fiscal year awards under the 2021 Plan having an aggregate grant date fair value that, when taken together with any cash fees paid to the director in the same fiscal year, exceeds $750,000. Grant date fair value will be determined for this purpose in accordance with applicable financial accounting principles.

Other Award Limits. The 2021 Plan establishes limits on the maximum aggregate number of shares or dollar value for which awards may be granted to a participant in any fiscal year, as follows:

In addition, to comply with applicable tax rules, the 2021 Plan also limits to 4,164,221 the number of shares that may be issued upon the exercise of incentive stock options granted under the 2021 Plan.

Administration. The 2021 Plan generally will be administered by our Compensation Committee, although our Board retains the right to appoint another of its committees to administer the 2021 Plan or to administer the 2021 Plan directly. (For purposes of this summary, references to “our Compensation Committee” shall be inclusive of a duly appointed committee or our Board, as the case may be.) Subject to the provisions of the 2021 Plan, our Compensation Committee determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of awards, and all of their terms and conditions. Our Compensation Committee may, subject to certain limitations on the exercise of its discretion provided by the 2021 Plan (including in connection with a change in control of UTI), amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award.

The 2021 Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2021 Plan. All awards granted under the 2021 Plan will be evidenced by a written or digitally signed agreement between us and the participant specifying the terms and conditions of the award, consistent with the requirements of the 2021 Plan. Our Compensation Committee will interpret the 2021 Plan and awards granted thereunder, and all determinations of our Compensation Committee generally will be final and binding on all persons having an interest in the 2021 Plan or any award.

Prohibition of Option and SAR Repricing. The 2021 Plan expressly provides that, without the approval of a majority of the votes cast in person or by proxy at a meeting of our stockholders, our Compensation Committee may not provide for any of the following with respect to underwater options or stock appreciation rights: (1) either the cancellation of such outstanding options or stock appreciation rights in exchange for the grant of new options or stock appreciation rights at a lower exercise price or the amendment of outstanding options or stock appreciation rights to reduce the exercise price, (2) the issuance of new full value awards in exchange for the cancellation of such outstanding options or stock appreciation rights, or (3) the cancellation of such outstanding options or stock appreciation rights in exchange for payments in cash.

Minimum Vesting. No more than five percent (5%) of the aggregate number of shares authorized under the 2021 Plan may be issued pursuant to awards that provide for service-based vesting over a period of less than one year or performance-based vesting over a performance period of less than one year. This minimum vesting requirement will not prohibit our Compensation Committee from accelerating vesting in connection with a participant’s death or disability or in connection with a change in control of UTI, as limited by the terms of the 2021 Plan. Also, the minimum vesting requirement will not apply to awards granted by another company that we assume or substitute for in connection with our acquisition of such company.

Eligibility. Awards may be granted to employees, directors and consultants of UTI or any present or future parent or subsidiary corporation or other affiliated entity of UTI. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of UTI or any parent or subsidiary corporation of UTI. As of September 30, 2020, we had approximately 1,575 employees, including nine executive officers, and seven non-employee directors who would be eligible under the 2021 Plan.

Stock Options. Our Compensation Committee may grant nonstatutory stock options, incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or any combination of these. The exercise price of each option may not be less than the fair market value of a share of our common stock on the date of grant. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of UTI or any parent or subsidiary corporation of UTI (a “10% Stockholder”) must have an exercise price equal toPay proposal at least 110% of the fair market value of a share of our common stock on the date of grant. On January 4, 2021, the closing price of our common stock as reported on the New York Stock Exchange was $6.33 per share.once every year.

The 2021 Plan provides that the option exercise price may be paid in cash, by check, or cash equivalent; by means of a broker-assisted cashless exercise; by means of a net-exercise procedure; to the extent legally permitted, by tender to us of shares of common stock owned by the participant having a fair market value not less than the exercise price; by such other lawful consideration as approved by our Compensation Committee; or by any combination of these. Nevertheless, our Compensation Committee may restrict the forms of payment permitted in connection with any option grant. No option may be exercised unless the participant has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option, including, if permitted or required by us, through the participant’s surrender of a portion of the option shares to us.

Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by our Compensation Committee, subject to the minimum vesting requirements described above. The maximum term of any option granted under the 2021 Plan is ten years, provided that an incentive stock option granted to a 10% Stockholder must have a term not exceeding five years. Unless otherwise permitted by our Compensation Committee, an option generally will remain exercisable for three months following the participant’s termination of service, provided that if service terminates as a result of the participant’s death or disability, the option generally will remain exercisable for 12 months, but in any event the option must be exercised no later than its expiration date.

Options are nontransferable by the participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant. However, an option may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by our Compensation Committee and, in the case of an incentive stock option, only to the extent that the transfer will not terminate its tax qualification. No option may be transferred to a third-party financial institution for value.

Stock Appreciation Rights. Our Compensation Committee may grant stock appreciation rights either in tandem with a related option (a “Tandem SAR”) or independently of any option (a “Freestanding SAR”). A Tandem SAR requires the option holder to elect between the exercise of the underlying option for shares of common stock or the surrender of the option and the exercise of the related stock appreciation right. A Tandem SAR is exercisable only at the time and only to the extent that the related stock option is exercisable, while a Freestanding SAR is exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by our Compensation Committee. The exercise price of each stock appreciation right may not be less than the fair market value of a share of our common stock on the date of grant.

Upon the exercise of any stock appreciation right, the participant is entitled to receive an amount equal to the excess of the fair market value of the underlying shares of common stock as to which the right is exercised over the aggregate exercise price for such shares. Payment of this amount upon the exercise of a Tandem SAR may be made only in shares of common stock whose fair market value on the exercise date equals the payment amount. At our Compensation Committee’s discretion, payment of this amount upon the exercise of a Freestanding SAR may be made in cash or shares of common stock. The maximum term of any stock appreciation right granted under the 2021 Plan is ten years.

Stock appreciation rights are generally nontransferable by the participant other than by will or by the laws of descent and distribution, and are generally exercisable during the participant’s lifetime only by the participant. If permitted by our Compensation Committee, a Tandem SAR related to a nonstatutory stock option and a Freestanding SAR may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by our Compensation Committee. Other terms of stock appreciation rights are generally similar to the terms of comparable stock options.

Restricted Stock Awards. Our Compensation Committee may grant restricted stock awards under the 2021 Plan either in the form of a restricted stock purchase right, giving a participant an immediate right to purchase common stock, or in the form of a restricted stock bonus, in which stock is issued in consideration for services to us rendered by the participant. Our Compensation Committee determines the purchase price payable under restricted stock purchase awards, which may be less than the then current fair market value of our common stock. Restricted stock awards may be subject to vesting conditions based on such service or performance criteria as our Compensation Committee specifies, including the attainment of one or more performance goals similar to those described below in connection with performance awards. Shares acquired pursuant to a restricted stock award may not be transferred by the participant until vested. Unless otherwise provided by our Compensation Committee, a participant will forfeit any shares of restricted stock as to which the vesting restrictions have not lapsed prior to the participant’s termination of service. Participants holding restricted stock will have the right to vote the shares and to receive any dividends or other distributions paid in cash or shares, subject to the same vesting conditions as the original award.

Restricted Stock Units. Our Compensation Committee may grant restricted stock units under the 2021 Plan, which represent rights to receive shares of our common stock at a future date determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award, the consideration for which is furnished in the form of the participant’s services to us. Our Compensation Committee may grant restricted stock unit awards subject to the attainment of one or more performance goals similar to those described below in connection with performance awards, or may make the awards subject to vesting conditions similar to those applicable to restricted stock awards. Restricted stock units may not be transferred by the participant. Unless otherwise provided by our Compensation Committee, a participant will forfeit any restricted stock units which have not vested prior to the participant’s termination of service. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, our Compensation Committee may grant restricted stock units that entitle their holders to dividend equivalent rights, which are rights to receive cash or additional restricted stock units whose value is equal to any cash dividends we pay. Dividend equivalent rights will be subject to the same vesting conditions and settlement terms as the original award.

Performance Awards. Our Compensation Committee may grant performance awards subject to such conditions and the attainment of such objective or subjective performance goals over such periods as our Compensation Committee determines in writing and sets forth in a written agreement between us and the participant. These awards may be designated as performance shares or performance units, which consist of unfunded bookkeeping entries generally having initial values equal to the fair market value determined on the grant date of a share of common stock in the case of performance shares and a monetary value established by our Compensation Committee at the time of grant in the case of performance units. Performance awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more performance goals are attained within a predetermined performance period. To the extent earned, performance awards may be settled in cash, shares of common stock (including shares of restricted stock that are subject to additional vesting) or any combination of these.

Objective performance goals will be based on the attainment of specified target levels with respect to one or more measures of business or financial performance of UTI and each subsidiary corporation consolidated with UTI for financial reporting purposes, or such division or business unit of UTI as may be selected by our Compensation Committee. Performance goals based on subjective criteria will be determined on a basis

established by our Compensation Committee in granting the award. Our Compensation Committee, in its discretion, may base performance goals on one or more of the following such measures (or any other metric or goals our Compensation Committee may determine): revenue; sales; expenses; operating income; gross margin; operating margin; earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; pre-tax profit; adjusted pre-tax profit; net operating income; net income; economic value added; free cash flow; operating cash flow; balance of cash, cash equivalents and marketable securities; stock price; earnings per share; return on stockholder equity; return on capital; return on assets; return on investment; total stockholder return, employee satisfaction; employee retention; market share; customer satisfaction; product development; research and development expense; completion of an identified special project, completion of a joint venture or other corporate transaction, and personal performance objectives established for an individual participant or group of participants.

The target levels with respect to these performance measures may be expressed on an absolute basis or relative to an index, budget or other standard specified by our Compensation Committee. The degree of attainment of performance measures will be calculated in accordance with our financial statements, generally accepted accounting principles, if applicable, or other methodology established by our Compensation Committee, but prior to the accrual or payment of any performance award for the same performance period, and, according to criteria established by our Compensation Committee, excluding the effect (whether positive or negative) of changes in accounting standards or any unusual or infrequently occurring event or transaction occurring after the establishment of the performance goals applicable to a performance award.

Following completion of the applicable performance period, our Compensation Committee will determine the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant. Our Compensation Committee may make positive or negative adjustments to performance award payments to reflect an individual’s job performance or other factors determined by our Compensation Committee. In its discretion, our Compensation Committee may provide for a participant awarded performance shares to receive dividend equivalent rights with respect to cash dividends paid on our common stock to the extent that the performance shares become vested. Our Compensation Committee may provide for performance award payments in lump sums or installments.

Unless otherwise provided by our Compensation Committee, if a participant’s service terminates due to the participant’s death or disability prior to completion of the applicable performance period, the final award value will be determined at the end of the performance period on the basis of the performance goals attained during the entire performance period but will be prorated for the number of days of the participant’s service during the performance period. Our Compensation Committee may provide similar treatment for a participant whose service is involuntarily terminated. If a participant’s service terminates prior to completion of the applicable performance period for any other reason, the 2021 Plan provides that the performance award will be forfeited. No performance award may be sold or transferred other than by will or the laws of descent and distribution prior to the end of the applicable performance period.

Cash-Based Awards and Other Stock-Based Awards. Our Compensation Committee may grant cash-based awards or other stock-based awards in such amounts and subject to such terms and conditions as our Compensation Committee determines. Cash-based awards will specify a monetary payment or range of payments, while other stock-based awards will specify a number of shares or units based on shares or other equity-related awards. Such awards may be subject to vesting conditions based on continued performance of service or subject to the attainment of one or more performance goals similar to those described above in connection with performance awards. Settlement of awards may be in cash or shares of common stock, as determined by our Compensation Committee. A participant will have no voting rights with respect to any such award unless and until shares are issued pursuant to the award. Our Compensation Committee may grant dividend equivalent rights with respect to other stock-based awards that will be subject to the same vesting conditions and settlement terms as the original award. The effect on such awards of the participant’s termination of service will be determined by our Compensation Committee and set forth in the participant’s award agreement.

Change in Control. The 2021 Plan provides that a “Change in Control” occurs upon (a) a person or entity (with certain exceptions described in the 2021 Plan) becoming the direct or indirect beneficial owner of more than 50% of the total fair market value or total combined voting power of our voting stock; (b) a date specified by our Compensation Committee following stockholder approval of a liquidation or dissolution of UTI; or (c) the occurrence of any of the following events upon which our stockholders immediately before the event do not retain immediately after the event direct or indirect beneficial ownership of more than 50% of the total combined voting power of UTI voting securities, its successor or the entity to which the assets of the company were transferred: (i) a sale or exchange by our stockholders in a single transaction or series of related transactions of more than 50% of our voting stock; (ii) a merger or consolidation in which we are a party; or (iii) the sale, exchange or transfer of all or substantially all of our assets (other than a sale, exchange or transfer to one or more of our subsidiaries).

If a Change in Control occurs, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume or continue outstanding awards or substitute substantially equivalent awards for its stock. If so determined by our Compensation Committee, stock-based awards will be deemed assumed if, for each share subject to the award prior to the Change in Control, its holder is given the right to receive the same amount of consideration that a stockholder would receive as a result of the Change in Control. Any awards that are not assumed or continued in connection with a Change in Control or exercised or settled prior to the Change in Control will terminate effective as of the time of the Change in Control.

The 2021 Plan also authorizes our Compensation Committee, in its discretion and without the consent of any participant, to cancel each or any award denominated in shares of stock upon a Change in Control in exchange for a payment to the participant with respect each vested share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the Change in Control transaction over the exercise or purchase price per share, if any, under the award.

Subject to the restrictions of Section 409A of the Code (“Section 409A”), our Compensation Committee may provide for the acceleration of vesting or settlement of outstanding time-based awards that will not be assumed, continued or replaced with a substitute award for shares tradable on a U.S. securities exchange upon a Change in Control or are held by a participant whose service is terminated other than for cause or as a result of resignation for good reason upon or following a Change in Control. If a performance-based award will not be assumed, continue or replaced with a substitute award for shares tradable on a U.S. securities exchange upon a Change in Control or is held by a participant whose service is terminated other than for cause or as a result of resignation for good reason upon or following a Change in Control, our Compensation Committee may provide for vesting and settlement of the award either (a) based upon the actual achievement of the applicable performance goals through the date of the Change in Control or termination of employment or (b) to the extent that the award would be earned if 100% of the target level of the performance goals were achieved and prorated for the portion of the performance period elapsed prior to the date of the Change in Control or termination of employment. The vesting of all awards held by non-employee directors will be accelerated in full upon a Change in Control.

Awards Subject to Section 409A. Certain awards granted under the 2021 Plan may be deemed to constitute “deferred compensation” within the meaning of Section 409A, which provides rules regarding the taxation of nonqualified deferred compensation plans, and the regulations and other administrative guidance issued pursuant to Section 409A. Any such awards will be required to comply with the requirements of Section 409A. Notwithstanding any provision of the 2021 Plan to the contrary, our Compensation Committee is authorized, in its sole discretion and without the consent of any participant, to amend the 2021 Plan or any award agreement as it deems necessary or advisable to comply with Section 409A.

Amendment, Suspension or Termination. The 2021 Plan will continue in effect until its termination by our Compensation Committee, provided that no awards may be granted under the 2021 Plan following the tenth (10^th) anniversary of the 2021 Plan’s effective date, which will be the date on which it is approved by our

stockholders. Our Compensation Committee may amend, suspend or terminate the 2021 Plan at any time, provided that no amendment may be made without stockholder approval that would increase the maximum aggregate number of shares of stock authorized for issuance under the 2021 Plan, change the class of persons eligible to receive incentive stock options or require stockholder approval under any applicable law or the rules of any stock exchange on which UTI’s shares are then listed. No amendment, suspension or termination of the 2021 Plan may affect any outstanding award unless expressly provided by our Compensation Committee, and, in any event, may not have a materially adverse effect an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule, including, but not limited to, Section 409A.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2021 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Incentive Stock Options. A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Participants who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option will normally recognize a capital gain or loss upon the sale of the shares equal to the difference, if any, between the sale price and the purchase price of the shares. If a participant satisfies such holding periods upon a sale of the shares, we will not be entitled to any deduction for federal income tax purposes. If a participant disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the option exercise date and the exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

In general, the difference between the option exercise price and the fair market value of the shares on the date of exercise of an incentive stock option is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to participants subject to the alternative minimum tax.

Nonstatutory Stock Options. Options not designated or qualifying as incentive stock options are nonstatutory stock options having no special tax status. A participant generally recognizes no taxable income upon receipt of such an option. Upon exercising a nonstatutory stock option, the participant normally recognizes ordinary income equal to the difference between the exercise price paid and the fair market value of the shares on the date when the option is exercised. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the exercise date, will be taxed as capital gain or loss. We generally should be entitled to a tax deduction equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonstatutory stock option, except to the extent such deduction is limited by applicable provisions of the Code.

Stock Appreciation Rights. A participant recognizes no taxable income upon the receipt of a stock appreciation right. Upon the exercise of a stock appreciation right, the participant generally will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code.

Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income equal to the excess of the fair market value of the shares on the “determination date” over the price paid, if any, for such shares. The “determination date” is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture (e.g., when they become vested). If the determination date follows the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to designate the date of acquisition as the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date on which the shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the determination date, will be taxed as capital gain or loss. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Restricted Stock Unit, Performance, Cash-Based and Other Stock-Based Awards. A participant generally will recognize no income upon the receipt of a restricted stock unit, performance share, performance unit, cash-based or other stock-based award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of settlement in an amount equal to the cash received and the fair market value of any substantially vested shares of stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described above under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the determination date (as defined above under “Restricted Stock”), will be taxed as capital gain or loss. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

New 2021 Plan Benefits

No awards will be granted under the 2021 Plan prior to its approval by our stockholders. All awards will be granted at the discretion of our Compensation Committee, and, accordingly, are not yet determinable.

Required Vote and Board Recommendation

Approval of this proposal requires the affirmative vote of a majority of the shares of capital stock present or represented by proxy and entitled to vote on this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have the same effect as a negative vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not have authority to vote your shares. Broker non-votes will have no effect on the outcome of this vote. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum.

Our Board believes that the proposed adoption of the 2021 Plan is in the best interests of UTI and our stockholders for the reasons stated above.

OURTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”TO HOLD AN ADVISORY VOTE ON THE APPROVALCOMPENSATION OF THE ADOPTION OF THE 2021 PLAN.OUR NAMED EXECUTIVE OFFICERS EVERY “ONE YEAR.”

23

The following table summarizes our equity compensation plan information as of September 30, 2020.2022. Information is included for both equity compensation plans approved by our stockholders and equity plans not approved by our stockholders.

24

We had an operating loss of $3.9 million for the fiscal year ended September 30, 2020, compared to an operating loss of $7.8$14.9 million in the prior year. Our operating expenses for fiscal 2020 decreased 10.2%2022 increased 23.8% as compared to the prior year primarily due to cost management initiatives, as well as decreasessupport activities related to the increase in compensationstudent enrollment and benefit costs, depreciation expense, and contract and professional services expenses.the acquisition of MIAT. Productivity improvements and proactive cost actions have been a key part of our operating model for the past several years, and we continue to identify and execute on efficiency opportunities throughout our cost structure, while improving and investing in the overall student experience. Net income for the year ended September 30, 20202022 was $8.0$25.8 million compared to a net loss of $7.9$14.6 million in the prior year.

Our core business strategies are aligned with our mission to serve students, partners and communities by providing quality education and training for in-demand careers. Additionally, as we evolve our business model, we are focused on growth and diversification which is achieved through acquisitions, opening new campus locations, the expansion of new program offerings, and new funding and business operating models.

During the year and includes a $10.7 million tax benefit resulting from the application of revised net operating loss carryback regulations of the Coronavirus Aid, Relief, and Economic Security (“CARESAct”).

We continue to focus onended September 30, 2022, we executed the following key strategies as we identify opportunities for growth:part of our growth and diversification strategy:

27

leadership. Accordingly, the compensation package of our CEO is generally designed to support this belief while, at the same time, fulfilling our overall compensation objectives, including rewarding sustainable growth as reflected by our financial performance and favorable student outcomes, effective cost management and consistent operational excellence. For fiscal 2020,2022, to support our focus on returning to profitability, the compensation package for our CEO:

Say on Pay Votes

We hold stockholder advisory votes required by Section 14A of the Exchange Act (“Say on Pay votes”) on the compensation of our NEOs every three years, the most recent of which occurred at our annual meeting in 2020. Our 2020 Say on Pay proposal received overwhelming support, achieving 99% approval, excluding broker non-votes. Our Compensation Committee considers the results of our Say on Pay votes, together with the other factors discussed in this CD&A, as it considers appropriate when it reviews and modifies our compensation program and the compensation packages provided to our NEOs. We received feedback from one institutional investor and met with them to seek input on governance and executive compensation matters, and to address their questions and concerns.

20202022 Executive Compensation Policies and Practices

We endeavor to maintain sound governancecompensation standards consistent with our executive compensation policies and practices. Our Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during fiscal 2020:2022:

29

management performance in the context of current business and economic conditions and our performance relative to our peers. Because our NEOs have broad policy-making authority, our Compensation Committee holds them responsible for our financial performance and for upholding our values in a competitive marketplace.

In this highly competitive market for top executive talent, we generally believe that it is important if not consistent with our other objectives, to provide our executive officers with incentives that align with the interests of our stockholders, are internally and externally equitable, promote a culture of innovation and results-oriented service for our students and customers, and discourage undue risk-taking. We also believe an effective executive compensation program rewards the achievement of short-term, long-term and strategic objectives that are closely aligned with the soundness of our business and the interests of our stockholders and encourages appropriate decision-making regarding the long-term value of our business.

Therefore, we generally believe that a meaningful portion of each executive officer’s target total direct compensation opportunity should be “at-risk”“at-risk” and earned only if his or her performance benefits the interests of our stockholders. For fiscal 2020, we awarded long and short-term incentive compensation awards to our NEOs.

31

“pay-for-performance” linkage; executive cash and broad-based equity incentive program design; executive officer employment and other agreements; and other ad hoc support. In fiscal 2020, Compensia provideddirector remuneration, regulatory and proxy advisory updates, to our Compensation Committee. review of the proxy and other ad hoc support.

Pearl Meyer provided guidance on clawback policies, proposed refinements to our executive compensation philosophy, and assisted with the peer group review and market analysis.

Compensation consultants serveserves at the direction of, and reportreports directly to, our Compensation Committee. A representative of Pearl Meyer attends all Compensation Committee meetings. Pearl Meyer does not perform any other services for us unless directed to do so by our Compensation Committee. Other than the work described above, there are no other material relationships between Pearl Meyer and us, our executive officers or members of our Board.

Our Compensation Committee has analyzed whether or not the work performed by each of Compensia and Pearl Meyer as a compensation consultant has raised any conflicts of interest, taking into consideration the factors as set forth in the listing standards of the NYSE. Based upon its analysis, our Compensation Committee has determined that the work performed by Compensia and Pearl Meyer has not created any conflicts of interest.

The Role of Competitive Positioning. To evaluate the competitiveness of our executive compensation program, our Compensation Committee generally compares each compensation element, as well as the total direct compensation of our executive officers, including our NEOs, against the compensation practices of a group of peer companies. In selecting the peer group companies, our Compensation Committee considers the following criteria: (i) focus on companies in the education services industry, or other education-related industry, or a counter-cyclical industry,industries, headquartered in the United States and traded on a major U.S. stock exchange; and (ii) revenue, market capitalization, assets and headcount within a reasonable range of UTI.

The fiscal 20202022 compensation peer group consisted of the following companies:

In addition to compensation peer group data, we also review compensation plan designs of other education service companies and compile and analyze job-specific compensation survey data prepared from general industry organizations for companies with similar revenue levels. For fiscal 2020,2022, the compensation surveys used were Mercer’s Benchmark Databaseincluded Mercer PayFactors, Pearl Meyer and PayFactors Survey Database.Willis Towers Watson survey databases. The data drawn from these surveys is combined with the data derived from the companies in the compensation peer group to create a set of composite comparison data (the “Competitive Market Data”). In the case of executive officers where compensation data is publicly available from SEC filings, the data derived from the companies in the compensation peer group is weighted equally with the compensation survey data in developing the Competitive Market Data for their positions.

34

administrators (Vanguard(Fidelity and Newport Group). Typically, we target the median of this data to maintain competitive levels with respect to each of our employee benefits programs.

20202022 Executive Compensation Program Decisions in Detail

Base Salary

Each year, our Compensation Committee reviews the base salaries of our executive officers, including our NEOs, using the process described above. In making base salary adjustment recommendations, our Compensation Committee considers our current business environment, the Competitive Market Data and each executive officer’s past performance, anticipated future contributions, role, responsibilities, skills and experience. None of our NEOsFor fiscal 2022, Messrs. Anderson, Fesperman and Kevane received basemerit-based salary increases for fiscal 2020,of 9.6%, 6.2% and 7.7% respectively, as shownset forth in the table below, other than Mr. Grant, who received a salary adjustment in connection with his promotion to CEO. The most recent base salary adjustment for our NEOs was a 2% cost-of-living adjustment to base salary in December 2015.below.

Our NEOs’ base salaries for fiscal 20202022 are included in “Executive Compensation—Fiscal 20202022 Summary Compensation Table” below.

20202022 Annual Management Incentive Plan (“MIP”) Design

Our annual incentive compensation supports our Compensation Committee’s pay-for-performance philosophy and aligns individual payouts with the goals set forth in our annual operating plan. Under the MIP, executives are eligible for cash awards based on our attainment of performance goals established by our Compensation Committee and our Board as part of our annual operating and strategic planning process. For fiscal 2020,2022, the MIP was designed to provide eligible participants, including our NEOs, target bonus payouts, contingent on expected individual performance, if we achieved targeted goals. The MIP provides that a maximum bonus opportunity of 150% of each individual’s target could be achieved for achieving superior results, andwith a minimum bonus opportunity of 25% at threshold and 0% atfor achievement below the threshold performance level.

Target Cash Incentive Award Opportunities under the MIP

Our Compensation Committee considered (i) the desired target total cash compensation opportunity and target total direct compensation opportunity that it believed were reasonable and appropriate for each executive officer, (ii) each executive officer’s prior annual cash incentive awards, (iii) our current business environment, (iv) the Competitive Market Data, and (v) each executive officer’s past performance, anticipated future contributions, role, responsibilities, skills and experience when establishing their target annual cash incentive

35

bonus target was increased to 85% to reflect his promotion to CEO.based on the foregoing factors. Our Compensation Committee recommended, and the independent members of our Board approved, the following target annual cash incentive award opportunities for our NEOs for fiscal 2020.2022.

Corporate Performance Measures

The target annual cash incentive awards of our NEOs were based on our financial performance as measured by our Pre-Bonus Adjusted Net IncomeEBITD achieved during fiscal 2020,2022, calculated by taking the Net income,Adjusted EBITDA as reportednoted and presented in our Consolidated Statements of Operations included in our Annual Report on the Company’s Form 10-K8-K, dated December 12, 2022, for the fourth quarter and fiscal year ended September 30, 2020, less2022, the bonus expense recorded in both Educational services and facilities and Selling, general and administrative during the year ended September 30, 20202022 (“Pre-Bonus Adjusted Net Income”). This amount may be further adjusted by our Compensation Committee, in its discretion, for final budget, acquisitions and divestitures, unplanned restructuring costs, regulatory and accounting changes, and unusual or extraordinary events which result in a significant impact to the goals. Our Compensation Committee recommended, and the independent members of our Board selected, these performance measures for the annual cash incentive awards because it believed that it effectively captured our need to reward performance and contain costs during fiscal 2020.2022. Pre-Bonus Adjusted Net IncomeEBITDA goals were $13,700,000, $23,700,000$53,000,000, $65,000,000 and $34,800,000$73,000,000 for threshold, target, and maximum potential award payouts, respectively.

Actual Annual Cash Incentive Awards

Despite the impact of the COVID-19 pandemic, we were able to deliverWe delivered strong financial results for the year ended September 30, 2020. As part2022 but were just short of meeting our response to the COVID-19 pandemic,targets. Based on our Compensation Committee approved adjustments to net income calculation to recognize our management’s efforts to conserve costs and preserve stockholder value through the uncertainty associated with this ongoing crisis, including launching new welding programs, pursuing new acquisitions and capital markets offerings, and through residual impacts of the lease accounting standard made effective October 1, 2019. Actual Pre-Bonus Adjusted Net IncomeEBITDA for fiscal 2020 was approximately $20.5 million, which, under the MIP, would have resulted in a payout2022 of approximately 76% of the target. However, given the delayed student graduations, COVID-19-related campus closures, tax changes, and the CARES Act,$55.9 million, our Compensation Committee approved a reduced payoutawarded bonuses equal to 91.5% of 60% of the target for all employees participating under the MIP.target. The amounts of these bonuses earned by our NEOs are shown in “Executive Compensation—Fiscal 20202022 Summary Compensation Table”.

Long-Term Incentive Compensation

Our long-term incentive compensation is designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of our NEOs with those of our stockholders. Awards are expressed in dollars and anticipated to be granted annually. For fiscal 2020,2022, the long-term incentive compensation awards included a mix of 50%47% performance units and 50%53% restricted stock units.

The performance unit awards are “at-risk”“at-risk” performance-based compensation that encourages and rewards long-term performance using revenue, operating income, and total shareholder return growth measuremeasured over a two-yearmulti-year performance period. The restricted stock unit awards vest in three equal annual installments, on each

36

For more information about the performance awards granted to our NEOs, see “Executive Compensation—Fiscal 2020 Summary Compensation Table” and “Executive Compensation—Fiscal 2020 Grants of Plan-Based Awards Table” below.

Fiscal Year 2020 Equity GrantAward

In December 2019,January 2020, our Compensation Committee recommended, and the independent members of our Board approved, the “FY 2020 Grant.

TheGrants” which included both performance unit awards for the FY 2020 Grant were as follows:

Theand restricted stock unit awards for the FYawards.

The fiscal 2020 Grant were as follows:

A Closer Look at Performance Unit Awards. These performance unit awards arewere tied to a two-year financial performance period ending on September 30, 2021, wherein performance iswas measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units earned are subject to a modifier based on a two-year compound annual total shareholder return (“TSR”) of our stock calculated based on the 30-day trading average closing stock price from the beginning of the performance period (January 7, 2020) and the end of the performance period (January 6, 2022). The calculated performance will reflectreflects stock price appreciation and any dividends paid on common shares (excluding preferred dividends). The maximum number of performance units that cancould be earned is 187.5% of the target award.

The pay and performance scale for the Fiscal Year 2020 GrantFY2020 Grants is as follows: