UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 2023
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 1-31923 | 86-0226984 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | |
4225 East Windrose Drive, Suite 200 Phoenix, AZ (Address of principal executive offices) | 85032 (Zip Code) |
(623) 445-9500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | UTI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
☐ Emerging growth company
¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Universal Technical Institute, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on March 2, 2023. At the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 17, 2023. The voting results for each of the proposals are set forth below.
Proposal 1: The stockholders elected each of the four nominees as Class I Directors to serve a three-year term ending in 2026, or until the Director’s successor is duly elected and qualified, as follows:
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| Director | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| David A. Blaszkiewicz | | 21,573,417 | | | 229,690 | | | 3,247,637 | | | 2,540,153 | |
| Robert T. DeVincenzi | | 22,907,102 | | | 1,432,872 | | | 710,770 | | | 2,540,153 | |
| Jerome A. Grant | | 24,188,012 | | | 150,481 | | | 712,251 | | | 2,540,153 | |
| Shannon Okinaka | | 24,919,303 | | | 127,676 | | | 3,765 | | | 2,540,153 | |
Proposal 2: The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending September 30, 2023 as follows:
| | | | | | | | | | | | | | | | | | | | | | |
| Audit Firm | | Votes For | | Votes Against | | Abstentions | | |
| Deloitte & Touche LLP | | 27,485,910 | | | 8,028 | | | 96,959 | | | |
Proposal 3: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
| | | | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | | |
| 22,390,700 | | | 2,636,624 | | | 23,420 | | | 2,540,153 | | | |
Proposal 4: The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers as follows:
| | | | | | | | |
| | Votes For |
| One Year: | | 23,091,922 | |
| Two Years: | | 36,908 | |
| Three Years: | | 1,912,502 | |
| Abstentions: | | 9,412 | |
Based on the results of this advisory vote, and consistent with the recommendation of the Board of Directors (the “Board”) of the Company, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Universal Technical Institute, Inc. |
| | | | | |
| Dated: | March 7, 2023 | | By: | | /s/ Christopher Kevane |
| | | Name: | | Christopher Kevane |
| | | Title: | | Senior Vice President and Chief Legal Officer |
