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
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| Date of Report (Date of Earliest Event Reported): | | February 23, 2011 |
Universal Technical Institute, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-31923 | 86-0226984 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 20410 North 19th Avenue, Suite 200, Phoenix, Arizona | | 85027 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 623-445-9500 |
Not Applicable
______________________________________________
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
Universal Technical Institute, Inc. (the “Company”) held its Annual Meeting of Stockholders on February 23, 2011.
The stockholders elected each of the three nominees as Class I Directors to serve a three-year term ending in 2014, or until the Director’s successor is duly elected and qualified:
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| Director | | Affirmative Votes | | Votes Against | | Votes Withheld | | Broker Non-Votes |
| Conrad A. Conrad | | | 22,243,493 | | | | 139,619 | | | | 6,596 | | | | 1,363,458 | |
| Alan E. Cabito | | | 22,157,893 | | | | 225,219 | | | | 6,596 | | | | 1,363,458 | |
| Kimberly J. McWaters | | | 22,102,305 | | | | 286,185 | | | | 1,218 | | | | 1,363,458 | |
The stockholders ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for the Company for the year ending September 30, 2011:
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| Affirmative Votes | | Votes Against | | Abstain | | Broker Non-Votes |
| 23,563,543 | | | 182,813 | | | | 6,810 | | | | 0 | |
The advisory vote on the compensation of the Named Executive Officers was approved:
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| Affirmative Votes | | Votes Against | | Abstain | | Broker Non-Votes |
| 20,887,722 | | | 792,022 | | | | 710,464 | | | | 1,363,458 | |
The advisory vote on the frequency of the vote on the compensation of the Named Executive Officers is recommended every three years:
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| Three Years | | Two Years | | One Year | | Abstain |
| 10,746,865 | | | 575,284 | | | | 10,354,042 | | | | 713,517 | |
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. |
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| February 25, 2011 | | By: | | /s/ Chad A Freed
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| | | | | Name: Chad A Freed |
| | | | | Title: General Counsel, Senior Vice President of Business Development |
