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)
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October 16, 2019
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Universal Technical Institute, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31923
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86-0226984
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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16220 North Scottsdale Road, Suite 500, Scottsdale, Arizona
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85254
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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623-445-9500
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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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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UTI
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New York Stock Exchange
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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).
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Emerging growth company ¨
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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 2.02 Results of Operations and Financial Condition.
On October 21, 2019, we issued a press release discussing preliminary full year 2019 results and expectation for full year 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 to Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of President and Chief Executive Officer
On October 16, 2019, Kimberly J. McWaters, our President and Chief Executive Officer, informed our Board of Directors of her intention to retire and resign from her position as President and Chief Executive Officer and from all other positions she holds with our company and any of its affiliates (other than as a member of our Board of Directors) effective as of October 31, 2019 (the “Retirement Date”). Following her retirement, Ms. McWaters will continue to serve as a Class I member of our Board of Directors.
In connection with Ms. McWaters’ retirement, we have entered into a Retirement Agreement and Release of Claims, effective as of the Retirement Date, pursuant to which (i) Ms. McWaters will retire from active employment with our company, and her relationship as an employee, officer and, except as described in (iii) below, director of our company and all of its affiliates shall cease on the Retirement Date; (ii) Ms. McWaters’ continuous service with our company will cease at that time without regard to her continued service on our Board of Directors; (iii) Ms. McWaters will remain a member of the Board of Directors as a Class I Director and will not be entitled to receive any remuneration for such continued service during the three years following the Retirement Date, provided that she will be entitled to reimbursement for all reasonable travel and other business expenses incurred by her in the performance of her duties as a member of the Board of Directors in accordance with our applicable expense reimbursement policies and procedures; (iv) we will undertake the compensation and benefit severance obligations contained in Sections 7(b) and 9(a) of her Employment Agreement; (v) except as described in (iv) above, all of Ms. McWaters’ outstanding and unvested restricted stock unit, performance unit and performance cash awards shall terminate as of the Retirement Date; and (vi) Ms. McWaters will agree to a standard release of claims and agreement not to file suit.
The foregoing description of the Retirement Agreement and Release of Claims does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Retirement Agreement and Release of Claims, a copy of which is attached hereto as Exhibit 10.1 and which is hereby incorporated by reference into this Item 5.02.
Appointment of Chief Executive Officer
On October 16, 2019, our Board of Directors appointed Jerome A. Grant, our current Executive Vice President and Chief Operating Officer, as Chief Executive Officer effective as of November 1, 2019. In addition, the Board of Directors has appointed Mr. Grant to the Board of Directors as a Class I Director effective as of November 1, 2019.
Mr. Grant, age 56, has served as our Executive Vice President and Chief Operating Officer since November 2017. Prior to joining our company, 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 the Board of Directors an understanding of the organization and experience in the postsecondary technical education services industry.
In connection with the appointment of Mr. Grant as our Chief Executive Officer, we have entered into an Employment Agreement with Mr. Grant, effective as of November 1, 2019, that provides for the terms and conditions of his employment as our Chief Executive Officer. The agreement provides for an annual base salary of $500,000. The agreement also provides that Mr. Grant is eligible to participate in our Management Incentive Plan with a target bonus of 85% of his annual base salary, which is dependent on our financial performance, Board of Director approval and other defined criteria as may periodically apply as determined by
the Board of Directors. Mr. Grant will also be eligible to continue to participate in our annual long-term incentive program as well as our group insurance benefits, medical, dental and vision reimbursement coverage, 401(k) program, Deferred Compensation Plan, short-term and long-term disability plans and life insurance coverage. The agreement further provides that Mr. Grant shall continue to participate in our Severance Plan, provided that the period of his permitted severance shall be increased to 52 weeks and the balance of the benefits under the plan shall conform to those granted at the EVP/SVP level, and provided further that although the Severance Plan may be amended or terminated at any time by the Board of Directors, the benefits due to Mr. Grant shall at no time be less than those designated in the Severance Plan in effect at the time of his promotion to Chief Executive Officer.
There are no other arrangements or understandings pursuant to which Mr. Grant was appointed Chief Executive Officer. There are no family relationships among any of our directors, executive officers, and Mr. Grant. There are no related party transactions between us and Mr. Grant reportable under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and which is hereby incorporated by reference into this Item 5.02.
Retirement of Director
On October 16, 2019, Conrad A. Conrad delivered notice to the company of his intention to retire from his position as a Class I Director of the Board of Directors, and the Board of Directors accepted such retirement, which shall be effective as of November 1, 2019.
On October 21, 2019, we issued a press release announcing the retirement of Ms. McWaters, the appointment of Mr. Grant and the retirement of Mr. Conrad. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Retirement Agreement and Release of Claims, dated October 31, 2019, by and between the Registrant and Kimberly J. McWaters
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Employment Agreement, dated November 1, 2019, by and between the Registrant and Jerome A. Grant
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Press Release of Universal Technical Institute, Inc., dated October 21, 2019
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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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October 21, 2019
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By:
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/s/ Troy R. Anderson
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Name: Troy R. Anderson
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Title: Executive Vice President and Chief Financial Officer
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RETIREMENT AGREEMENT AND RELEASE OF CLAIMS
This RETIREMENT AGREEMENT AND RELEASE OF CLAIMS (the “Retirement agreement”) dated October 31, 2019 is by and between Kimberly J. McWaters (“Employee”) and Universal Technical Institute, Inc., a Delaware corporation (“Company”);
WHEREAS, the Company and Employee are parties to an Employment Agreement dated as of April 8, 2014 (the “Employment Agreement”), which provides certain protection to Employee during employment and upon termination of employment; and
WHEREAS, the execution of this Retirement Agreement and the release of claims set forth herein (the “Release”) is a condition precedent to, and material inducement to, the
Company’s provision of certain benefits under the Employment Agreement as described in more detail herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment Separation. The Company and Employee hereby agree that
Employee shall retire from active employment with the Company effective October 31, 2019 (the “Retirement Date”). The Company and Employee further agree that Employee’s relationship as an employee, officer and, except as set forth in Section 2 below, director of the Company and all of its affiliates, including Employee’s service as Chief Executive Officer of the Company, shall cease on the Retirement Date and that Employee’s continuous service with the Company shall cease at that time without regard to Employee’s continued Board service contemplated by Section 2 below.
2. Board Service. Employee currently serves as a member of the Board of
Directors of the Company (the “Board”). From and after the Retirement Date and until such time as such service ends, Employee shall remain a member of the Board as a Class I Director and provide such services to the Company as associated therewith; provided that Employee shall not be required to continue to serve as a member of the Board (and may resign in her discretion) if either (i) her service on the Board would cause her to exceed overboarding policies followed by institutional shareholders or proxy advisory firms or (ii) a condition arises that in her good faith opinion severely restricts or limits her effective service as a member of the Board. The parties agree that Employee shall not be entitled to any remuneration for her continued service as a member of the Board during the three years following the Retirement Date. The Company shall promptly reimburse Employee for all reasonable travel and other business expenses incurred by her in the performance of her duties as a member of the Board in accordance with the Company’s applicable expense reimbursement policies and procedures. For the avoidance of doubt, Employee remains subject to the confidentiality obligations set forth in the Employment Agreement in connection with her continuing service as a member of the Board.
3. Mutual Promises. The Company undertakes the compensation and benefit
obligations contained in Sections 7(b) and 9(a) of the Employment Agreement, which are in addition to any compensation to which Employee might otherwise be entitled, in exchange for Employee’s promises and obligations contained herein. The Company’s obligations are undertaken in lieu of any other compensation or employment benefits, and Employee acknowledges and agrees that, except as set forth in this Section 3, all of Employee’s outstanding and unvested restricted stock unit, performance unit and performance cash awards shall terminate as of the Retirement Date.
4. Release of Claims; Agreement Not to File Suit.
a. Employee, for and on behalf of herself and her heirs, beneficiaries, executors, administrators, successors, assigns and anyone claiming through or under any of the foregoing, agrees to, and does, release and forever discharge the Company and its
subsidiaries and affiliates, each of their shareholders, directors, officers, employees, agents and representatives, and its successors and assigns (collectively, the “Company Released Persons”), from any and all matters, claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen or could arise from matters which occurred prior to the date of this Release, which matters include without limitation: (i) the matters covered by the Employment Agreement and this Release, and (ii) Employee’s employment, and/or termination from employment with the Company.
b. Employee, for and on behalf of herself and her heirs, beneficiaries, executors, administrators, successors, assigns, and anyone claiming through or under any of the foregoing, agrees that Employee will not file or otherwise submit any arbitration demand, claim, complaint, or action to any court, organization, or judicial forum (nor will
Employee permit any person, group of persons, or organization to take such action on
Employee’s behalf) against any Company Released Person arising out of any actions or nonactions on the part of any Company Released Person arising out of the parties’ employment relationship before the date of this Release. Employee further agrees that in the event that any person or entity should bring such a charge, claim, complaint, or action on Employee’s behalf, Employee hereby waives and forfeits any right to recovery under said claim and will exercise every good faith effort to have such claim dismissed.
c. The charges, claims, complaints, matters, demands, damages, and causes of action referenced in Sections 4(a) and 4(b) include, but are not limited to: (i) any breach of an actual or implied contract of employment between Employee and any
Company Released Person, (ii) any claim of unjust, wrongful, or tortious discharge (including, but not limited to, any claim of fraud, negligence, retaliation for whistle blowing, or intentional infliction of emotional distress), (iii) any claim of defamation or other common law action, or (iv) any claims of violations arising under the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §201 et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. §701 et seq., the Family and Medical Leave Act, or any other relevant federal, state, or local statutes or ordinances, or any claims for pay, vacation pay, insurance, or welfare benefits or any other benefits of employment with any Company Released Person arising from events occurring prior to the date of this Release other than those payments and benefits specifically provided herein.
d. This Release shall not affect Employee’s right to any governmental benefits payable under any Social Security or Worker’s Compensation law now or in the future.
e. This Release does not affect Employee’s right to participate in any federal, state or local investigation by any governmental agency or to challenge the validity of this Agreement.
Further, this Release is not intended to be a release of any claims under the Arizona Minimum Wage Act, effective January 1, 2007.
5. Release of Benefit Claims. Employee, for and on behalf of herself and her heirs, beneficiaries, executors, administrators, successors, assigns and anyone claiming through or under any of the foregoing, further releases and waives any claims for pay, vacation pay, insurance or welfare benefits or any other benefits of employment with any
Company Released Person arising from events occurring prior to the date of this Release other than (a) claims to the payments and benefits specifically provided for in the
Employment Agreement, (b) claims for benefits under any plan or arrangement of the
Company providing for the deferral of compensation, and (c) claims for benefits which are not subject to waiver under the law.
6. Revocation Period; Knowing and Voluntary Agreement. Employee acknowledges that she is knowingly and voluntarily waiving and releasing any rights she may have under the Age Discrimination in Employment Act, as amended, (“ADEA”). Employee also acknowledges that the consideration given for the waiver and release in the preceding Section is in addition to anything of value to which he/she would be entitled to without this Agreement. Employee further acknowledges that Employee is advised by this writing, as required by the ADEA, that: (a) this waiver and release do not apply to any rights or claims that may arise after execution date of this Agreement; (b) Employee has been advised of having had the right to consult with an attorney prior to signing this Agreement; (c) Employee has twenty-one (21) days to consider this Agreement (although Employee may choose to voluntarily execute this Agreement earlier); (d) Employee has seven (7) days following the signing of this Agreement by the parties to revoke the Agreement; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after this Agreement is executed by the Employee.
7. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
8. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this
Agreement.
9. Counterparts. This Agreement may be executed in one (1) or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument. Copies shall be given the same force and effect as originals.
10. Entire Agreement. This Agreement and related Employment Agreement constitutes the entire agreement of the parties in this matter and supersedes any other agreement, communication or representation between the parties, oral or written, concerning the same subject matter.
11. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Arizona, without reference to the conflict of laws rules of such State.
IN WITNESS WHEREOF, Employee and the Company have executed this Agreement as
of the day and year first above written.
UNIVERSAL TECHNICAL INSTITUTE, INC.
By: /s/Robert T. DeVincenzi
Its: Chairman of the Board of Directors
EMPLOYEE:
/s/ Kimberly J. McWaters
Kimberly J. McWaters
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is entered and effective as of November 1, 2019 by and between Jerome Grant as the employee (“Employee”) and Universal Technical Institute, Inc. (“UTI”) as the employer to memorialize the terms upon which Employee has agreed to assume the position of Chief Executive Officer of UTI.
RECITALS
1. On or about November 10, 2017, pursuant to a written offer of employment, Employee was offered employment with UTI for the position of Executive Vice President and Chief Operating Officer. Employee accepted that employment and relocated to Phoenix, Arizona. A copy of Employee’s employment offer is attached as Exhibit 1.
2. Employee and UTI agree and acknowledge that this Agreement sets forth the material terms of Employee’s employment with UTI on an at-will employment basis.
TERMS OF EMPLOYMENT
1. Annual Base Compensation. Employee’s base annual salary shall be $500,000 annualized and payable bi-weekly in accordance with UTI’s standard payroll procedures and subject to UTI’s standard payroll procedures and subject to UTI’s standard withholding procedures.
2. Short-term Incentive/Bonus Plan. Employee is eligible to participate in UTI’s Management Incentive Plan, as may be amended from time to time, with a target bonus of 85% of Employee’s annual base salary. This Management Incentive Plan is dependent on UTI’s financial performance, Board of Directors’ approval and other defined criteria as may periodically apply as determined by the UTI Board of Directors.
3. Long-term Incentive/Bonus Plan. Employee is eligible to continue to participate in UTI’s annual Long-term Incentive program for executive level employees.
This program is subject to Board of Directors’ review and approval on an annual basis.
4. Other Executive Benefits to Employee.
4.1 Continued eligibility for UTI’s group insurance benefits.
4.2 Continued eligibility for UTI’s expanded medical, dental and vision reimbursement coverage for UTI senior executives and their covered dependents.
4.3 Continued eligibility to participate in UTI’s 401(k) program.
4.4 Continued eligibility to participate in UTI’s Deferred Compensation Plan.
4.5 Continued eligibility to participate in UTI’s expanded short-term and long-term disability plans and life insurance coverage (as separately described in UTI’s benefits summary previously provided to you).
4.6 A reserved covered parking space.
4.7 UTI-paid iPhone or reimbursement for a personal mobile telephone line and data charges of up to $55 per month.
5. Severance Plan. Employee shall continue to participate in UTI’s Severance
Plan (as amended and effective as of October 1, 2019). Coterminous with the promotion to Chief Executive Officer, the period of Employee’s permitted severance shall be increased to 52 weeks and the balance of the benefits under the plan shall conform to those granted the EVP/SVP level. Although the UTI Severance Plan may be amended or terminated at any time by the Board of Directors of UTI or any committee or individual designated by the Board to take such actions, the benefits due the employee shall at no time be less than those designated in the Severance Plan in effect at the time of promotion.
6. Understanding of UTI’s Policies. Employee represents and warrants that
Employee understands and agrees to abide by UTI’s business and employment policies and practices, as they may be supplemented or modified from time-to-time.
7. At-Will Employment. Employee acknowledges that Employee’s employment at UTI is contingent on Employee signing and agreeing to abide by this Agreement. Employee agrees he is and will be employed on an at-will basis. As an at-will employee, either UTI or Employee has the right to terminate the Employee’s employment with or without cause, and at any time with or without advance notice.
8. Compliance with Laws. In performing Employee’s obligations under this
Agreement, Employee agrees to comply with all applicable laws and regulations.
9. Governing Law, Venue and Attorneys’ Fees. This Agreement, and any disputes arising from this Agreement, will be governed by, construed, interpreted and enforced in accordance with the laws of the State of Arizona, without regard to conflicts of
law principles. The parties agree that the state and federal courts located in Maricopa
County, Arizona shall have exclusive jurisdiction and be the sole venue for any disputes that may arise between Employer and Employee. The prevailing party in any dispute arising under this Agreement shall be entitled to recover his/its reasonable attorneys’ fees and costs.
10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with regard to the material terms of Employee’s employment by UTI and supersedes any and all prior and contemporaneous negotiations, understandings and agreements, inducement, promises and conditions of any nature whatsoever with respect to its subject matter. No amendment of any provision of this Agreement will be effective against either party unless that party has consented in a signed writing. In such event, only an officer of UTI is authorized to bind UTI.
11. Non-Disparagement. During Employee’s employment with UTI, Employee will not (i) publicly do or say anything that a reasonable person would expect at the time would have the effect of diminishing or harming the goodwill and good reputation of UTI; or, (ii) publicly disparage or seek to injure the reputation of UTI. Employee’s obligations shall include refraining from negative statements or writings about UTI’s methods of doing business, the effectiveness of UTI or its business policies, and the quality of any of UTI’s services, products or personnel. The foregoing shall not prohibit furnishing of information, testimony or documents by Employee as requested in conjunction
with a subpoena, deposition, civil investigation, demand or similar lawful process after promptly notifying UTI of the request and consulting with UTI on the advisability of taking steps to resist or narrow such request.
12. Cooperation. During and following termination of Employee’s employment with UTI, Employee agrees to cooperate with UTI in responding to any reasonable requests of UTI’s officers, directors, managers and attorneys in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against UTI, its agents, officers, directors or employees.
Employer: Universal Technical Institute, Inc.
By: /s/Robert T. DeVincenzi
Its: Chairman of the Board of Directors
Employee: /s/Jerome A. Grant
Jerome Grant
EXHBIT 1
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Corporate Office
16220 N. Scottsdale Rd., Suite 100
Scottsdale, Arizona 85254
T (800) 859-7249 O (623) 445-9500 F (623) 445-9501
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November 10, 2017
Jerome Grant
725 S. Kennsington Ave.
LeGrange, IL 60525
Dear Jerome,
Congratulations! On behalf of Universal Technical Institute, Inc. (UTI) it is a pleasure to confirm our offer of employment to you. The position, as discussed, is Executive Vice President and Chief Operating Officer, located at our Home Office in Scottsdale, AZ. You will report directly to Kimberly McWaters, President and CEO. Your anticipated start date is Monday, November 27, 2017. The rate of pay for this position is $15,384.62 payable bi-weekly or $400,000 if annualized.
Your total compensation also includes:
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An initial Long Term incentive award with a target value of $350,000, subject to approval by the UTI Board of Directors at the December 2017 Board meeting. The award is comprised of $150,000 value in Restricted Stock Units that vest ratably over 3 years as well as $125,000 target value in Performance Units and $75,000 target value in Performance Cash both which have cliff vesting restrictions. Going forward, you will be eligible for participation in UTI's annual Long Term Incentive program at the executive level. This program is subject to board review and approval on an annual basis so there is no guarantee that this program will continue to be provided.
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A full relocation package to assist you in relocation from Chicago, IL to Scottsdale, AZ with benefits not to exceed $100,000 as set forth in the Universal Technical Institute, Inc. Relocation Assistance Repayment Agreement. Benefits payable for relocation are specified in the UTI Relocation Policy.
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You will be eligible to participate in UTI's Management Incentive Plan with a target bonus of 65% of base salary. FY18 plan details to be outlined under separate cover. Please note that bonus payment is made at management's sole discretion and is dependent upon company performance, Board approval and/or other criteria as defined in the bonus plan.
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Universal Technical Institute
AZ, CA, FL, IL, MA, NC, PA, TX
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Motorcycle Mechanics Institute
AZ,FL
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Marine Mechanics Institute
FL
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NASCAR, Technical Institute
NC
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Learn more: UTI.edu
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An executive benefits package as described below:
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Eligibility for group insurance benefits for regular, full time employees commences on the first day of the month following thirty days employment. Based on a start date of November 27, 2017, your benefits eligibility will be January 1, 2018. Because there is a waiting period for benefits, you may wish to consider electing health insurance continuation (COBRA) coverage from your previous employer.
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The ArmadaCare Ultimate Health Plan offers expanded medical, dental and vision reimbursement coverage to senior executives and their covered dependents. This benefit provides additional tax-free funds for medical, dental and vision expenses that go beyond UTI's underlying health plan up to $100,000 per all covered persons per plan year, with various maximums per coverage type, up to a per occurrence limit per covered person per year of $10,000. A separate certificate of coverage will be made available to you.
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401(k) program for which you can enroll on first day of employment.
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You will be among a select group of employees eligible to participate in the Universal Technical Institute, Inc. Deferred Compensation Plan ("Plan"). The Plan is a valuable retirement savings program that will allow you to defer state and federal income taxes on a designated amount of salary and bonus, and the opportunity to earn tax-deferred investment returns on those deferrals.
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Expanded short term and long term disability plans and life insurance coverage (as described in separate benefits summary document previously provided).
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An annual physical at company expense through the Mayo Clinic of Scottsdale.
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A reserved covered parking space.
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Company-paid iPhone or reimbursement for personal phone line and data charges up to $55/month.
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We have developed a core set of values to support our Vision and Mission. During your interview process, we felt you exemplified these values, which are:
We are confident you will contribute to our success as we work together toward our common goal - to become industry's choice for sourcing and developing professional technicians.
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Universal Technical Institute
AZ, CA, FL, IL, MA, NC, PA, TX
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Motorcycle Mechanics Institute
AZ,FL
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Marine Mechanics Institute
FL
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NASCAR, Technical Institute
NC
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Learn more: UTI.edu
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Universal Technical Institute, Inc. is an "at-will" employer. Either you or UTI will be free to end your employment at any time with or without reason or notice. Federal regulations require that all employees must comply with employment eligibility requirements and provide the appropriate documents which will be explained with the new hire packet. This offer of employment and continued employment is also contingent upon drug testing and background check policy compliance, which may include passing a credit check and the signing of an agreement to arbitrate. Please take the time to read this letter throughly. In addition to this offer letter are copies of UTI's Drug Free Workplace Policy and the relevant Drug & Alcohol Testing Policy for your state. Your acceptance of this offer acknowledges your receipt and understanding of these policies.
If you have any questions feel free to contact me at (623) 445-9312.
We look forward to you joining our team!
Sincerely,
/s/ Rhonda R Turner
Rhonda R. Turner
Senior Vice President, People Services
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Universal Technical Institute
AZ, CA, FL, IL, MA, NC, PA, TX
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Motorcycle Mechanics Institute
AZ,FL
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Marine Mechanics Institute
FL
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NASCAR, Technical Institute
NC
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Universal Technical Institute Announces
Jerome A. Grant to Succeed Kimberly J. McWaters as Chief Executive Officer
Company Expects to Achieve the Higher End of Full Year Guidance for Fiscal 2019
SCOTTSDALE, ARIZ. - October 21, 2019 - Universal Technical Institute, Inc. (NYSE: UTI), the nation’s leading provider of technician training for the transportation industry, announced today that Kimberly J. McWaters has advised the Board that she will retire as Chief Executive Officer effective October 31, 2019. The Company is pleased to report that McWaters will continue to serve on the Board of Directors as a non-executive director. Jerome A. Grant, the company’s Executive Vice President and Chief Operating Officer will become Chief Executive Officer and join the Board of Directors on November 1, 2019. The company expects to achieve the higher end of its full year guidance for fiscal 2019, which was raised on its August 2019 earnings call.
McWaters has had an extraordinary, 35-year career at UTI, beginning as a receptionist in 1984, and culminating as President and CEO.
“It has been a privilege to work for a purpose-driven company with so many talented people who have helped educate and graduate over 220,000 technicians. Together, we grew this organization from a single automotive program in Arizona into the nation’s leading provider of technician training. I am proud of our brands, the quality reputation we have earned with students, employers, educators and regulators and the outcomes we deliver for students. We have always been a force for good,” McWaters said.
“Given UTI’s significant transformation over the past two years and the upward trajectory projected for 2020, the company is now well positioned for a new phase of profitable growth. My decision to move into a non-executive role at this time reflects my strong confidence in Jerome Grant and his management team.
“Jerome served as a principal architect and leader of UTI’s transformation effort, which has reshaped the organization’s marketing, operational execution and industry engagement and helped drive UTI’s turnaround. He is the perfect person to lead UTI through this next phase of growth, and his appointment is the result of the Board’s thoughtful multi-year approach to succession planning,” McWaters concluded.
Prior to his role as Chief Operating Officer, Grant spent more than two decades in executive leadership roles at both Pearson Education and McGraw Hill. Most notably, he launched McGraw-Hill’s innovative higher education services business and led Pearson Higher Education’s digital product management group through the initial stages of their digital transformation. He served for more than ten years as President of Pearson’s Business and Technology skills division, growing revenues to more than $425 million and generating more than $112 million in EBITDA. In that capacity, he also oversaw the operation and global expansion of Pearson’s financial training organization, the New York Institute of Finance. Jerome holds bachelor’s degrees in both marketing and labor relations from the University of Wisconsin in Milwaukee.
Grant said, “I am excited to become the next CEO of UTI and appreciate the opportunity. The company has a rich history, amazing resilience, a clear and powerful purpose, and incredible potential. We have proven that we can turn the tide, reverse trends and set ourselves on the path to profitable growth, while continuing to provide a superior education and impressive student outcomes. I look forward to leading the company as we capitalize on the many opportunities in front of us.”
Chairman Robert DeVincenzi commented, “On behalf of the Board of Directors, I want to thank Kim for her many years of service and her careful stewardship of the company during one of the most challenging times the industry has faced. Over the past two years, she and Jerome have partnered together to transform the company and have delivered significant returns to shareholders. The Board has been very impressed with
Jerome’s performance, depth of experience in higher education as well as his track record for innovative growth.
“As Jerome steps into the CEO role, we are confident he will further optimize UTI’s potential and opportunities for growth. The Board is pleased that Kim will continue to serve the company as a non-executive director and looks forward to supporting Jerome as he drives strategic and operational initiatives that will assure the company’s sustained market leadership. We thank both Kim and Jerome for working with us on a transition plan that will be seamless for employees, customers, and shareholders,” continued DeVincenzi.
The company also announced that Conrad A. Conrad will retire from the Board on November 1, 2019. “We thank Conrad for his valued and extensive years of leadership and service to UTI,” said DeVincenzi. “He led the Board as a Lead Independent Director for many years, in addition to serving as head of our Audit Committee. His guidance was always appreciated and will be missed.”
The company expects to achieve the higher end of its full year guidance for fiscal 2019, which was raised on its August 2019 earnings call. Additionally, the company reiterates its expectations for increasing revenue and growing new student starts and average student population for fiscal year 2020 as well as significant improvements to cash flow and operating results. The company plans to report its full financial results for the fourth quarter and full year 2019, as well as full year 2020 guidance in early December 2019.
Safe Harbor Statement
All statements contained herein, other than statements of historical fact, are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such statements are based upon management's current expectations and are subject to a number of uncertainties that could cause actual performance and results to differ materially from the results discussed in the forward-looking statements. Factors that could affect the company's actual results include, among other things, changes to federal and state educational funding, changes to regulations or agency interpretation of such regulations affecting the for-profit education industry, possible failure or inability to obtain regulatory consents and certifications for new or expanding campuses, potential increased competition, changes in demand for the programs offered by UTI, increased investment in management and capital resources, the effectiveness of the recruiting, advertising and promotional efforts, changes to interest rates and unemployment, general economic conditions of the company and other risks that are described from time to time in the company's public filings. Further information on these and other potential factors that could affect the financial results or condition may be found in the company's filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release. Except as required by law, the company expressly disclaims any obligation to publicly update any forward-looking statements whether as a result of new information, future events, changes in expectations, any changes in events, conditions or circumstances, or otherwise.
About Universal Technical Institute, Inc.
With more than 220,000 graduates in its 54-year history, Universal Technical Institute, Inc. (NYSE: UTI) is the nation’s leading provider of technical training for automotive, diesel, collision repair, motorcycle and marine technicians, and offers welding technology and computer numerical control (CNC) machining programs. The company has built partnerships with industry leaders, outfits its state-of-the-industry facilities with current technology, and delivers training that is aligned with employer needs. Through its network of 13 campuses nationwide, UTI offers post-secondary programs under the banner of several well-known brands, including Universal Technical Institute (UTI), Motorcycle Mechanics Institute and Marine Mechanics Institute (MMI) and NASCAR Technical Institute (NASCAR Tech). The company is headquartered in Scottsdale, Arizona. For more information, visit uti.edu.
Company Contact:
Troy Anderson
Chief Financial Officer
Universal Technical Institute, Inc.
(623) 445-9365
Investor Relations Contact:
Moriah Shilton
LHA Investor Relations
(415) 433-3777
UTI@lhai.com
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