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)
 
February 27, 2020
Universal Technical Institute, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-31923
86-0226984
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
  
 
 
16220 North Scottsdale Road, Suite 500, Scottsdale, Arizona
 
85254
(Address of principal executive offices)
 
(Zip Code)
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))
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
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 on February 27, 2020.

The stockholders elected each of the four nominees as Class I Directors to serve a three-year term ending in 2023, or until the Director’s successor is duly elected and qualified as follows:
Director
 
Affirmative Votes
 
Votes Against
 
Votes Withheld
 
Broker Non-Votes
David A. Blaszkiewicz
 
18,457,212

 
135,026

 
131

 
4,278,089

Robert T. DeVincenzi
 
15,889,538

 
2,702,700

 
131

 
4,278,089

Jerome A. Grant
 
18,547,412

 
44,826

 
131

 
4,278,089

Kimberly J. McWaters
 
17,969,898

 
622,396

 
75

 
4,278,089


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, 2020 as follows:
Audit Firm
 
Affirmative Votes
 
Votes Against
 
Votes Withheld
 
Broker Non-Votes
Deloitte & Touche LLP
 
22,867,999

 
2,080

 
379

 
—


The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
Advisory Vote
 
Affirmative Votes
 
Votes Against
 
Votes Withheld
 
Broker Non-Votes
Executive Compensation
 
18,437,990

 
141,942

 
12,437

 
4,278,089


The stockholders approved, in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual (“NYSE Rule 312”), (a) the issuance of shares our common stock, par value $0.0001 per share, upon conversion of our currently outstanding shares of Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), to any holder of our Series A Preferred Stock, and any of such holder’s affiliates, that is a director, officer or substantial security holder of our company for purposes of NYSE Rule 312, (b) the issuance of shares of our common stock that would cause any holder of our Series A Preferred Stock, and any of such holder’s affiliates, in the aggregate, to beneficially own 20% or more of our outstanding shares of common stock upon the conversion of our currently outstanding and any future outstanding shares of Series A Preferred Stock, as computed immediately after giving effect to such conversion, and (c) the ability of any holder of our Series A Preferred Stock and any of such holder’s affiliates to vote, in the aggregate, 20% or more of the aggregate voting power of all of our currently outstanding and any future outstanding shares of common stock and Series A Preferred Stock (on an as-converted basis), as computed on the applicable record date for determining stockholders who may vote on any proposal (the “Series A Conversion and Voting Proposal”) as follows:
NYSE Rule 312
 
Affirmative
Votes
 
Votes Against
 
Votes Withheld
 
Broker
Non-Votes
 
Uncast
Approval of the Series A Conversion and Voting Proposal
 
17,298,208

 
53,996

 
14,939

 
4,278,089

 
1,225,226






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.
 
 
 
 
 
 
 
Universal Technical Institute, Inc.
  
 
 
 
 
February 28, 2020
 
By:
 
/s/ Troy R. Anderson
 
 
 
 
 
 
 
Name:
 
Troy R. Anderson
 
 
Title:
 
Executive Vice President and Chief Financial Officer