8-K

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): May 4, 2021

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2021, on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Universal Technical Institute, Inc. (the “Company”), the Board appointed Hon. Loretta L. Sanchez as a Class III director of the Board, with an appointment to serve until the Company’s 2022 annual meeting of stockholders. The Board has affirmatively determined that Ms. Sanchez is independent under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. Concurrently with her appointment as director, Ms. Sanchez was also appointed to serve on the Board’s Government Affairs and Public Policy Committee.

Ms. Sanchez will participate in all director compensation and benefit programs in which the Company’s other non-employee directors participate, including an annual retainer of $50,000, an annual equity grant under the Company’s 2021 Equity Incentive Plan valued at approximately $75,000 on the date of grant and any applicable retainers for committee service. Upon joining the Board, Ms. Sanchez will receive a pro rata portion of the 2021 annual equity grant and Board and committee retainers. Ms. Sanchez will also enter into an indemnification agreement with the Company in the same form its other directors have entered, which is filed as Exhibit 10.7 to the Form 8-K filed by the Company on August 6, 2014.

There are currently no agreements, arrangements or understandings between Ms. Sanchez and any other person pursuant to which Ms. Sanchez was appointed to serve as a director of the Board. There are currently no transactions in which Ms. Sanchez has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended.

Item 7.01    Regulation FD Disclosure.

On May 4, 2021, the Company issued a press release relating to Ms. Sanchez’s appointment. This press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 4, 2021
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.

		Universal Technical Institute, Inc.
Dated:	May 4, 2021	By:	/s/ Christopher Kevane
		Name:	Christopher Kevane
		Title:	Senior Vice President and Chief Legal Officer

EX-99.1

Exhibit 99.1

Universal Technical Institute Announces Former Congresswoman Loretta L. Sanchez Joins its Board of Directors

PHOENIX, Ariz., May 4, 2021 – Universal Technical Institute Inc. (NYSE: UTI), the nation's leading provider of transportation technician training, announced the appointment of the Hon. Loretta L. Sanchez, a former 10-term member of the U.S. House of Representatives from California, to the UTI Board of Directors.

Sanchez served in Congress from 1997 to 2017 as a Democrat from California’s 46th Congressional District, representing Orange County. One of her key priorities was ensuring access to all types of higher education, including career and technical skills training. While in Congress, she served on the Education and Labor Committee, Armed Services Committee, and as a ranking member of the Homeland Security Committee Subcommittee on Cybersecurity, Infrastructure Protection, and Security Technologies.

Sanchez is currently chief executive officer of Datamatica LLC, a consulting, data analytics and messaging firm that focuses on local, state, and federal issues and campaigns.

“We are delighted that Congresswoman Loretta Sanchez is joining our Board of Directors. Her deep understanding of education and its importance in developing solid career pathways, her significant accomplishments, extensive public policy expertise and work to ensure education opportunities for all, promise to be invaluable to our organization,” said UTI CEO Jerome Grant.

Said Sanchez, “Universal Technical Institute helps fill an important role in both our national economy and our educational system today – providing high-quality, industry-aligned technical education that enables students to graduate, move quickly into in-demand jobs, and hit the ground running. I look forward to helping UTI grow and advance its strategy.”

Sanchez currently serves on the Board of Directors of Career Education Colleges and Universities, and on the Board of Trustees of Chapman University.

“Loretta Sanchez has an impressive track record of success in the realm of business and the arena of public service. She has accomplished noteworthy achievements while embracing the challenge of working across the ideological and political spectrum. We look forward to adding Loretta’s skills to our board,” said Robert DeVincenzi, UTI’s non-executive Chairman of the Board.

About Universal Technical Institute, Inc.

With more than 220,000 graduates in its 55-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 12 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 Phoenix, Arizona.

For more information, visit www.uti.edu. Like UTI on www.facebook.com/UTI or follow UTI on Twitter @UTITweet, @MMITweet, and @NASCARTechUTI.

Company Contact:

Troy Anderson

Chief Financial Officer

1

Universal Technical Institute, Inc.

(623) 445-9365

troyanderson@uti.edu

Investor Relations Contact:

Robert Winters or Wyatt Turk

Alpha IR Group

(312) 445-2870

UTI@alpha-ir.com

Media Contact:

Jody Kent

Vice President, Communications and Public Affairs

Universal Technical Institute

(623) 445-0872

jkent@uti.edu

2

XML

Cover Page	May 04, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 04, 2021
Entity Registrant Name	UNIVERSAL TECHNICAL INSTITUTE, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-31923
Entity Tax Identification Number	86-0226984
Entity Central Index Key	0001261654
Amendment Flag	false
Entity Address, Address Line One	4225 East Windrose Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85032
City Area Code	623
Local Phone Number	445-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	UTI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false