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): November 24, 2020

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31923	86-0226984
(State or other jurisdiction <br>of incorporation)	(Commission <br>File Number)	(IRS Employer <br>Identification No.)		4225 East Windrose Drive, Suite 200<br><br>Phoenix, AZ<br><br>(Address of principal executive offices)	85032<br><br>(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 November 20, 2020, Mr. John C. White has informed Universal Technical Institute, Inc. (the “Company”) of his voluntary decision to retire from its Board of Directors (the “Board”), effective November 30, 2020. On November 20, 2020, Dr. Roderick R. Paige also informed the Company of his voluntary decision to retire from the Board, effective November 30, 2020. At the time of his retirement, Dr. Paige served on the Company’s Nominating and Corporate Governance Committee and the Government Affairs and Public Policy Committee. Mr. White and Dr. Paige indicated that their departure did not reflect any disagreement with the Company or any of its affiliates. The Company appreciates the contributions of Mr. White and Dr. Paige and thanks them for their service.

Item 7.01 Regulation FD Disclosures

On November 24, 2020, the Company issued a press release relating to the departures. This press release is attached 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 November 24, 2020

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:	November 24, 2020	By:	/s/ Christopher Kevane
		Name:	Christopher Kevane
		Title:	Senior Vice President and Chief Legal Officer

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Universal Technical Institute Announces Change to its Board of Directors

John White and Dr. Rod Paige to retire from the company’s Board after years of service

PHOENIX, Ariz. – November 24, 2020 – Universal Technical Institute (NYSE: UTI), the nation’s leading provider of transportation technician training, announced that John C. White, founder of Motorcycle Mechanics Institute (MMI) and former UTI Board Chairman, and Dr. Roderick R. Paige, former U.S. Secretary of Education, plan to retire from the company’s Board of Directors, effective November 30, 2020.

Mr. White has been a member of UTI’s Board of Directors since 1997, joining with the MMI merger. Following his retirement from the company in 2005, Mr. White served as Board Chairman until 2013. He pioneered UTI’s industry-led educational model when, in the early 1980s, he developed a first-of-its-kind training partnership with Harley-Davidson USA. In subsequent years, he forged relationships with leading automotive manufacturers that continue to serve students today. UTI now partners with more 30 leading transportation manufacturer brands, who help guide the company’s training programs and support and hire its students.

“As result of John’s unique vision and steady leadership, UTI has an educational model that consistently generates outcomes for our students, serves industry’s urgent need for skilled technicians and helps build the workforce America needs,” said Robert DeVincenzi, Chair of the UTI Board of Directors. “He is a giant in education, with a deep and unshakable commitment to students and their success, and his experience and wise counsel have had an immense impact on this organization.”

Dr. Paige has served as a member of UTI’s Board of Directors since 2010, contributing his significant expertise to UTI’s strategy and educational model, which is built around the needs of mechanically minded, hands-on learners. He served as the U. S. Secretary of Education from 2001 to 2005 and was a Public Policy Scholar at the Woodrow Wilson International Center. As dean of the College of Education at Texas Southern University (TSU), he established the University's Center for Excellence in Urban Education. Dr. Paige was also the first Black superintendent of Houston Independent School District, then the nation's seventh-largest district and authored The War Against Hope and The Black-White Achievement Gap: Why Closing it is the Greatest Civil Rights Issue of Our Time.

“For more than a decade, Rod has played a vital role in shaping UTI’s programs and helping the company connect with policy makers and leaders in education and government,” DeVincenzi said. “We have been fortunate to work with one the nation’s leading education policy experts, and UTI, our industry customers and our students are better for it. We are grateful for Rod’s many contributions over the years and wish him well in his retirement.”

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 R. Anderson

Chief Financial Officer

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