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): March 9, 2022

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

(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:

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.

Appointment of New Director. On March 9, 2022, 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 Shannon Okinaka as a Class I director of the Board, with an appointment to serve until the Company’s 2023 annual meeting of stockholders. The Board has affirmatively determined that Ms. Okinaka 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. Okinaka was also appointed to serve on the Board’s Audit Committee.

Ms. Okinaka will participate in all director compensation and benefit programs in which the Company’s other non-employee directors participate, including an annual cash 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. Okinaka will receive a pro rata portion of the 2022 annual equity grant and Board and committee retainers. Ms. Okinaka 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. Okinaka and any other person pursuant to which Ms. Okinaka was appointed to serve as a director of the Board. There are currently no transactions in which Ms. Okinaka has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended.

Resignation of Director. Effective March 9, 2022, Kimberly J. McWaters resigned from her position as a member of the Board. Ms. McWaters indicated that her departure did not reflect any disagreement with the Company or any of its affiliates. The Company appreciates the contributions of Ms. McWaters and thanks her for her service.

Item 7.01 Regulation FD Disclosure.

A copy of the press release regarding the appointment of Ms. Okinaka to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.

Document

Exhibit 99.1

Universal Technical Institute welcomes Shannon Okinaka to its board of directors and announces the retirement of Kim McWaters from her director role

PHOENIX, AZ. (March 10, 2022) – Universal Technical Institute (UTI) a leading provider of transportation and skilled trade education and training is pleased to welcome Shannon Okinaka, Executive Vice President and Chief Financial Officer for Hawaiian Airlines, to the UTI Board of Directors effective March 9, 2022. Ms. Okinaka will also serve as a member of the Audit Committee.

Ms. Okinaka brings to UTI more than two decades of financial and accounting leadership experience. Ms. Okinaka was appointed Hawaiian Holdings, Inc. (HA) Executive Vice President, Chief Financial Officer and Treasurer in 2015 having previously served as Vice President – Controller of Hawaiian Airlines. Ms. Okinaka joined Hawaiian Airlines as Senior Director in charge of Sarbanes-Oxley compliance and special projects. Prior to joining Hawaiian Airlines, Okinaka worked for Hawaiian Electric Company and Coopers & Lybrand/PricewaterhouseCoopers. Ms. Okinaka is a certified public accountant. Okinaka also serves on the Board of Directors of the Honolulu Japanese Chamber of Commerce and Island Insurance Company.

“We are pleased that Shannon has agreed to join the board of directors,” said Jerome Grant, UTI’s Chief Executive Officer. “Her experience in the airline industry and extensive knowledge of skilled trades and workforce development will be a terrific addition as we expand our program offerings and campus locations in the coming months and years.”

“The airline industry, like many other major industries in the United States, needs a skilled workforce. UTI is well-positioned to help deliver that workforce through its acquisition of MIAT College of Technology,” said Okinaka. “It’s an honor to join UTI’s board of directors, and to be part of an organization with a strong focus on student outcomes and alignment to the needs of industry.”

“We are excited to welcome Shannon to our board, and look forward to applying her aviation industry knowledge to the strategic decisions that we will be making as we expand our portfolio of educational opportunities,” said Robert DeVincenzi, UTI’s non-executive Chairman of the Board.

The company is also announcing that Kim McWaters plans to retire from the UTI board of directors effective March 9, 2022. Ms. McWaters has been affiliated with the company for more than 37 years, has been a member of the board of directors for 17 years and served as the company’s CEO for 19 years until her retirement from her operating role in 2019. In early 2021 Ms. McWaters joined Fresh Start Women’s Foundation as President and Chief Executive Officer. Celebrating 30 years of community service, Fresh Start has been providing education, resources, and support for women to positively transform their lives and strengthen our community.

“Those of us that know Kim personally admire her not only for her professional achievements but also for her commitment to helping people in our community,” Grant said. “I want to thank Kim for her dedication to Universal Technical Institute, its students, and employees. We look forward to continuing our relationship with Kim in her new capacity by providing UTI educational opportunities to Fresh Start clients.”

About Universal Technical Institute, Inc.

Founded in 1965 and headquartered in Phoenix, Universal Technical Institute's (NYSE: UTI) mission is to serve our students, partners, and communities by providing quality education and support services for in-demand careers. Approximately 250,000 students have graduated from one of UTI's 14 campuses located across Arizona, California, Florida, Illinois, Michigan, North Carolina, Pennsylvania, New Jersey, and Texas. UTI's campuses are accredited by the Accrediting Commission of Career Schools and Colleges (ACCSC), and its employer-aligned technical training programs are offered under four brands: Universal Technical Institute, Motorcycle Mechanics Institute / Marine Mechanics Institute, NASCAR Technical Institute, and MIAT College of Technology. For more information and a complete list of all programs offered, please visit www.uti.edu or follow on LinkedIn @UniversalTechnicalInstitute and on Twitter @news_UTI.

Media Contact

avitucci@uti.edu

480.710.6843

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