UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Universal Technical Institute, Inc (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on March 12, 2026. At the Annual Meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 20, 2026. The voting results for each of the proposals are set forth below.
Proposal 1: The stockholders elected each of the three nominees as Class I Directors to serve a three-year term ending in 2029, or until the Director’s successor is duly elected and qualified, as follows:
| Director |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Robert T. DeVincenzi |
42,766,191 | 1,060,176 | 8,994 | 3,700,952 | ||||||||||||
| Jerome A. Grant |
43,261,353 | 565,181 | 8,827 | 3,700,952 | ||||||||||||
| Shannon L. Okinaka |
43,483,730 | 342,609 | 9,022 | 3,700,952 | ||||||||||||
Proposal 2: 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, 2026 as follows:
| Audit Firm |
Votes For | Votes Against | Abstentions | |||||||||
| Deloitte & Touche LLP |
47,432,220 | 64,550 | 39,543 | |||||||||
Proposal 3: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 43,438,346 | 369,885 | 27,130 | 3,700,952 |
No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 18, 2026 | Universal Technical Institute, Inc. | |||||
| By: | /s/ Christopher Kevane | |||||
| Name: | Christopher Kevane | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
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