Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Universal Technical Institute, Inc. on February 27, 2020. The filing details the outcomes of four specific proposals submitted to security holders for a vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The following matters were approved by stockholders:
- Election of Directors: Four nominees were elected as Class I Directors for a three-year term ending in 2023.
- David A. Blaszkiewicz: 18,457,212 affirmative votes; 135,026 votes against.
- Robert T. DeVincenzi: 15,889,538 affirmative votes; 2,702,700 votes against.
- Jerome A. Grant: 18,547,412 affirmative votes; 44,826 votes against.
- Kimberly J. McWaters: 17,969,898 affirmative votes; 622,396 votes against.
- Ratification of Auditors: Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the year ending September 30, 2020, with 22,867,999 affirmative votes and only 2,080 votes against.
- Executive Compensation: The advisory vote on named executive officer compensation received 18,437,990 affirmative votes and 141,942 votes against.
- NYSE Rule 312 Approval: Stockholders approved the issuance of common stock upon conversion of Series A Preferred Stock and the ability of holders to vote 20% or more of aggregate voting power. This proposal received 17,298,208 affirmative votes and 53,996 votes against.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a record of the voting results from the annual meeting.
Investor Verification Checklist
- Verify the specific terms of the Series A Preferred Stock conversion and the impact on dilution.
- Review the full proxy statement for details on the executive compensation package approved by the advisory vote.
- Confirm the tenure and background of the newly elected Class I Directors.
- Note that Robert T. DeVincenzi received a significantly higher number of votes against compared to other director nominees.