Universal Technical Institute (UTI) 2026 shareholder votes on board, pay and auditor

Rhea-AI Filing Summary

Universal Technical Institute, Inc. held its Annual Meeting of Stockholders on March 12, 2026, where three Class I directors were elected to new three-year terms ending in 2029. Robert T. DeVincenzi received 42,766,191 votes for and 1,060,176 against, Jerome A. Grant received 43,261,353 votes for and 565,181 against, and Shannon L. Okinaka received 43,483,730 votes for and 342,609 against.

Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending September 30, 2026, with 47,432,220 votes for and 64,550 against. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 43,438,346 votes for and 369,885 against.

UNIVERSAL TECHNICAL INSTITUTE INC Common Stock, par value $0.0001 pershare false 0001261654 0001261654 2026-03-12 2026-03-12

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 12, 2026

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 E. Windrose Drive, Suite 200, Phoenix, Arizona		85032
(Address of principal executive offices)		(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 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:

Common Stock, par value $0.0001 per share		UTI		New York Stock Exchange
(Title of each class)		(Trading symbol)		(Name of each exchange on which registered)

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 5.07 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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FAQ

What did Universal Technical Institute (UTI) stockholders vote on at the March 2026 annual meeting?

Stockholders voted on three items: electing three Class I directors to terms ending in 2029, ratifying Deloitte & Touche LLP as auditor for the year ending September 30, 2026, and approving, on an advisory basis, executive compensation for the company’s named executive officers.

Which directors were elected at Universal Technical Institute’s 2026 annual meeting and with how many votes?

Stockholders elected Robert T. DeVincenzi, Jerome A. Grant, and Shannon L. Okinaka as Class I directors. Each received more votes for than against, led by Okinaka with 43,483,730 votes for and 342,609 against, confirming continued stockholder support for the board’s composition.

Did Universal Technical Institute (UTI) stockholders ratify Deloitte & Touche LLP as auditor for 2026?

Yes, stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending September 30, 2026, with 47,432,220 votes for, 64,550 votes against, and 39,543 abstentions, indicating broad support for continuing the existing audit relationship.

How did Universal Technical Institute stockholders vote on executive compensation in March 2026?

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The vote totaled 43,438,346 shares for, 369,885 against, 27,130 abstentions, and 3,700,952 broker non-votes, signaling overall stockholder backing of current pay practices and programs.

Were there any additional proposals at Universal Technical Institute’s 2026 annual meeting?

No. Only three proposals were presented: director elections, auditor ratification, and the advisory vote on executive compensation. The company reported that no other proposals were submitted to a vote of stockholders at the Annual Meeting held on March 12, 2026.

What are broker non-votes in Universal Technical Institute’s 2026 annual meeting results?

Broker non-votes occur when brokers do not have discretionary authority or voting instructions on certain proposals. For the director elections and the advisory say-on-pay vote, there were 3,700,952 broker non-votes, which counted for quorum but not as votes for or against those items.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB