Mr. Roger Penske has informed Universal Technical Institute, Inc. (the “Company”) of his decision to resign from its Board of Directors (the “Board”), effective March 30, 2020. Mr. Penske indicated that his departure did not reflect any disagreement with the Company.

On March 31, 2020, on the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board appointed Mr. George Brochick as a Class II director of the Board, with an appointment to serve until the Company’s 2021 annual meeting of stockholders. The Board has affirmatively determined that Mr. Brochick 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 his appointment as director, Mr. Brochick was also appointed to serve on the Board’s Audit Committee, Nominating and Corporate Governance Committee and its Government Affairs and Public Policy Committee.

Mr. Brochick will participate in all director compensation and benefit programs in which the Company’s other non-employee directors participate, including an annual retainer of $35,000, an annual equity grant under the Company’s 2003 Incentive Compensation Plan valued at approximately $50,000 on the date of grant and any applicable retainers for committee service. Upon joining the Board, Mr. Brochick will receive a pro rata portion of the 2020 annual equity grant and Board and applicable committee retainers. Mr. Brochick 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 Mr. Brochick and any other person to which Mr. Brochick was appointed to serve as a director of the Board. There are currently no transactions in which Mr. Brochick has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended.

On April 1, 2020, the Company issued a press release relating to Mr. Brochick’s appointment. 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.

UNIVERSAL TECHNICAL INSTITUTE INC Exhibit
EX-99.1 2 ex991-boardchangespressrel.htm EXHIBIT 99.1 Exhibit Universal Technical Institute Announces Change to its Board of DirectorsGeorge Brochick appointed to fill vacancy created by Roger Penske’s departure SCOTTSDALE,…
To view the full exhibit click here

About UNIVERSAL TECHNICAL INSTITUTE, INC. (NYSE:UTI)

Universal Technical Institute, Inc. is a provider of postsecondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians as measured by total average undergraduate full-time enrollment and graduates. The Company offers undergraduate degree or diploma programs at approximately 12 campuses across the United States under the banner of various brands, including Universal Technical Institute (UTI), Motorcycle Mechanics Institute and Marine Mechanics Institute (collectively, MMI) and NASCAR Technical Institute (NASCAR Tech). The Company also offers manufacturer specific advanced training (MSAT) programs, including student-paid electives, at its campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. UTI offers automotive, diesel and industrial, and collision repair and refinishing programs.