Universal Technical Institute (UTI) Proxy Filing summary

Executive summary

• Achieved significant growth in 2024, with revenue up 21% to $732.7M and net income up 241% to $42M compared to prior year.

• New student starts increased 19% to 26,885, reflecting strong demand for programs.

• Launched new programs in healthcare and aviation, expanded campus locations, and completed phase one of a multi-year growth strategy.

• Focused on growth, diversification, and optimization, with ongoing strategic acquisitions and curriculum enhancements.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class III directors for three-year terms, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals for the 2026 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of ten members, majority independent, with diverse backgrounds in business, education, healthcare, and government.

• Board divided into three classes with staggered terms; current nominees bring expertise in education, finance, healthcare, and strategic transformation.

• Five standing committees: Audit, Compensation, Nominating and Corporate Governance, Government Affairs and Public Policy, and Strategic Opportunities.

• Board leadership is separated, with a non-executive Chairman and regular executive sessions of non-management directors.

• Board values diversity, with three women and two ethnically diverse members; diversity also reflected in senior management.