Universal Technical Institute (UTI) Proxy Filing summary

Executive summary

• Achieved $836 million in revenue (up 14%) and $63 million net income (up 50%) for fiscal 2025, driven by growth, diversification, and optimization strategies.

• Opened new campuses, launched 19 new training programs, and expanded existing ones, with a focus on workforce solutions and healthcare training.

• Celebrated 60th anniversary and met post-acquisition growth criteria for Concorde a year ahead of schedule, enabling accelerated investment in healthcare programs.

• Total new student starts increased by nearly 11% to 29,793, reflecting strong demand for programs.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for three-year terms, ratify Deloitte & Touche LLP as independent auditor for FY2026, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 annual meeting must be submitted by September 22, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of 10 members, majority independent, divided into three classes with staggered terms.

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

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

• Board skills matrix ensures diversity in business, education, finance, government, and healthcare expertise.

• Stockholders can amend the certificate of incorporation and bylaws with a majority vote.