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UTI > SEC Filings for UTI > Form 8-K on 13-Jan-2014All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 13, 2014, the Board of Directors (the "Board") of Universal Technical Institute, Inc. (the "Company"), upon the recommendation of the Company's Nominating and Corporate Governance Committee, elected Lieutenant General William J. Lennox, Jr. (USA Ret.) to the Board effective immediately. The Board also increased the number of directors on the Board from nine (9) to ten (10) pursuant to the Company's current Amended and Restated Bylaws (as amended December 13, 2011) in connection with the election of Mr. Lennox. Mr. Lennox will serve until the 2015 annual meeting of stockholders and until his successor is duly elected and qualified and, accordingly, will be a member of Class II of the Board.

Mr. Lennox has served as Chief Executive Officer of Lennox Strategies, LLC, a consulting company and personal business venture, since 2012. From 2006 to 2012, Mr. Lennox served as Senior Vice President, Washington, D.C., for Goodrich Corporation, a Fortune 500 aerospace firm. Prior to his position at Goodrich Corporation, Mr. Lennox served approximately 35 years in the United States Army, culminating as Superintendent of the United States Military Academy at West Point. Mr. Lennox currently serves on the Board of Princeton Power Systems, a privately held manufacturer of advanced power conversion products and alternative energy systems. Additionally, he is a member of the Board of Trustees for Saint Leo University. Mr. Lennox received a bachelor's degree in international affairs from the United States Military Academy at West Point, as well as a master's degree and Ph.D. in literature from Princeton University.

As of the date of this current report on Form 8-K, Mr. Lennox has not been appointed to serve on any of the committees of the Board.

There have been no transactions directly or indirectly involving Mr. Lennox that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

Mr. Lennox will be compensated for his service on the Board in accordance with the Company's standard compensatory, indemnification and other arrangements for non-employee directors. Those arrangements are described in detail in the Company's definitive proxy statement dated January 6, 2014 under the heading "Compensation of Non-Management Directors" and will include a one-time award of restricted stock with a value of $75,000 and subject to a three-year vesting period, which award will be made at the Board's next regularly scheduled meeting.

A copy of the press release issued by the Company in connection with Mr. Lennox's appointment is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits The exhibit to this Current Report, furnished herewith, is listed in the Exhibit Index set forth elsewhere herein.

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