Universal Technical Institute 8-K 2011
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Universal Technical Institute, Inc.
Check the appropriate box below if the Form 8-K filing 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)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2011, 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 David Blaszkiewicz to the Board effective immediately. The Board elected Mr. Blaszkiewicz to fill a vacancy on the Board created as a result of an increase in the number of authorized directors under the Company’s Bylaws disclosed in Item 5.03 below. With the addition of Mr. Blaszkiewicz, the Board will have ten (10) members. Mr. Blaszkiewicz is expected to be nominated for reelection by the Company’s shareholders at the 2014 annual meeting of shareholders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 13, 2011, the Board of the Company approved an amendment to Section 2.1 of the Company’s Amended and Restated Bylaws (the "Bylaws"), which was effective immediately upon approval. The amendment increased the authorized number of directors of the Company under the Bylaws from nine (9) directors to ten (10) directors.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.