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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2006
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31923
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86-0226984 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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20410 North 19th Avenue, Suite 200, Phoenix, Arizona
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85027 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (623) 445-9500
None
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On November 28, 2006, the Compensation Committee of the Board of Directors of Universal Technical
Institute, Inc. (the Company), in connection with its periodic review of executive and other
employee compensation, increased the base salaries of its chief executive officer and other named
executive officers after a review of market data and after considering a review of total
compensation for its named executive officers. Specifically, the Compensation Committee reviewed
and considered an independent consulting firms analysis that benchmarked the Companys senior
management with proxy comparators and industry compensation data. In connection with its approval
of the increases, the Compensation Committee also utilized an independent compensation consultant
that reports directly to the Committee. The Compensation Committee also considered that the
compensation of the Companys senior management has remained unchanged since January 2005.
The following table sets forth the annual base salary levels of the Companys named executive
officers effective December 4, 2006:
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Name |
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Position |
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Base Salary |
John C. White |
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Chairman of the Board |
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$500,000 |
Kimberly J. McWaters |
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President and Chief Executive Officer |
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$575,000 |
Jennifer L. Haslip |
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Senior Vice President, Chief Financial Officer and Treasurer |
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$260,000 |
Sherrell Smith |
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Senior Vice President of Operations |
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$260,000 |
David K. Miller |
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Senior Vice President of Admissions |
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$270,000 |
The Compensation Committee also approved an executive bonus plan. Under the executive bonus plan,
Mr. White may be paid an amount up to 60% of his base salary; Ms. McWaters may be paid an amount up
to 75% of her base salary; and each of Ms. Haslip, Mr. Smith and Mr. Miller may be paid an amount
up to 45% of their base salary. Except with respect to Sherrell Smith, who was promoted to his
current position in August 2006, these bonus percentages for 2007 are the same as those for 2006.
The bonus amount paid shall be determined by the Compensation Committee based on the achievement of
the following performance targets: (1) year over year contract growth that meets or exceeds the
Companys fiscal year 2007 budget; (2) capacity utilization improvement that meets or exceeds the
fiscal year 2007 budget; and (3) earnings before interest expense and income taxes (EBIT)
percentage improvement that meets or exceeds the fiscal year 2007 budget. Each category is
weighted equally.
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TABLE OF CONTENTS
SIGNATURES
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.
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UNIVERSAL TECHNICAL INSTITUTE, INC. |
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Dated:
December 1, 2006
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By:
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/s/ Chad A. Freed |
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Name:
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Chad A. Freed |
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Title:
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Senior Vice President and General Counsel |
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