Sector: Consumer Discretionary
UNIVERSAL TECHNICAL INSTITUTE INC · Meeting: March 12, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2017 with strong relevant qualifications; UTI's 3-year stock return of +372% vastly outperforms the peer group median of +110%, far exceeding the 50-percentage-point threshold needed to trigger a vote against, no attendance issues, and no overboarding or independence concerns.
CEO and director since 2019 with directly relevant education industry experience; UTI's exceptional 3-year stock performance significantly outperforms peer group median, clearing the TSR trigger threshold by a wide margin, and no other disqualifying factors apply.
Director since March 2022 with strong financial expertise (former CFO of Hawaiian Airlines, certified public accountant) serving on the Audit Committee; UTI's outstanding 3-year stock performance clears all TSR thresholds, and no other disqualifying flags apply.
All three Class I director nominees receive a FOR recommendation. UTI's 3-year stock return of +372% outperforms the peer group median of +110% by approximately +262 percentage points, well above the 50-percentage-point threshold required to trigger a vote against under the strong-positive-TSR rule. Each nominee brings relevant qualifications, all directors met the 75% attendance threshold, no overboarding issues exist, and all independent directors serving on audit and compensation committees are properly classified as independent.
CEO
Jerome Grant
Total Comp
$5,149,264
Prior Support
97.9%%
The CEO's total compensation of approximately $5.15 million is reasonable for a CEO at a ~$1.9 billion market cap company in the education services sector that delivered 50% net income growth and a 372% three-year stock return, strongly aligning pay with shareholder outcomes. The pay structure is well-designed: the majority of compensation is variable and at-risk, consisting of a mix of performance-based stock awards (which vested at 186% of target based on achieved revenue and EBITDA goals plus a maximum TSR modifier) and time-based restricted stock awards, with fixed base salary representing a minority of total pay. The prior year Say on Pay vote received 97.9% support, a clawback policy compliant with NYSE rules is in place, and there are no concerns about pay mix, incentive design quality, or governance practices.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,634,500
Non-Audit Fees
$267,085
Non-audit fees (tax fees of $265,190 plus other fees of $1,895, totaling approximately $267,085) represent about 10% of audit fees of $2,634,500, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of UTI's size; auditor tenure is not disclosed in the proxy so the tenure trigger does not apply per policy; and no material financial restatements are indicated.
Meeting held March 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Shannon L. Okinaka | 99.2% | 43.5M | 342,609 | ✓ Elected |
| Jerome A. Grant | 98.7% | 43.3M | 565,181 | ✓ Elected |
| Robert T. DeVincenzi | 97.6% | 42.8M | 1.1M | ✓ Elected |
Broker non-votes: 3.7M
Say on Pay
For 43.4M · Against 369,885 · Abstain 27,130
Auditor Ratification
For 47.4M · Against 64,550 · Abstain 39,543
UTI's 2026 annual meeting presents a straightforward ballot with no significant governance concerns: the company has delivered exceptional shareholder returns over three years, executive compensation is well-structured with meaningful performance linkage, auditor fees are clean, and all three director nominees bring relevant qualifications without disqualifying flags. All three standard proposals — director elections, auditor ratification, and Say on Pay — receive a FOR recommendation, and no stockholder proposals were submitted for this meeting.
10 companies disclosed in 2026 proxy filing
