Universal Technical Institute, Inc. (UTI) Earnings Call Transcript & Summary

Good morning. I'm Bob DeVincenzi. I will be acting as the Chairman of this meeting. I would like to call to order and welcome you to our annual meeting of shareholders for this year. Due to the continued public health concerns resulting from the COVID-19 pandemic and government recommended and required limits on public gatherings, and to protect the health and safety of the company's stockholders, directors and employees, this year's annual meeting is being held in a virtual-only meeting format. This allows stockholders, regardless of physical location, to participate in today's meeting. Not only can you listen to the meeting, but you can also submit questions and vote your shares online prior to the closing of the polls in accordance with the instructions you received prior to the meeting. At this time, I would like to introduce a few of our guests today. Joining us are representatives of legal counsel for the company from DLA Piper LLP, representatives of our accounting firm, Deloitte & Touche, LLP, members of our Board of Directors as well as members of the senior executive team of the company. We will get started with the technical phase of the meeting in a few moments. But first, we would like to direct your attention to the rules of conduct, a copy of which has been posted to the online meeting portal. Among other things, the rules of conduct describe the procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. If you wish to ask a question, please type your question in the ask-a-question section on the left hand of your screen. You may ask questions at any point during the meeting. If your question relates to one of the proposals before the meeting, we will do our best to respond to your question prior to the polls closing. Approximately 15 minutes has been set aside at the end of the meeting for a question-and-answer session. Please note that representatives from Deloitte & Touche will be available to respond to questions raised by shareholders during the Q&A session. During the meeting, stockholders participating online are welcome to submit questions through the virtual meeting platform by typing your question into the ask-a-question field and clicking submit. Questions pertinent to the meeting matters will be answered following the formal portion of the meeting subject to time constraints. We will now proceed with the business of the day. Our notice and proxy statement for this meeting was previously furnished to our stockholders of record on the record date. The record date for voting at the meeting was the close of business on January 4, 2020. An alphabetical list of stockholders on the record date is available. Based upon the proxies we've received prior to the meeting, we have a quorum. As stated in the proxy statement, there are 4 proposals to be voted on today. The proposals are: first, the election of 3 directors; second, the ratification of the appointments of Deloitte & Touche, LLP as the company's independent registered public accounting firm for the year ending September 30, 2021; third, the approval of the charter amendment; and fourth, the approval and adoption of the 2021 Equity Incentive Plan. These proposals are described in the proxy statement for this meeting. The polls are now open and will remain open until I announce that the polls are closed. You may vote your shares during the meeting online through the virtual meeting platform. You will need the 16-digit control number included on your proxy card or voting instruction form. If you previously voted, that will not limit your right to vote online during the meeting through the virtual meeting platform, and your online vote will supersede the vote you submitted previously. No online votes, ballots or proxies or revocations of or changes to online votes, ballots or proxies will be accepted after the polls are closed. We will announce the voting results on each matter following the tabulation of the voting. If you've already sent or given a written proxy or if you have voted over the telephone or internet, you do not need to vote at this time, unless you wish to revoke your written proxy or prior vote. If you have not previously voted by proxy or if you wish to change your vote, you may cast your vote using the link entitled Vote Now on the right-hand side of your screen. We will pause here for 2 minutes to allow shareholders to submit their votes online. [Voting]

The voting is now concluded, and the polls are closed at 8:08 a.m. Will the Inspector of Voting, please report the results of the vote? The votes on the election of directors and the proposals have been tabulated. We are happy to announce that the directors standing for election were elected. The proposal to ratify the appointment of Deloitte & Touche, LLP, as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020 (sic) [ 2021 ] has passed. The charter amendment was approved, and the 2021 Equity Incentive Plan was approved and adopted. We appreciate your interest in the company and look forward to seeing you again next year. As there is no other formal business to be addressed at the meeting, the formal part of the meeting is adjourned. We will continue with the Q&A session. Before opening the floor to any questions or comments, as a reminder, it is possible that today's meeting, including some of our comments and some of our responses to your questions, may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. These risks, uncertainties and assumptions that could affect these forward-looking statements include risks that are included in the company's SEC reports, including our Form 10-K for the fiscal year ending September 30, 2020. We qualify all of our forward-looking statements by these cautionary statements. And except as required by law, we assume no responsibility for updating any forward-looking statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements. We will now address questions from stockholders related to annual meeting matters. If you have any questions, please submit them through the virtual meeting portal. Are there any questions from stockholders related to matters properly brought before the meeting?

Mr. Chairman, there are no questions from stockholders related to matters properly brought before the meeting at this time.

Thank you, Chris. That concludes our Q&A session. Thank you very much for joining us today. We are grateful for your interest and continued support of Universal Technical Institute. Good day.

Thank you for joining today's conference. At this time, you may disconnect your lines. Thank you. Take care, and have a great day, everyone.