Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report (Date of Earliest Event Reported):		March 1, 2017

Universal Technical Institute, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)



Delaware	1-31923	86-0226984
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

16220 North Scottsdale Road, Suite 100, Scottsdale, Arizona		85254
_________________________________ (Address of principal executive offices)		___________ (Zip Code)




Registrant’s telephone number, including area code:		623-445-9500

Not Applicable

______________________________________________

(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed as an amendment to the Current Report on Form 8-K filed by Universal Technical Institute, Inc. (the "Company") on March 3, 2017 (the “Original Report”). The Original Report was filed to report the results of the Company’s Annual Meeting of Stockholders. The sole purpose of this Amendment No. 1 is to disclose the Company's decision on the frequency of the advisory vote on executive compensation. No other change has been made to the Original Report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 1, 2017, at the Company’s Annual Meeting of Stockholders, the stockholders voted on, among other matters, an advisory proposal regarding the frequency of holding future advisory votes on executive compensation. As previously reported in the Original Report, the Company’s stockholders voted, on an advisory basis, in favor of holding an advisory vote on the Company’s executive compensation every three years.

The Board of Directors of the Company has considered the advisory vote of stockholders on the frequency of the vote on executive compensation and, consistent with the stated preference of the Company’s stockholders, decided to hold such advisory vote every three years.

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.




	Universal Technical Institute, Inc.

July 21, 2017	By:	/s/ Chad A. Freed

		Name: Chad A. Freed
		Title: General Counsel, Executive Vice President of Corporate Development