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

Date of Report (Date of Earliest Event Reported):   February 23, 2011

Universal Technical Institute, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-31923 86-0226984
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
20410 North 19th Avenue, Suite 200, Phoenix, Arizona   85027
(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))

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

Universal Technical Institute, Inc. (the “Company”) held its Annual Meeting of Stockholders on February 23, 2011.

The stockholders elected each of the three nominees as Class I Directors to serve a three-year term ending in 2014, or until the Director’s successor is duly elected and qualified:

Director   Affirmative Votes   Votes Against   Votes Withheld   Broker Non-Votes
Conrad A. Conrad
    22,243,493       139,619       6,596       1,363,458  
Alan E. Cabito
    22,157,893       225,219       6,596       1,363,458  
Kimberly J. McWaters
    22,102,305       286,185       1,218       1,363,458  

The stockholders ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for the Company for the year ending September 30, 2011:

Affirmative Votes   Votes Against   Abstain   Broker Non-Votes
    182,813       6,810       0  

The advisory vote on the compensation of the Named Executive Officers was approved:

Affirmative Votes   Votes Against   Abstain   Broker Non-Votes
    792,022       710,464       1,363,458  

The advisory vote on the frequency of the vote on the compensation of the Named Executive Officers is recommended every three years:

Three Years   Two Years   One Year   Abstain
    575,284       10,354,042       713,517  


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.
February 25, 2011   By:   /s/ Chad A Freed
        Name: Chad A Freed
        Title: General Counsel, Senior Vice President of Business Development