UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.                     )

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UNIVERSAL TECHNICAL INSTITUTE, INC.
20410 North 19th Avenue
Suite 200
Phoenix, Arizona 85027
(623) 445-9500

Dear Fellow Stockholder:

          You are cordially invited to attend the 2009 Annual Meeting of Stockholders of Universal Technical Institute, Inc. (the “Company,” “UTI,” “we” or “our”), to be held at 8:00 a.m. local time on Wednesday, February 25, 2009 at the Ritz-Carlton, Phoenix, located at 2401 East Camelback Road, Phoenix, Arizona 85016.

          At this year’s meeting, you will vote on (i) the election of three directors, (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, and (iii) any other matters that may properly come before the meeting. We have attached a notice of meeting and a proxy statement that contain more information about these items and the meeting.

          Your vote is important. We encourage you to sign and return your proxy before the meeting so that your shares will be represented and voted at the meeting even if you cannot attend in person.

          We look forward to seeing you at the 2009 Annual Meeting of Stockholders.

January 20, 2009

TABLE OF CONTENTS

		Page
Notice of Annual Meeting of Stockholders and Notice of Internet Availability of Proxy Materials			1
Annual Meeting of Stockholders Proxy Statement			3
General Information			3
Voting Information			3
Proposal 1 Election of Directors			5
Corporate Governance and Related Matters			7
Board Meetings			8
Board Committees and Charters			8
Director Qualifications and Review of Director Nominees			10
Board Attendance at Annual Stockholder Meetings			11
Communication with the Board of Directors			11
Code of Conduct; Corporate Governance Guidelines			11
Compensation of Non-Employee Directors			11
Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm			13
Fees Paid to PricewaterhouseCoopers LLP			13
Audit Committee Pre-Approval Procedures for Services Provided by the Independent Registered Public Accounting Firm			14
Audit Committee Report for the Year Ended September 30, 2008			14
Equity Compensation Plan Information			16
Other Matters			17
Executive Compensation			18
Compensation Discussion and Analysis			18
Overview of Compensation Philosophy and Objectives			18
Elements of the Compensation Program and Key Goals			18
Oversight of the Executive Compensation Program			20
Benchmarking of Executive Compensation			22
Components of the Executive Compensation Program			23
Accounting and Tax Considerations			27
Compensation Committee Interlocks			27
Summary Compensation Table			27
Grants of Plan-Based Awards in Fiscal Year 2008			29
Outstanding Equity Awards at 2008 Fiscal Year-End			30
2008 Option Exercises and Stock Vested			32
Potential Payments Upon Termination or Change-in-Control			33
Employment-Related Arrangements			37
Compensation Committee Report			38
Security Ownership of Certain Beneficial Owners and Management			39
Section 16(a) Beneficial Ownership Reporting Compliance			41
Certain Relationships and Related Transactions			41
Policy Regarding Transactions with Related Persons			41
Registration Rights Agreement			42
Transactions with Management and Others			42
Submission of Stockholder Proposals			43
Annual Report			44
Delivery of Documents to Security Holders			44

UNIVERSAL TECHNICAL INSTITUTE, INC.
20410 North 19th Avenue
Suite 200
Phoenix, Arizona 85027
(623) 445-9500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

and

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

To the holders of common stock of Universal Technical Institute, Inc.:

          The 2009 Annual Meeting of Stockholders of Universal Technical Institute, Inc. (the “Company”) will be held at the Ritz-Carlton, Phoenix, located at 2401 East Camelback Road, Phoenix, Arizona 85016 on Wednesday, February 25, 2009 at 8:00 a.m. local time for the following purposes:

	1.		To elect three directors to the Board of Directors to serve for a term of three years or until their respective successors are elected and qualified.
	2.		To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2009.
	3.		To consider and act upon such other business as may properly come before the meeting.

          Only stockholders of record at the close of business on January 7, 2009 are entitled to receive notice of and to vote at the meeting. A list of stockholders entitled to vote will be available for examination at the meeting by any stockholder for any purpose germane to the meeting. The list will also be available for the same purpose for ten days prior to the meeting at our principal executive offices at 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027.

          To obtain directions to attend the Annual Meeting and vote in person, please call Investor Relations at (623) 445-9500.

          The Company has enclosed its 2008 annual report, including financial statements, and the proxy statement with this notice of annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on February 25, 2009

          The proxy statement and 2008 annual report to stockholders are available at www.proxydocs.com/uti.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED STAMPED ENVELOPE. YOUR PROXY IS BEING SOLICITED BY THE COMPANY’S BOARD OF DIRECTORS.

Phoenix, Arizona
January 20, 2009

UNIVERSAL TECHNICAL INSTITUTE, INC.
20410 North 19th Avenue
Suite 200
Phoenix, Arizona 85027
(623) 445-9500

PROXY STATEMENT

Annual Meeting of Stockholders
February 25, 2009

General Information

          This Proxy Statement and the enclosed form of proxy are furnished on or about January 20, 2009 to holders of the common stock of Universal Technical Institute, Inc. (the “Company,” “UTI,” “we” or “our”), in connection with the solicitation on behalf of the Company’s Board of Directors of proxies to be voted at the 2009 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement. The Annual Meeting will be held at 8:00 a.m. local time on February 25, 2009 at the Ritz-Carlton, Phoenix, located at 2401 East Camelback Road, Phoenix, Arizona 85016.

          We will bear the cost of soliciting proxies. Copies of solicitation material may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of common stock, and normal handling charges may be paid for such forwarding service. We may solicit proxies by mail or by personal interview, telephone and other electronic communication by our officers and other management employees, who will receive no additional compensation for their services.

          Any stockholder giving a proxy pursuant to this solicitation may revoke it at any time prior to exercise of the proxy by giving written notice of such revocation to our Secretary at our executive offices at 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027, or by attending the Annual Meeting and voting in person.

          At the close of business on January 7, 2009, there were 25,866,456 shares of our common stock outstanding and entitled to vote at the Annual Meeting. Only common stockholders of record on January 7, 2009 will be entitled to vote at the Annual Meeting. Each share is entitled to one vote on each matter voted upon. Votes may not be cumulated.

Voting Information

          At the Annual Meeting, votes will be counted by written ballot. The presence, in person or by a proxy relating to any matter to be acted upon at the Annual Meeting, of the holders of a majority of the outstanding shares of common stock will constitute a quorum for purposes of the Annual Meeting. For purposes of the quorum requirement and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the Annual Meeting in person or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Annual Meeting, are considered stockholders who are present and entitled to vote and they count toward the quorum.

          Brokers holding shares of record for customers generally are not entitled to vote on certain matters unless they receive voting instructions from their customers. As used in the discussion below, “uninstructed shares” means shares held by a broker who has not received instructions from its customers on such matters and the broker has so notified us on a proxy form in accordance with industry practice or has otherwise advised us that it lacks voting authority. As used in the discussion below, “broker non-votes” means the votes that could have been cast on the matter in question by brokers with respect to uninstructed shares if the brokers had received their customers’ instructions.

          Election of Directors. Our bylaws provide that in a non-contested election, each director nominee must be elected by the affirmative vote of the majority of the votes cast with respect to that director’s election. A “majority of the votes cast” means that the number of votes “FOR” a director nominee must exceed the number of votes “AGAINST” that director nominee. Accordingly, abstentions will have no effect on the election of a director. Pursuant to our Corporate Governance Guidelines, the Board of Directors expects any director nominee who is an incumbent director and is not re-elected to promptly tender his or her resignation, and the Board of Directors, excluding the director who tenders his or her resignation, must promptly decide whether to accept or reject the resignation.

          Ratification of the Appointment of the Independent Registered Public Accounting Firm. The affirmative vote of a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote is required to approve the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Uninstructed shares are entitled to vote on this matter. Therefore abstentions and broker non-votes will have the effect of negative votes.

          Any stockholder entitled to vote on any matter may vote part of such stockholder’s shares in favor of the proposal and refrain from voting the remaining shares or, except with respect to the election of Directors, may vote the remaining shares against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively or otherwise indicates how the number of shares to be voted affirmatively is to be determined, it will be conclusively presumed that the stockholder’s approving vote is with respect to all shares which the stockholder is entitled to vote.

          If any other matters are properly presented at the Annual Meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named as proxies and acting thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the Annual Meeting is postponed or adjourned, a stockholder’s proxy will remain valid and may be voted at the postponed or adjourned meeting. A stockholder still will be able to revoke the stockholder’s proxy until it is voted. At the date this Proxy Statement went to press, the Board of Directors did not know of any matters other than those described in this Proxy Statement to be presented at the Annual Meeting.

          Proxies properly executed and received by the Company prior to the Annual Meeting and not revoked will be voted as directed therein on all matters presented at the Annual Meeting. In the absence of specific direction from a stockholder, proxies will be voted for the election of all named Director nominees and for the proposal to ratify the appointment of the independent registered public accounting firm.

PROPOSAL 1

ELECTION OF DIRECTORS

          Board of Directors Structure. Our Board of Directors currently has nine members, the majority of whom are independent directors. The Board of Directors is divided into three classes. Directors in each class serve for three-year terms. At each annual meeting, the term of one class expires. Currently, Messrs. Conrad and Cabito and Ms. McWaters serve as Class I Directors, Messrs. Penske and White and Ms. Srere serve as Class II Directors, and Messrs. Caputo, Gilmour and Hartman serve as Class III Directors. Mr. Hartman has announced his retirement from the Board of Directors effective as of February 23, 2009.

          Nominees for Election at this Annual Meeting. The Board of Directors, acting on the recommendation of the Nominating and Corporate Governance Committee, has nominated Roger S. Penske, Linda J. Srere and John C. White for re-election as Class II Directors, each to serve a three-year term ending in 2012, or until the Director’s successor is duly elected. It is intended that the votes represented by the proxies at the Annual Meeting will be cast for the election of Mr. Penske, Mr. White and Ms. Srere as Directors.

          The following table and text presents information as of the date of this Proxy Statement concerning the nominees for election as Directors, including in each case their current membership on Committees of the Board of Directors, year first elected a Director and principal occupations or affiliations during the last five years and certain other directorships held.

Director Nominees

						Board		Elected to
Name/Title		Age				Committees		UTI Board
Roger S. Penske			71			Nominating and Corporate Governance Committee			2002
Linda J. Srere			53			Compensation Committee (Chair) and Nominating and Corporate Governance Committee			2005
John C. White			60						1997

Roger S. Penske		Mr. Penske has served as a Director on our Board since 2002. Mr. Penske has served as Chairman of the Board of Directors and Chief Executive Officer of Penske Automotive Group, Inc., a publicly-traded automotive retailer, since 1999. Mr. Penske has also been Chairman of the Board of Directors and Chief Executive Officer of Penske Corporation since 1969. Mr. Penske also serves as a director of General Electric Company, Penske Automotive Group, Inc. (formerly United Auto Group, Inc.) and Internet Brands, Inc.
Linda J. Srere		Ms. Srere has served as a Director on our Board of Directors since 2005. Ms. Srere is a marketing and advertising consultant. From January 2000 to November 2001, she served as President of Young & Rubicam Advertising, a worldwide advertising network. From September 1998 to January 2000, Ms. Srere served as Vice Chairman and Chief Client Officer of Young & Rubicam Inc. (Y&R). From January 1997 to September 1998, she served as President and CEO of Y&R’s New York office. Ms. Srere joined Y&R in September 1994 as Executive Vice President and Director of Business Development. Ms. Srere served as the Chairman of

		advertising agency Earle Palmer Brown New York from 1992 to 1994, and served as President of advertising agency Rosenfeld, Sirowitz, Humphrey & Strauss from 1990 to 1992. Ms. Srere is also a director of Electronic Arts Inc. She received a BA in Psychology from State University of New York at Oswego.
John C. White		Mr. White has served as a Director on our Board of Directors since 1997 and as Chairman of our Board of Directors since October 1, 2005. From October 1, 2003 to September 30, 2005, Mr. White served as our Chief Strategic Planning Officer and Vice Chairman. From April 2002 to September 30, 2003, Mr. White served as our Chief Strategic Planning Officer and Co-Chairman of our Board of Directors. From 1997 to March 2002, Mr. White served as our Chief Strategic Planning Officer and Chairman of our Board of Directors. Mr. White served as the President of Clinton Harley Corporation (which operated under the name Motorcycle Mechanics Institute and Marine Mechanics Institute) from 1977 until it was acquired by UTI in 1998. Prior to 1977, Mr. White was a marketing representative with International Business Machines Corporation. Mr. White was appointed by the Arizona Senate to serve as a member of the Joint Legislative Committee on Private Regionally Accredited Degree Granting Colleges and Universities and Private Nationally Accredited Degree Granting and Vocational Institutions in 1990. He was appointed by the Governor of Arizona to the Arizona State Board for Private Post-secondary Education, where he was a member and Complaint Committee Chairman from 1993-2001. Mr. White received a BS in Engineering from the University of Illinois.

The Board of Directors recommends that you vote “FOR” each of these nominees.

          Continuing Directors. The terms of A. Richard Caputo, Jr. and Allan D. Gilmour are scheduled to end in February 2010 and the terms of Conrad A. Conrad, Kimberly J. McWaters and Alan E. Cabito are scheduled to end in February 2011. Robert D. Hartman has announced his retirement from the Board of Directors effective as of February 23, 2009.

          A. Richard Caputo, Jr., age 42, has served as a Director on our Board of Directors since 1997. Mr. Caputo is the Managing Principal of The Jordan Company, LP, and has been an employee of The Jordan Company, LP and its predecessors and affiliated entities since 1990. The Jordan Company, LP manages, and is an affiliate of, The Resolute Fund, LP. Since 2002, Mr. Caputo has been a member of Resolute Fund Partners, LLC, the general partner of The Resolute Fund, LP. Mr. Caputo is also a director of Safety Insurance Group, Inc., TAL International Group, Inc. and a number of privately-held companies. Mr. Caputo received a BA in Mathematical and Business Economics from Brown University.

          Allan D. Gilmour, age 74, has served as a Director on our Board of Directors since June 2006. From November 1992 until his initial retirement in January 1995, Mr. Gilmour served as Vice Chairman of Ford Motor Company. Most recently, Mr. Gilmour again served as Vice Chairman of Ford Motor Company from May 2002 to February 2005. Mr. Gilmour began his career with Ford Motor Company in 1960.  Over the course of his 34-year tenure at Ford, Mr. Gilmour served in a variety of roles including as President of the Ford Automotive Group, Executive Vice President, International Automotive Operations and Vice President, External and Personnel Affairs.  He also served as Chief Financial Officer, Vice President and Controller, and President of Ford Motor Credit Company.  Mr. Gilmour also serves on the board of directors of DTE Energy Company. Mr. Gilmour received an AB in Economics from Harvard University and an MBA from the University of Michigan.

          Robert D. Hartman, age 60, has served as a Director on our Board of Directors since 1985 and served as the Chairman of our Board of Directors from October 1, 2003 to September 30, 2005. From 1990 to September 30, 2003, Mr. Hartman served as our Chief Executive Officer, and from April 2002 to September 30, 2003, Mr. Hartman served as the Co-Chairman of our Board of Directors. From 1979 to 1990, Mr. Hartman held several positions with us, including Student Services Director, Controller, School Director and President. He was appointed by the Governor of Arizona to the Arizona State Board for Private Post-secondary Education in 1990 and served until 1995. In addition, he has served on the Advisory Council for the Arizona Educational Loan Program, representing the private career school sector. He was founder and former Chairman of the Western Council of Private Career Schools. Mr. Hartman received a BA in General Business from Michigan State University and an MBA in Finance from DePaul University in Chicago.

          Conrad A. Conrad, age 62, has served as a Director on our Board of Directors since February 2004. Mr. Conrad was employed with The Dial Corporation from August 2000 to October 2005, where he served as Executive Vice President and Chief Financial Officer. From 1999 to 2000, Mr. Conrad was engaged in a number of personal business ventures, including providing consulting services to Pennzoil-Quaker State Company, which acquired Quaker State Corporation in December 1998. From 1974 to 1998, Mr. Conrad held various positions, most recently Vice Chairman and Chief Financial Officer, with Quaker State Corporation, a leading manufacturer of branded automotive consumer products and services. Mr. Conrad also serves as a director of Fender Musical Instruments Corporation and Chairman of Rural/Metro Corporation. Mr. Conrad received an AB in Accounting from The College of William & Mary.

          Kimberly J. McWaters, age 44, has served as our Chief Executive Officer since October 1, 2003 and as a Director on our Board of Directors since 2005. Ms. McWaters has served as our President since 2000 and previously served on our Board of Directors from 2002 to 2003. From 1984 to 2000, Ms. McWaters held several positions with UTI, including Vice President of Marketing and Vice President of Sales and Marketing. Ms. McWaters also serves as a director of Penske Automotive Group, Inc. (formerly United Auto Group, Inc.). Ms. McWaters received a BS in Business Administration from the University of Phoenix.

          Alan E. Cabito, age 61, has served as a Director on our Board of Directors since May 2008. Mr. Cabito began his career with Toyota Motor Sales, U.S.A., Inc. in 1971. Over the course of his 36 year tenure at Toyota, Mr. Cabito served in a variety of roles including District Manager and Business Management Manager for the San Francisco region, Dealer Planning Manager, Sales Planning Manager, Market Planning and Research Manager, Import Manager, Corporate Import and Distribution Manager and most recently as Group Vice President, Sales Administration. Mr. Cabito also served as the President of AirFlite, Toyota’s fixed-base operation located at the Long Beach, California airport. Mr. Cabito retired in December 2007. Mr. Cabito received an MBA in Finance from the University of Southern California.

Corporate Governance and Related Matters

          Corporate governance is typically defined as the system that allocates duties and authority among a company’s stockholders, board of directors and management. The stockholders elect the board and vote on extraordinary matters; the board is the company’s governing body, responsible for hiring, overseeing and evaluating management; and management runs the company’s day-to-day operations. Our Board of Directors currently consists of nine directors, as described above.

          “Independent” Directors. Our Board of Directors has determined that Messrs. Caputo, Conrad, Gilmour, Cabito and Penske and Ms. Srere qualify as “independent” in accordance with the published listing requirements of The New York Stock Exchange (“NYSE”). The NYSE’s independence definition includes a series of objective tests, such as that the director is not an employee of the Company, has no material relationships with the Company and has not engaged in various types of business dealings with the Company. An explanation of the independence standard used by our Board of Directors, which standard incorporates the NYSE independence definition, is set forth in the Corporate Governance Guidelines adopted by the Board of Directors and discussed elsewhere in this Proxy Statement. The Board of Directors considers all

relevant facts and circumstances in evaluating the independence of its members from management. Immaterial business transactions conducted in the ordinary course of business are not determinative of the issue of independence. As required by the NYSE rules, the Board of Directors has made an affirmative determination as to each independent director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director and has affirmatively determined that each independent director meets the independence standard used by the Board of Directors. In making these determinations, the Board of Directors reviewed and discussed information provided by the Directors and our management with regard to each Director’s business and personal activities as they may relate to us and our management. The Board of Directors also considered each Director’s other relationships that do not involve us or our management such as the prior joint ownership of a private aircraft among entities in which one of our Directors and one of our former Directors had an interest as well as the employment of UTI graduates in the service departments of automotive dealerships owned by an entity of which one of our Directors is an affiliate.

          “Independence” for Audit Committee Members and Audit Committee Financial Expert. In addition, as required by NYSE rules, the members of our Audit Committee each qualify as “independent” under special standards established by the U.S. Securities and Exchange Commission (“SEC”) for members of audit committees. Our Audit Committee also includes at least one independent member who is determined by the Board of Directors to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules, including that the person meets the relevant definition of an “independent director.” Conrad A. Conrad and Allan D. Gilmour have each been determined to be an audit committee financial expert. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Conrad’s and Mr. Gilmour’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Conrad or Mr. Gilmour any duties, obligations or liabilities that are greater than are generally imposed on them as members of the Audit Committee and the Board of Directors, and their designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liabilities of any other member of our Audit Committee or the Board of Directors.

Board Meetings

          Our Board of Directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The Board of Directors has delegated various responsibilities and authority to different board committees as described in this section of the Proxy Statement. Committees regularly report on their activities and actions to the full Board of Directors. In addition, the Corporate Governance Guidelines that have been adopted by the Board of Directors and which are discussed elsewhere in this Proxy Statement call for regular executive sessions of the non-management Directors (those not employed by us). The role of presiding director at regular executive sessions of the non-management Directors rotates on an annual basis. During fiscal 2006, the chairperson of the Compensation Committee presided over executive sessions of the non-management Directors. During fiscal 2007, the chairperson of the Nominating and Corporate Governance Committee assumed the role. During fiscal 2008, the chairperson of the Audit Committee assumed the role.

          Interested parties may contact the non-management Directors as a group by submitting a letter in a sealed envelope labeled accordingly. This letter should be placed in a larger envelope and mailed to Universal Technical Institute, Inc., 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027.

          In fiscal 2008, the Board of Directors held 9 meetings. Each Director attended at least 75% of the Board of Director meetings and meetings of committees on which such Director served during the Director’s tenure as a Director and committee member.

Board Committees and Charters

          In accordance with the NYSE Corporate Governance Rules, we currently have three standing Board committees: Audit, Compensation and Nominating and Corporate Governance. Each member of the Audit,

Compensation and Nominating and Corporate Governance Committees is an independent director in accordance with NYSE standards. Each of the Board committees has a written charter approved by the Board of Directors. Copies of each charter are posted on our website at www.uti.edu under the “Investors – Governance” captions. We will provide copies of our Board committee charters upon request made by writing to us at our principal executive offices at 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027.

          The current committee membership is as follows:

		Audit		Compensation		Nominating and Corporate
Director		Committee		Committee		Governance Committee
Alan E. Cabito		ü
A. Richard Caputo, Jr.						Chair
Conrad A. Conrad		Chair		ü
Allan D. Gilmour		ü		ü
Roger S. Penske						ü
Linda J. Srere				Chair		ü

          Audit Committee. Messrs. Conrad and Gilmour served as members of our Audit Committee during fiscal 2008 and Mr. Cabito has served as a member of our Audit Committee since May 5, 2008. The Board of Directors has determined that each member of the Audit Committee is financially literate and satisfies the independence requirements of the NYSE and the SEC. The Audit Committee has the responsibility for overseeing, among other things: our accounting and financial reporting processes; the reliability of our financial statements; the effective evaluation and management of our financial risks; our compliance with laws and regulations; and the effective and efficient audit of our financial statements by a qualified independent registered public accounting firm. The Audit Committee met six times during 2008. The Audit Committee is required by SEC rules to publish a report to stockholders concerning the Audit Committee’s activities during the prior fiscal year. The Audit Committee’s report is set forth elsewhere in this Proxy Statement.

          Compensation Committee. Messrs. Conrad and Gilmour and Ms. Srere served as members of our Compensation Committee during fiscal 2008. The Board of Directors has determined that each member of the Compensation Committee satisfies the independence requirements of the NYSE. The primary responsibility of the Compensation Committee is to develop and oversee the implementation of the Company’s philosophy with respect to the compensation of our officers. In that regard, the Compensation Committee has the responsibility for, among other things: developing and maintaining a compensation policy and strategy that creates a direct relationship between pay levels and corporate performance and returns to stockholders; recommending compensation and benefit plans to the Board of Directors for approval; reviewing and approving annual corporate and personal goals and objectives to serve as the basis for the chief executive officer’s compensation, evaluating the chief executive officer’s performance in light of the goals and, based on such evaluation, determining the chief executive officer’s compensation; determining the annual total compensation for our Named Executive Officers; approving the grants of stock options and other equity-based incentives as permitted under our equity-based compensation plans; reviewing and recommending to the Board of Directors compensation for our non-employee Directors; and reviewing and recommending employment agreements, severance arrangements and change-in-control plans that provide for benefits upon a change-in-control, or other provisions for our executive officers and directors, to the Board of Directors. The Compensation Committee met thirteen times during 2008.

          Our Board of Directors has adopted a charter for the Compensation Committee that provides, among other things, that the Compensation Committee may, at its discretion, utilize independent consultants or counsel to assist the Compensation Committee in fulfilling its duties. Pursuant to its written charter, the Compensation Committee has the sole authority to retain or terminate any such consultant or counsel, including sole authority to approve the fees and other retention terms. The Compensation Committee has retained Mercer and Compensia, Inc. to assist as independent compensation consultants. For additional

information on the role of compensation consultants, please see “Compensation Discussion and Analysis”, which is included elsewhere in the Proxy Statement.

          Nominating and Corporate Governance Committee. Messrs. Caputo and Penske and Ms. Srere served as members of our Nominating and Corporate Governance Committee during fiscal 2008. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE. The Nominating and Corporate Governance Committee has the responsibility for, among other things: identifying individuals qualified to serve as Directors of UTI; recommending qualified individuals for election to the Board of Directors at the annual meeting of stockholders; recommending to the Board of Directors those Directors to serve on each of the Board committees; recommending a set of corporate governance guidelines to the Board of Directors; reviewing periodically our Corporate Governance Guidelines and recommending governance issues that should be considered by the Board of Directors; reviewing periodically the Board of Director’s committee structure and operations and the working relationship between each committee and the Board of Directors; and considering, discussing and recommending ways to improve the Board of Director’s effectiveness. The Nominating and Corporate Governance Committee also reviews and makes recommendations to the Board of Directors regarding the size and the composition of the Board of Directors. In addition, the Nominating and Corporate Governance Committee will review and consider properly submitted stockholder recommendations on candidates for membership on the Board of Directors as described below. In evaluating such recommendations, the Nominating and Corporate Governance Committee will use the same review criteria discussed below under “Director Qualifications and Review of Director Nominees.” Any stockholder recommendations proposed for consideration by the Nominating and Corporate Governance Committee must include the candidate’s name, accompanied by relevant biographical information, and must be submitted in accordance with our Bylaws to the attention of our Corporate Secretary at Universal Technical Institute, Inc., 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027. The Nominating and Corporate Governance Committee met four times during 2008.

Director Qualifications and Review of Director Nominees

          The Nominating and Corporate Governance Committee makes recommendations to the Board of Directors regarding the size and composition of the Board of Directors. The Committee reviews annually with the Board of Directors the composition of the Board of Directors as a whole and recommends, if necessary, measures to be taken so that the Board of Directors reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board of Directors as a whole and contains at least the minimum number of independent directors required by the NYSE and other applicable laws and regulations. The Committee is responsible for ensuring that the composition of the Board of Directors accurately reflects the needs of our business and, in accordance with the foregoing, proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. Members of the Board of Directors should possess such attributes and experience as are necessary to provide a broad range of personal characteristics including diversity, management skills, and technological and business experience. Directors should be able to commit the requisite time for preparation and attendance at regularly scheduled Board of Directors and committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance is practiced. In evaluating a director candidate, the Committee considers factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies which the Board of Directors desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by the Board of Directors and any core competencies or technical expertise necessary to staff Board committees. In connection with each director nomination recommendation, the Committee must consider the issue of continuing director tenure and whether the Board of Directors will be exposed to new ideas and viewpoints, and will maintain willingness to critically examine the status quo.

Board Attendance at Annual Stockholder Meetings

          The Board of Directors does not have a formal policy with respect to the Directors’ attendance at our annual stockholder meetings, but all Directors are encouraged to attend those meetings. All Directors who, at the time, were serving as members of the Board of Directors attended last year’s annual meeting of stockholders.

Communication with the Board of Directors

          Stockholders may communicate with the Chairman of the Board of Directors, the Directors as a group, the non-management Directors as a group or an individual Director directly by submitting a letter in a sealed envelope labeled accordingly. This letter should be placed in a larger envelope and mailed to Universal Technical Institute, Inc., 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027.

Code of Conduct; Corporate Governance Guidelines

          We have a Code of Conduct (including a Supplemental Code of Ethics for the Chief Executive Officer and Senior Financial Officers) (“Code”) that applies to all of our employees, including our principal executive officer and principal financial and accounting officer. This Code is posted on our Internet website (www.uti.edu) under the “Investors – Governance” captions.

          We will provide a copy of the Code upon request made by writing to us at our principal executive offices at 20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code by posting such information on our website, at the address and location specified above, and, to the extent required, by filing a Current Report on Form 8-K with the SEC disclosing such information.

          As indicated elsewhere in this Proxy Statement, the Board of Directors has adopted Corporate Governance Guidelines. These Corporate Governance Guidelines are posted on our website (www.uti.edu) under the “About Us — Investors – Governance” captions. We will provide a copy of the Corporate Governance Guidelines upon request made by writing to us at our principal executive offices at the address indicated above and on the first page of this Proxy Statement.

Compensation of Non-Employee Directors

          In fiscal 2008, our non-employee Directors received a $35,000 annual retainer. Each non-employee Director, except Mr. Cabito, also received an annual award under our 2003 Incentive Compensation Plan (formerly known as our 2003 Stock Incentive Plan) of 1,250 shares of the Company’s common stock. Mr. Cabito received 2,000 shares of restricted stock which are forfeitable until vested (restrictions on the shares of restricted stock lapse according to a specific schedule over a three year period). In addition, each non-employee Director received reimbursement for out-of-pocket expenses, including travel expense on commercial flights or the equivalent cost of advance purchase first class commercial travel for non-employee Directors utilizing private aircraft.

          The chairperson of the Nominating and Corporate Governance Committee received an additional annual retainer of $12,000. The chairperson of the Compensation Committee received an additional annual retainer of $15,000 and the chairperson of the Audit Committee received an additional annual retainer of $20,000. All non-chairperson Directors serving on the Compensation Committee and the Nominating and Corporate Governance Committee each received an additional annual retainer of $6,000. All non-chairperson Directors serving on the Audit Committee each received an additional annual retainer of $8,000. No Director received additional compensation for meeting attendance.

          Directors who are also officers do not receive any separate compensation for serving as directors.

          The following table sets forth a summary of the compensation we paid to our non-employee directors in 2008.

		Fees Earned or				Stock
Name		Paid in Cash ($)				Awards ($)				Total ($)
Kevin P. Knight			20,417				—				20,417
Alan E. Cabito			17,250				2,788	(2)			20,038
Allan D. Gilmour			51,500				16,213	(1)			67,713
Conrad A. Conrad			63,500				16,213	(1)			79,713
A. Richard Caputo, Jr.			51,500				16,213	(1)			67,713
Roger S. Penske			43,500				16,213	(1)			59,713
Linda J. Srere			58,500				16,213	(1)			74,713

          We indemnify our Directors and officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to the Company. This is permitted by our Certificate of Incorporation. We have also entered into agreements with our Directors, contractually obligating us to provide this indemnification to them.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm with respect to our financial statements for the year ending September 30, 2009. In taking this action, the Audit Committee considered PricewaterhouseCoopers LLP’s independence with respect to the services to be performed and other factors that the Audit Committee and the Board of Directors believe are advisable and in the best interest of the stockholders. As a matter of good corporate governance, the Audit Committee has decided to submit its selection to stockholders for ratification. In the event that this selection of independent registered public accounting firm is not ratified by a majority vote of the shares of common stock present or represented at the Annual Meeting, it will be considered as a direction to the Audit Committee to consider the selection of a different firm.

The Board of Directors recommends that you vote “FOR” approval
of the ratification of PricewaterhouseCoopers LLP.

Fees Paid to PricewaterhouseCoopers LLP

          As more fully described below, all services to be provided by PricewaterhouseCoopers LLP are pre-approved by the Audit Committee, including audit services, audit-related services, tax services and certain other services.

          The following table shows the fees that we accrued for the audit and other services provided by PricewaterhouseCoopers LLP for fiscal years 2008 and 2007.

		2008				2007
Audit Fees		$	911,365			$	980,549
Audit-Related Fees			—				—
Tax Fees			21,000				23,825
All Other Fees			1,614				—
Total		$	933,979			$	1,004,374

          Audit Fees. Audit fees for the years ended September 30, 2008 and 2007 relate primarily to services rendered for the integrated audit of the consolidated financial statements and internal control over financial reporting included in our annual report on Form 10-K, for the limited reviews of the financial information included in our quarterly reports on Form 10-Q and accounting consultations relating to certain leasing transactions and our proprietary loan program.

          Tax Fees. This category consisted principally of professional services rendered by PricewaterhouseCoopers LLP, primarily in connection with our tax compliance activities, including technical and tax advice related to the preparation of tax returns.

          All Other Fees. This category represents an annual subscription we paid to PricewaterhouseCoopers LLP for access to its online database that provides us access to accounting guidance issued by the Financial Accounting Standards Board and other related standard-setting bodies.

          It is expected that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire, and will be available to respond to any appropriate questions from stockholders.

Audit Committee Pre-Approval Procedures for Services Provided by the Independent Registered Public Accounting Firm

          Pre-Approval of Audit Services. The Audit Committee shall meet with the independent registered public accounting firm prior to the audit to review the planning and staffing of the audit and approve the services to be provided by the independent registered public accounting firm in connection with the audit.

          Pre-Approval of Non-Audit Services. The Audit Committee shall review and approve in advance the retention of the independent registered public accounting firm for any non-audit service that is not prohibited by the Sarbanes-Oxley Act of 2002 (the “Act”), provided, however, that:

	(a)		permitted non-audit services that account for less than $10,000 shall be deemed to be pre-approved, and
	(b)		as permitted by Section 302 of the Act, such pre-approval is waived and shall not be required with respect to non-audit services:

	(i)		that account, in the aggregate, for less than 5% of the total fees paid by us to our independent registered public accounting firm during the fiscal year in which such non-audit services are provided;
	(ii)		that we did not recognize as “non-audit” services at the time of the engagement, and
	(iii)		that are promptly brought to the attention of, and approved by, the Committee before the completion of the audit (and such approval may be given by the Audit Committee or any member of the Audit Committee).

          The Audit Committee may delegate to any one of its members the authority to grant pre-approval of any permitted non-audit services that account for between $10,000 and $20,000 (and except as otherwise provided in a resolution of the Audit Committee adopted hereafter, the Audit Committee shall be deemed to have delegated such authority, such that any one member of the Audit Committee shall have the authority to grant pre-approval of any permitted non-audit services within such dollar limits). The pre-approval of any non-audit services pursuant to delegated authority or deemed approval shall be reported to the full Audit Committee at its next scheduled meeting. Approval of non-audit services to be performed by the independent registered public accounting firm pursuant to clause (b) above will be disclosed by us as required pursuant to Section 202 of the Act in the applicable reports filed with the Securities and Exchange Commission.

AUDIT COMMITTEE REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2008

          The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee is currently composed of three independent directors. The Audit Committee operates under a written charter adopted by the Board of Directors that is available on the Company’s website at www.uti.edu under the “About Us – Investors – Governance” captions. The Audit Committee met six times during 2008. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting.

          In fulfilling its responsibilities, the Audit Committee meets with management and the independent registered public accounting firm to review and discuss the Company’s annual and quarterly financial statements, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K, any material changes in

accounting policies used in preparing the financial statements prior to the filing of a report on Form 10-K or Form 10-Q with the SEC, and the items required to be discussed by Statement of Auditing Standards No. 61, Communications with Audit Committees (“SAS 61”), as amended, with respect to annual financial statements, and Statement of Auditing Standards No. 100, Interim Financial Information, with respect to quarterly financial statements.

          The Audit Committee met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s financial statements, management’s assessment of the Company’s internal control over financial reporting, and the significant accounting policies applied by management in the preparation of the Company’s financial statements, as well as any alternative accounting policies. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by SAS 61.

          In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm such firm’s independence from the Company and its management. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of permitted non-audit services to the Company is compatible with its independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from the Company and its management.

          The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its audit, the evaluation of the Company’s internal controls, the overall quality of the Company’s financial reporting, and other matters required to be discussed by SAS 61.

          In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008, for filing with the Securities and Exchange Commission. The Audit Committee has also selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2009.

The Audit Committee:

Conrad A. Conrad (Chair)
Alan E. Cabito
Allan D. Gilmour

EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

          We maintain the Management 2002 Stock Option Program (the “2002 Plan”) and the 2003 Incentive Compensation Plan (the “Incentive Compensation Plan”) pursuant to which we may grant equity awards to eligible persons.

          Management 2002 Stock Option Program. The 2002 Plan was adopted by our Board of Directors and became effective in April 2002. A maximum of 783,000 shares of common stock may be issued under the 2002 Plan, which is administered by our Compensation Committee.

          The 2002 Plan provides for the grant of incentive and non-qualified stock options to our employees and employees of related companies, including officers and employee directors, and non-statutory options to other persons providing material services to us or related companies. A non-employee director is not eligible to receive an award.

          As of September 30, 2008, we had issued 254,973 shares of common stock upon the exercise of options granted under the 2002 Plan. In addition, 435,179 shares of common stock are issuable pursuant to options granted under the 2002 Plan, at a weighted average exercise price of $4.40 per share. We do not intend to grant any additional options under the 2002 Plan.

          2003 Incentive Compensation Plan. The Incentive Compensation Plan was adopted by our Board of Directors and approved by holders of the majority voting power of our voting stock and became effective in December 2003. The Incentive Compensation Plan provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units, performance-based awards and cash bonuses. The Incentive Compensation Plan authorizes the issuance of up to 4,430,972 shares of our common stock, subject to proportional adjustment to reflect stock splits, stock dividends and other similar events.

          Awards under the Incentive Compensation Plan may be granted to employees, Directors, consultants and advisors to the Company or any of our subsidiaries. However, only employees (including officers and Directors who are also employees) of the Company or any of our subsidiaries may receive incentive stock options under the Incentive Compensation Plan. The Incentive Compensation Plan is administered by our Compensation Committee.

          As of September 30, 2008, we had issued 195,250 shares of common stock upon the exercise of options granted under the Incentive Compensation Plan, at a weighted average exercise price of $20.57 per share. In addition, 1,239,364 shares of common stock are issuable pursuant to currently exercisable options granted under the Incentive Compensation Plan, at a weighted average exercise price of $25.08 per share.

          As of September 30, 2008, we had granted 860,153 shares of restricted stock, net of 158,853 shares forfeited, under the Incentive Compensation Plan, of which 767,015 shares are still subject to restrictions. During the year ended September 30, 2008, restrictions lapsed with respect to 65,749 shares, of which 24,437 shares were withheld to settle individual participant tax obligations.

          The following table summarizes our equity compensation plan information as of September 30, 2008. Information is included for both equity compensation plans approved by the stockholders and equity plans not approved by the stockholders.

Common shares

Weighted-average

remaining available for

Common shares to be

exercise price of

future issuance under

issued upon exercise of

outstanding

equity compensation

outstanding options,

options, warrants

plans (excluding shares

warrants and rights

and rights

reflected in column (a))

Plan category

(a)

(b)

(c)

Equity compensation plans approved by UTI stockholders

2,273,599

(1)

$

19.91

1,536,974

Equity compensation plans not approved by UTI stockholders

—

—

—

Totals

2,273,599

$

19.91

1,536,974

          2003 Employee Stock Purchase Plan. We sponsor an employee stock purchase plan that permits eligible employees, as defined in the plan, to purchase up to 10% of an employee’s annual base and overtime pay at a price equal to 95% of the fair market value of a share of stock on the last day of the offering period. Our Compensation Committee administers the employee stock purchase plan. The Board of Directors may amend or terminate the plan. The employee stock purchase plan complies with the requirements of Section 423 of the Internal Revenue Code of 1986, as amended.

OTHER MATTERS

          The Board of Directors knows of no matters, other than the proposals presented above, to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy card enclosed with this Proxy Statement to vote the shares they represent as the Board may recommend.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Philosophy and Objectives

          Our compensation and benefits programs are designed to attract, reward, motivate and retain top tier executive talent possessing the key skills and abilities necessary to achieve success for our customers, stockholders, employees and strategic partners. We believe that in this highly competitive market for top executive talent, it is critical that we provide our executives with incentives to excel, be internally and externally equitable, and promote a culture of innovation and results-oriented customer service.

          We believe an effective compensation program rewards the achievement of short-term, long-term and strategic goals that are closely aligned with the interests of our stockholders. Therefore, we believe that a meaningful portion of each executive’s total compensation opportunity should be at risk and payable only if the executive’s performance benefits the interests of our stockholders. We expect that this emphasis on performance-based compensation will contribute to our long-term success and increase the value of our stockholders’ investment.

          Consistent with our compensation philosophy, the objectives of our compensation and benefits programs are to:

	•		Attract and retain top talent from a broad array of industry and company backgrounds by offering the potential for aggregate compensation above the median of our industry.
	•		Align compensation with the achievement of financial and operational performance goals that foster the creation of long-term stockholder value, while maintaining appropriate focus on near-term performance.
	•		Drive behaviors that advance our mission of purpose, people and profit.
	•		Align incentive programs with performance goals so that the level of incentive compensation is commensurate with the level of performance.

          Our compensation and benefits programs are driven by our business environment, objectives and outcomes. Consequently, we evaluate the performance of our Named Executive Officers, as defined herein, based on their management of UTI in the context of current business and economic conditions and our performance relative to our industry peers. We also evaluate each executive’s performance relative to his or her individual attainment of key goals and the success of the Named Executive Officers, as a team, in achieving our operating objectives. Because our Named Executive Officers have broad policy-making authority, the Compensation Committee holds them responsible for our financial performance and for upholding our values in a competitive marketplace.

Elements of the Compensation Program and Key Goals

          Our executive compensation program is designed around the concept of total direct compensation. Total direct compensation refers to the combined elements of base salary, annual incentive, and long-term incentive pay. In setting the appropriate level of total direct compensation, we review industry and peer group compensation data in order to set executive pay at a level that is competitive and that will attract and motivate top talent, while keeping the overall pay levels aligned with stockholder financial interests and commensurate with job responsibilities.

          The table below sets forth each element of our compensation program, the rationale for our selection of each element, what each element is designed to reward, and how the Compensation Committee determines the appropriate amount or value of each element.

Compensation		Why the Element was		What the Element is		How the Appropriate Value of
Element		Chosen		Designed to Reward		Each Element is Determined
Base Salary		Provides appropriately competitive form of fixed cash compensation commensurate with job responsibilities and rewards short-term performance.		Core competencies, experience and required skills in senior leadership position.		Base pay for our Named Executive Officers is targeted between the median and 75th percentile of our composite comparison group.
Annual Cash Incentive		Focuses Named Executive Officers on the achievement of short-term goals and provides meaningful annual reward upon achievement of such goals.		Variable component intended to reward contributions to our short-term business objectives and achievement of individual goals.		The full target incentive bonus is targeted to be between the median and the 75th percentile target incentive levels expressed as a percentage of base pay for companies of our size and revenue. (1)
Long-Term Incentives: Stock Options and Restricted Stock		Provides equity-based reward linked to performance of our stock, focuses Named Executive Officers’ efforts on the behaviors within their control that we believe will ensure our long-term health and success, as measured by increases in our stock price over a period of several years, growth in our earnings per share and other elements. Multi-year vesting serves as a retention mechanism for key talent. Further aligns the interests of employees with those of our stockholders. Encourages ownership of our stock.		Variable component intended to reward contributions to our long-term success and the achievement of our mission and key business objectives, and each Named Executive Officer’s commitment to the interests of our stakeholders.		Target Long-Term Incentive value is the difference between cash compensation and the market 75th percentile of the total direct compensation of companies of our size and revenue. (1)
Welfare Benefits: Health, Life and Disability Benefits		Competitive benefits package is essential for recruiting and retention and is part of our broad-based total compensation program. Provides access to health care and protection from catastrophic financial events such as illness, injury or death.		Named Executive Officers participate in employee benefit plans generally available to all our employees, including health, life and disability plans.		Health, life and disability benefits are benchmarked annually using the Towers Perrin 2008 Health Plan Cost Survey which covers approximately 9.6 million U.S. employees, retirees and dependents. We target the median of this data to maintain competitive benefit levels.
Retirement Benefits		Retirement benefits are a key component of a competitive compensation package. Assists the Named Executive Officer with financial preparation for retirement.		Named Executive Officers may participate in the Company’s 401(k) Plan which is generally available to our eligible employees.		We benchmark our 401(k) plan annually against general industry utilizing data from our 401(k) administrator’s (T. Rowe Price) client database, and target median levels for this benefit. According to this data, we are below median on the availability of other retirement benefits such as deferred compensation or pension plans (which we do not offer).

Compensation		Why the Element was		What the Element is		How the Appropriate Value of
Element		Chosen		Designed to Reward		Each Element is Determined
Severance, Change-in-Control, and Other Post-Employment Benefits		Severance and change-in-control agreements are designed to facilitate our ability to attract and retain executives in a competitive marketplace that commonly offers such protections. Our CEO, CFO and Chairman have employment agreements that provide severance benefits. Severance benefits ease an employee’s transition in the event of an unexpected termination due to changes in our employment needs. Change-in-control agreements encourage employees to remain focused on our business in the event of rumored or actual fundamental corporate changes and aids in retaining employees during such critical times. Post-employment medical benefits for the Chairman were originally negotiated as a part of a business merger.		Rewards service and tenure and recognizes the need for financial security for key executives when employment ends. Rewards focus on our ongoing needs within the changing landscape of the for-profit education industry.		We review existing survey data regarding employment and severance agreements, and change-in-control benefits to ensure our benefits are consistent with current practice for companies of our size and revenue.   In reviewing external competitive data with regard to these arrangements, we also consider best practices for specific components of these agreements.
Additional Benefits and Perquisites		Executive physicals are provided to assist our executive officers with the proactive monitoring of their health. Company-paid premiums and the Executive Medical Plan serve as competitive recruiting and retention tools. Additional Term Life Insurance recognizes the greater salary replacement need for our executive officers’ dependents and beneficiaries in the event of an executive’s death.		Given the rigorous demands of an executive officer role, we have a vested interest in their proactive focus on their health and security.		Our philosophy is to limit the number of perquisites and benefits. Through available survey and proxy data, we believe that our perquisites are less than comparable organizations.

Oversight of the Executive Compensation Program

          Compensation Committee Purpose, Composition, Schedule and Responsibilities

          The Compensation Committee carries out the Board’s responsibilities relating to compensation of our executive officers. The Compensation Committee also oversees and advises the Board on adoption of, or changes to, policies that govern employee compensation and benefits, including incentive compensation and equity-based compensation.

          The Compensation Committee is comprised of three or more directors (currently, there are three) who qualify as all of the following: (i) independent directors under applicable NYSE rules; (ii) “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; and (iii) “non-employee directors” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934. Members of the Compensation Committee are nominated by the Nominating and Corporate Governance Committee and elected by a majority vote of the Board to serve a one-year term.

          The Compensation Committee is required by its charter to meet at least two times annually or more frequently as the Committee deems appropriate. In fiscal 2008, the Compensation Committee met 13 times.

          The Compensation Committee is responsible for implementing our overall executive compensation philosophy and structure and establishing the goals and objectives relating to executive compensation paid to the Chief Executive Officer, Chairman and other executive officers.

          In determining the appropriate level of compensation, the Compensation Committee reviews the results of the Nominating and Corporate Governance Committee’s annual performance review of the Chief Executive Officer and Chairman. Based on this evaluation and a review of these executives’ total compensation, the Compensation Committee makes recommendations to the Board for approval. The Compensation Committee also reviews the Chief Executive Officer’s annual performance review of each of the executive officers taking into consideration our executive compensation goals and objectives and, based on this review, is responsible for the approval of each component of each executive officer’s compensation. The Committee also reviews and approves adjustments for executive officer promotions or hires and contingent obligations such as severance, change-in-control or similar arrangements.

          For fiscal 2008, the Compensation Committee conducted this review in the Fall for base and incentive components of the executive officers’ compensation. The Compensation Committee benchmarked long-term incentive values in June.

          In determining the appropriate level of compensation for our executive officers, the Compensation Committee received the assistance of Mercer LLC (Mercer) and Compensia, Inc. (Compensia). Both Mercer and Compensia are independent, third party consulting firms. For a more complete discussion on the role of Mercer and Compensia, please refer to “Role of Compensation Consultants” below.

          In assessing the competitiveness of our compensation programs, the Compensation Committee reviews the total direct compensation opportunities, both short- and long-term, while at the same time analyzing the competitiveness of each component of compensation. The complete mix of pay components is monitored and compared to peer company practices to ensure appropriate pay leverage is maintained in the overall compensation package and in equity-based incentives that emphasize long-term stockholder value creation.

          Role of Executive Officers in Determining Compensation

          Our Chief Executive Officer makes recommendations to the Compensation Committee as to the base salaries, target bonus, and long-term incentive grant levels of the executive officers, including the Named Executive Officers (other than the CEO). The CEO’s recommendations are based on data provided by Mercer and analyses provided by Compensia as well as the CEO’s evaluation of each officer’s performance.

          Role of Compensation Consultants

          The Compensation Committee received and continues to receive assistance from Mercer and Compensia in fulfilling its duties. Mercer, which was retained by our management, assisted in assessing the competitiveness of our compensation policies and programs. Mercer’s analyses benchmarked our executive compensation levels against companies in our peer group that have executive positions with responsibilities similar in breadth and scope to ours and that compete with us for executive talent. Mercer’s analyses also utilized external market data compiled from executive compensation surveys. We engaged Mercer on a specific project basis and instructed them to research our compensation practices for our twelve executive officer positions using published survey sources and proxy data from our peer companies. We also requested Mercer to provide compensation data for base pay, total cash compensation, and long-term incentive practices for each of the executive officer positions. Other than the work described above, there are no other material relationships between Mercer and UTI, its officers or directors.

          Compensia, which was retained by the Compensation Committee, assisted in preparing and developing the appropriate peer comparison group used in benchmarking competitive compensation levels. Compensia provided advice and analysis to the Compensation Committee with respect to the propriety and competitive value of long-term incentive grants, and employment and change-in-control agreements. Compensia works at the direction of, and reports directly to, the Compensation Committee. Compensia does not perform any services for our management unless directed to do so by the Compensation Committee. The Compensation Committee’s engagement with Compensia is for an indefinite period and encompasses advisory services such as periodic review of executive compensation philosophy, competitive assessment of executive compensation levels and pay-for-performance linkage, executive cash and broad-based equity incentive program design, review of executive contracts and other ad hoc support. Other than the work described above, there are no other material relationships between Compensia and UTI, its officers or directors.

Benchmarking of Executive Compensation

          Peer Group Description and List

          To evaluate the competitiveness of our executive compensation program, we compare the elements of our compensation program with a peer comparison group comprised of companies in the for-profit education industry with similar market capitalization and net revenues. Our comparison group for fiscal 2008 includes the following companies: Corinthian Colleges, Inc.; DeVry, Inc.; Educate, Inc.; GP Strategies Corporation; ITT Educational Services, Inc.; Learning Tree International, Inc.; Lincoln Educational Services Corporation; Nobel Learning Communities, Inc.; Plato Learning, Inc.; Strayer Education, Inc.; and The Princeton Review, Inc. We also collected job-specific compensation survey data from general industry organizations with target revenue of approximately $375 million. Compensation surveys used in 2008 were Mercer’s Benchmark Database and Watson Wyatt’s Top Management Compensation Survey. Data from these surveys are averaged with the data from our peer comparison group to create a composite comparison group.

          We target total cash compensation (base salary and annual incentive pay) at the appropriate percentile of the market data, which for 2008 was between the median and the 75th percentile. This range was chosen because (1) based upon our research we have determined this is the level at which we need to pay in order to recruit and retain top talent, and (2) turnover in our peer group causes significant swings in the market data from year to year. In establishing competitive base salaries and annual incentive pay, we also consider the levels of total cash compensation at industry organizations outside of our comparison group from which we recruit executives and to whom we are most likely to lose talent.

          To establish the target levels of long-term incentive compensation, we review the difference between each Named Executive Officers’ total cash compensation and the market 75^th percentile total direct compensation (base salary, annual incentive and long-term incentive). The target for our long-term incentive grant is based on the aggregate dollar value of this difference which ensures that the total direct compensation of our Named Executive Officers is competitive with the total direct compensation paid by our competitors.

          As part of its annual compensation review of Named Executive Officers, the Compensation Committee also analyzes benchmark data provided by Mercer showing the market median bonus levels as a percentage of salary. The Compensation Committee has determined that the full target incentive bonus should be at or slightly above the median target incentive levels expressed as a percentage of base pay for companies of our size and revenue to provide a meaningful and competitive incentive in order to attract and retain top talent.

Components of the Executive Compensation Program

          Base Salaries

          The Compensation Committee annually reviews and approves the base salaries of the Named Executive Officers utilizing the benchmarking procedures described above. Apart from benchmarking, base salaries are influenced by a variety of objective and subjective factors such as the level of responsibility, experience and individual performance and relative levels of responsibility and job scope.

          In December 2007, the Compensation Committee approved increases to the base salaries of Named Executive Officers as follows: 2% for both Kimberly McWaters and John White, and 3.7% for Roger Speer. These increased amounts were based on market survey data for average executive-level increases nationally and adjusted for individual performance. Ms. McWaters and Mr. White declined their increases in recognition of our financial performance.

          Effective January 2008, Sherrell Smith was promoted to Executive Vice President of Operations and received a promotional increase in salary of 15.4% commensurate with his new responsibilities and obligations.

          Annual Incentive Plan

          The annual incentive plan provides the Named Executive Officers with the opportunity to earn performance-based awards based on the achievement of specific performance goals for the fiscal year. The performance goals are based on specific business criteria for the Company. All of our Named Executive Officers, with the exception of Kimberly McWaters, participate in the Executive Officer Incentive Plan. For fiscal year 2008, Kimberly McWaters’ incentive compensation award was granted under the Universal Technical Institute, Inc. 2003 Incentive Compensation Plan.

          For our fiscal year 2008, the Compensation Committee established performance goals for all Named Executive Officers in both the Executive Officer Incentive Plan and the 2003 Incentive Compensation Plan based on Earnings Before Interest and Taxes (EBIT). For bonus purposes, EBIT is adjusted to exclude bonus expense and adjusting entries posted during fiscal year 2008 related to fiscal year 2007 that were included in prior year bonus calculations. The EBIT goals were measured on a Company-consolidated basis for the Named Executive Officer group. This metric was chosen because it captured our need to increase revenue and contain costs during fiscal year 2008.

          The Compensation Committee approved the following bonus targets and payout levels for fiscal year 2008:

2008 Named Executive Officer Target Bonus as a % of Base Salary

Kimberly J. McWaters			75	%
John C. White			60	%
Jennifer L. Haslip			45	%
Eugene S. Putnam, Jr.			50	%
Roger L. Speer			35	%
Sherrell E. Smith (1)			50	%

Fiscal Year 2008 EBIT Achievement and Payout Levels

EBIT
(in thousands)		Bonus Payout %
$11,948			19	%
$18,250			29	%
$26,215			52	%
$27,831			58	%
$29,034			60	%
$30,542			65	%
$32,050			70	%
$33,558			75	%
$35,065			80	%
$36,573			85	%
$38,081			90	%
$39,589			95	%
$41,096			100	%
$42,604			105	%
$44,112			110	%
$45,620			115	%

Consolidated EBIT results for fiscal year 2008 for the bonus calculation were $14,773 (in thousands) and resulted in a bonus payout of 19% for the Named Executive Officers.

          In November 2008, the Compensation Committee approved the 2009 Leadership Incentive Plan and the 2009 incentive plan for Kimberly McWaters and John White under our 2003 Incentive Compensation Plan. The Compensation Committee has determined that for fiscal 2009, performance-based awards for all Named Executive Officers will be based on consolidated EBIT, as well as specific performance criteria for Messrs. Smith and Putnam. For each Named Executive Officer, the bonus opportunity is as follows:

2009 Named Executive Officer Target Bonus as a % of Base

Kimberly J. McWaters			75	%
John C. White			60	%
Eugene S. Putnam, Jr.			50	%
Roger L. Speer			35	%
Sherrell E. Smith			50	%

          For the EBIT portion of the target bonus to be achieved, we must achieve a specific increase in EBIT over fiscal year 2008.  The increase necessary to achieve the target bonus has not been achieved during the previous five fiscal years. To achieve the maximum payout, fiscal year 2009 EBIT must exceed the EBIT necessary for the target bonus by 34%.

          For Messrs. Smith and Putnam, the EBIT portion accounts for 80% of their bonus opportunity and each have specific performance goals which account for the remainder of their bonus opportunity. For Messrs. Smith and Putnam, 6.66% of their bonus opportunity requires the achievement of a departmental operating budget target for 2009.  In order to achieve this target, the departmental operating budget must come within 2% of the targeted budget. Otherwise, no award on this component will be paid.  This is the

first year of initiating this measure in the bonus plan.  Had this measure been part of the bonus plan in the past fiscal year, none of these executives would have received payment on this component. Mr. Smith has two additional performance goals which are 6.67% each of his bonus opportunity.  The first performance goal requires the achievement of targeted average quarterly student enrollment for fiscal year 2009.  The target number of students must increase by a specific amount for fiscal year 2009 as compared to fiscal year 2008.  In order to achieve this increase, average student enrollment must reach an amount that has not been achieved since fiscal year 2005. The second performance goal relates to the successful and timely achievement of a proprietary company initiative.  The measurement of the success and payout of this goal will be based on timely completion of milestone targets within the initiative’s budget. This initiative is one of the largest strategic initiatives we have undertaken. The initiative will impact every functional area of the company and require tremendous effort from the entire organization in order to be successful. With regards to Mr. Putnam, 6.67% of his target bonus is dependent on an achievement relative to internal controls over financial reporting. In an ever-changing regulatory environment, internal controls are essential for transparent financial reporting. While our internal controls have been effective, we are challenging management to ensure we are continuing to improve results. Additionally, 6.67% of Mr. Putnam’s target bonus relates to the successful and timely achievement of two proprietary initiatives. The measurement of the success and payout percent of this goal will be based on timely completion of milestone targets within the initiatives’ budget. Both initiatives relate to significant technology improvements impacting the finance function and require significant effort and coordination between multiple company-wide teams in order to be successful. In determining whether the specific performance goals noted above have been satisfied, the Compensation Committee will rely upon the evaluations of Ms. McWaters, as well as their own observations obtained from the reports given by management at the meetings of our Board of Directors.

          Long-Term Incentive Compensation

Equity Grant Timing and Practices

          Pursuant to our equity granting policy and procedures, equity awards are made upon the recommendation of the Compensation Committee with approval from the independent members of the Board during an open trading window. Stock Options are awarded with an exercise price equal to the closing price of our stock on the New York Stock Exchange on the date of approval and may never be less than fair market value. Grants to newly hired or promoted executive officers who are eligible to receive options or stock awards are proposed for approval at the Board’s next regularly scheduled meeting that occurs during an open trading window following the officer’s hire or promotion. Grant timing will be applied consistently and shall under no circumstances occur outside of an open trading window. For fiscal 2008, we changed our annual grant timing from February to June in order to better spread the compensation “touch points” throughout the year. Since most employees eligible to receive an equity grant are also eligible to receive any bonus payments or merit increases in December, the Committee decided that awarding equity six months later created greater engagement and opportunity to spread compensation communication across the fiscal year. Equity grant award levels are based on market data and vary among participants based on their positions within our company and, for fiscal 2008, were granted at the Board’s regularly scheduled June meeting. Documentation of the award is distributed to the recipients promptly following approval by the Board.

2008 Grant

          In June 2008, the Compensation Committee approved grants of stock options and restricted stock to the Named Executive Officers using the benchmarking process described above. When determining the award, the Compensation Committee considered our current business environment, competitive market data, and each officer’s level of responsibility. The grants were designed with a view to increasing employee retention and encouraging ownership of our stock. In 2008, each of our Named Executive Officers received 80% of his or her “target” grant value (see paragraph below regarding the supplemental grant) in restricted stock and 20% in stock options. Stock options vest ratably over four years. Restrictions on the shares of restricted stock lapse at a rate of 25% each year for four years.

          In addition to the regular annual grant amount, included in the grant were additional shares to recognize and reward executive officers. This additional amount was in the form of stock options to (1) enhance the long term incentive value for executive officers, (2) recognize past performance and provide an incentive for future goals linked to shareholder return, and (3) to correct a shortfall in retention value resulting from the current difficult business environment. Named Executive Officers receiving this supplemental grant included Messrs. Smith, Speer and Putnam.

          The Compensation Committee believes a blend of stock options and restricted stock provides the best retention mechanism. Providing a significant percentage of the total award in the form of stock options is also important to align the incentive value to the interest of stockholders, since options only increase in value when the stock price increases. Because SFAS 123(R) requires that we now expense stock options at a value less than the value of restricted stock (depending on a number of factors used in the Black Scholes valuation model), options can be provided in greater number to each Named Executive Officer. Offering restricted stock, which retains some value for the executive during difficult business climates, ensures that the long-term incentive maintains some retention value to our Named Executive Officers while also rewarding improvements in our long-term performance. Additionally, restricted stock is less dilutive since fewer shares are needed to provide equivalent value.

          General Benefits and Executive Perquisites

          We offer a health and welfare benefits package to all eligible employees, which includes coverage for medical, dental, disability, life, accidental death and dismemberment, vision, flexible spending, education assistance, employee assistance and business travel accident. Please see the table above under the heading “Elements of the Compensation Program and Key Goals” for detailed information on the Named Executive Officers’ benefits and perquisites.

          The costs of the perquisites and personal benefits for the Named Executive Officers for fiscal year 2008 are included in the “All Other Compensation” column of the “Summary Compensation Table” below.

          Post-Employment Compensation Programs

Retirement Benefits

          We offer a 401(k) plan which is generally available to all employees to assist them in saving for retirement. After the first year of employment, we match 50 cents on each dollar saved up to the first 5% of eligible pay contributed to the plan. A five-year vesting schedule applies to all of our matching contributions.

Employment Agreements

          We have employment agreements with three of our Named Executive Officers—Kimberly McWaters, John White and Eugene Putnam—that provide certain post-employment severance and benefits if we terminate the officer’s employment other than for cause. Generally speaking, “cause” includes conviction of a felony or other crime involving embezzlement or misuse of funds, a knowing breach of the fiduciary duties owed by the executive to the Company, or a failure to perform the executive’s material duties or a neglect of same. While the details of these agreements vary, each generally provides for salary payments to continue following termination. No agreement provides for salary payments beyond 24 months following termination.

          For more information, please see the tables below under the heading “Potential Payments Upon Termination or Change-in-Control” and the information set forth under the heading “Employment-Related Arrangements.”

Change-in-Control Agreements

           We have entered into change-in-control agreements with those Named Executive Officers who do not have employment agreements with us. These agreements provide that if the executive is terminated without cause or terminates employment for good reason within one year of a change-in-control, the executive will continue to receive salary payments for 12 months and will receive a prorated bonus calculated by multiplying the executive’s target bonus percentage by the executive’s fiscal year salary earned through the date of termination. The executive is also entitled to receive 12 months of paid health benefits continuation and outplacement services.

          For more information, please see the tables below under the heading “Potential Payments Upon Termination or Change-in-Control.”

Accounting and Tax Considerations

          Internal Revenue Code Section 162(m) limits our ability to deduct non-performance based compensation in excess of $1.0 million that we pay to certain of our executive officers. In fiscal 2008, we did not pay non-performance based compensation in excess of the $1.0 million limit to any of our executive officers. The Compensation Committee intends for all incentive compensation paid to the Named Executive Officers to be deductible for federal income tax purposes to the greatest extent possible, however, in certain cases, the Compensation Committee may determine that the amount of tax deduction lost is less important than appropriate design and delivery of compensation to our executive officers.

          Our 2003 Incentive Compensation Plan, which was approved by our stockholders, permits the award of stock options, performance shares, performance units, stock appreciation rights, performance-based awards and cash bonuses that qualify as performance-based compensation and are therefore fully deductible under section 162(m) of the Code.

          In determining equity compensation awards for 2008, we generally considered the potential expense of those awards under SFAS 123(R) and their impact on earnings per share. We concluded that the award levels were in the best interests of stockholders given competitive compensation practices among our peer companies, the awards’ potential expense, our performance, and the impact of the awards on employee motivation and retention.

          The American Jobs Act of 2004 added Section 409A to the Internal Revenue Code. Section 409A revises the tax rules governing non-qualified deferred compensation strategies. We have reviewed Section 409A and its rules and regulations and have adapted some of our compensation arrangements to them.

Compensation Committee Interlocks

          Ms. Srere and Messrs. Conrad and Gilmour served as members of our Compensation Committee during fiscal 2008. None of these Directors was an executive officer or otherwise an employee of UTI before or during such service, and no executive officer of UTI served on any other company’s compensation committee.

Summary Compensation Table

          The following table summarizes the compensation we paid our Chief Executive Officer, our Chairman of the Board, the two individuals that served as our Chief Financial Officer during the last fiscal year and our three most highly compensated executive officers, who we refer to collectively as the “Named Executive Officers.”

																		Non-Equity
										Stock				Option				Incentive Plan
										Awards ($)				Awards ($)				Compensation ($)				All Other
Name and Principal Position		Year				Salary ($)				(1)				(2)				(3)				Compensation ($)				Total ($)
Kimberly J. McWaters			2008				579,423				225,677				482,574				81,938				41,372	(4)			1,410,984
Chief Executive Officer, President and Director			2007				547,746				123,139				682,335				27,084				34,107				1,414,411
Eugene S. Putnam, Jr. (10)			2008				209,259				5,575				4,878				17,867				91,626	(5)			329,205
Executive Vice President and Chief Financial Officer
Jennifer L. Haslip (11)			2008				131,000				—				61,194				12,056				196,614	(6)			400,864
Former Chief Financial Officer			2007				254,288				39,844				328,590				7,591				30,199				660,512
John C. White			2008				503,846				131,873				260,286				57,000				38,868	(7)			991,873
Chairman of the Board			2007				476,167				75,584				392,672				15,385				28,644				988,452
Roger L. Speer			2008				233,199				61,239				186,649				15,367				48,474	(8)			544,928
Senior Vice President of Custom Training Group and Support Services			2007				224,308				39,844				288,220				5,230				32,012				589,614
Sherrell E. Smith			2008				292,154				67,228				118,722				26,724				36,169	(9)			540,997
Executive Vice President and Chief Operating Officer			2007				258,366				36,471				127,011				7,578				25,785				455,211

Grants of Plan-Based Awards in Fiscal Year 2008

          The following table sets forth information regarding grants of plan-based awards in 2008 to each of our Named Executive Officers.

																		All Other				All Other
																		Stock				Option				Exercise
																		Awards:				Awards:				or Base				Grant Date
						Estimated Future Payouts Under Non-												Number of				Number of				Price of				Fair Value
						Equity Incentive Plan Awards (1)												Shares of				Securities				Option				of Stock and
						Threshold												Stock or Units				Underlying				Awards				Option
Name		Grant Date				($)				Target ($)				Maximum ($)				(#)				Options (#)				($/Sh) (2)				Awards (3)
Kimberly J. McWaters							80,500				431,250				494,500	(4)
			6/3/2008																61,500				39,300				12.75			$	976,147
Eugene S. Putnam, Jr.			8/11/2008																10,133				22,914				15.79			$	300,001
John C. White			6/3/2008																24,600				15,700				12.75			$	390,361
Roger L. Speer			6/3/2008																9,200				20,900				12.75			$	219,419
Sherrell E. Smith			2/27/2008																3,200				2,500				12.97			$	55,361
			6/3/2008																12,300				37,900				12.75			$	342,007

          In fiscal 2008, each of our Named Executive Officers received 80% of his or her regular grant value in restricted stock and 20% in nonqualified stock options. In addition to the regular grant amount, included in the grant were additional shares to recognize and reward executive officers. This additional amount was in the form of stock options and was granted to Messrs. Smith, Putnam and Speer.

          Stock options awarded in fiscal 2008 vest ratably (25% each year) over four years. The option exercise price may be no less than 100% of the fair market value of a share of common stock at the time of grant. Under certain circumstances, the vesting of options for all stock option recipients, including the Named Executive Officers, may accelerate. These circumstances include death, disability, termination without cause within one year following a change-in-control of the Company, or termination by the recipient for good reason. “Good reason” means a material reduction in the recipient’s authority, perquisites, position or responsibilities (other than such a reduction which affects all of our senior executives on a substantially equal or proportionate basis), or a requirement that the recipient relocate greater than 50 miles from the recipient’s primary work location. Options granted in fiscal 2008 expire on the earliest of the following events: (i) seven years from the grant date; (ii) the date employment with us or any of our subsidiaries is terminated for cause; (iii) 90 days after the date employment with us or any of our subsidiaries is terminated for any other reason other than death or disability; or (iv) one year after the date employment with us or any of our subsidiaries is terminated because of an employee’s death or disability.

          Restrictions on the shares of restricted stock granted in fiscal 2008 lapse at a rate of 25% each year for four years. Recipients of restricted stock, including Named Executive Officers, are considered stockholders with respect to all such shares of restricted stock and have all of the rights of a stockholder in the Company with respect to the restricted shares (e.g., they may vote the shares at any meeting of our stockholders). However, recipients have no rights to any dividends declared with respect to the restricted shares until the restrictions on such shares lapse and may not sell or transfer the shares until they vest. All restrictions on the restricted shares lapse upon death, disability, termination without cause within one year following a change-in-control of the Company or termination by the recipient for good reason (which is described in the paragraph above).

Outstanding Equity Awards at 2008 Fiscal Year-End

          The following table sets forth certain information regarding all outstanding equity awards for each of our Named Executive Officers, as of September 30, 2008. The values contained in the table below have not been, and may never be, realized. The options might never be exercised and the value, if any, will depend on the share price on the exercise date. In addition, the awards of restricted stock are subject to forfeiture and the value, if any, will depend on the share price on the date an executive sells those shares once the restrictions have lapsed.

						Outstanding Equity Awards at Fiscal Year-end
						Option Awards																				Stock Awards
														Equity
														Incentive																				Equity				Equity Incentive
														Plan																				Incentive Plan				Plan Awards:
														Awards:																Market				Awards:				Market or
						Number of				Number of				Number of												Number of				Value of				Number of				Payout Value of
						Securities				Securities				Securities												Shares or				Shares or				Unearned				Unearned
						Underlying				Underlying				Underlying												Units of				Units of				Shares, Units,				Shares, Units, or
						Unexercised				Unexercised				Unexercised				Option				Option				Stock That				Stock That				or Other Rights				Other Rights
						Options (#)				Options (#)				Unearned				Exercise				Expiration				have Not				Have Not				That Have Not				Held That Have
Name (1)		Award Date				Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				Vested ($)				Vested (#)				Not Vested ($)
Kimberly J. McWaters
		Apr 02, 2002					310,842											$	4.40			Apr 02, 2012
		Dec 17, 2003					157,240											$	20.50			Dec 17, 2013
		Feb 16, 2005					48,750				16,250	(2)						$	38.46			Feb 16, 2015
		Jun 15, 2006					26,250				26,250	(3)						$	23.25			Jun 15, 2016					5,951	(4)		$	101,524
		Feb 28, 2007					2,325				6,975	(7)						$	23.63			Feb 28, 2017					15,600	(8)		$	266,136
		Jun 03, 2008									39,300	(11)						$	12.75			Jun 03, 2015					61,500	(12)		$	1,049,190
Eugene S. Putnam, Jr.
		Aug 11, 2008									22,914	(13)						$	15.79			Aug 11, 2015					10,133	(14)		$	172,869
John C. White
		Dec 17, 2003					102,241											$	20.50			Dec 17, 2013
		Feb 16, 2005					26,250				8,750	(2)						$	38.46			Feb 16, 2015
		Jun 15, 2006					12,250				12,250	(3)						$	23.25			Jun 15, 2016					2,777	(4)		$	47,376
		Feb 28, 2007					1,850				5,550	(7)						$	23.63			Feb 28, 2017					12,500	(7)		$	213,250
		Jun 03, 2008									15,700	(11)						$	12.75			Jun 03, 2015					24,600	(12)		$	419,676
Roger L. Speer
		Apr 02, 2002					124,337											$	4.40			Apr 02, 2012
		Dec 17, 2003					78,670											$	20.50			Dec 17, 2013
		Feb 16, 2005					18,750				6,250	(2)						$	38.46			Feb 16, 2015
		Jun 15, 2006					9,000				9,000	(3)						$	23.25			Jun 15, 2016					2,000	(4)		$	34,120
		Feb 28, 2007					700				2,100	(7)						$	23.63			Feb 28, 2017					4,800	(8)		$	81,888
		Jun 03, 2008									20,900	(11)						$	12.75			Jun 03, 2015					9,200	(12)		$	156,952
Sherrell E. Smith
		Dec 17, 2003					20,100											$	20.50			Dec 17, 2013
		Feb 16, 2005					9,000				3,000	(2)						$	38.46			Feb 16, 2015
		Jun 15, 2006					5,500				5,500	(3)						$	23.25			Jun 15, 2016					1,250	(4)		$	21,325
		Sep 01, 2006					2,750				2,750	(5)						$	18.22			Sep 01, 2016					585	(6)		$	9,980
		Feb 28, 2007					700				2,100	(7)						$	23.63			Feb 28, 2017					4,800	(8)		$	81,888
		Feb 27, 2008									2,500	(9)						$	12.97			Feb 27, 2018					3,200	(10)		$	54,592
		Jun 03, 2008									37,900	(11)						$	12.75			Jun 03, 2015					12,300	(12)		$	209,838

2008 Option Exercises and Stock Vested

          The following table sets forth certain information regarding options exercised by our Named Executive Officers and restricted stock awards that vested during fiscal 2008.

		Option Awards								Stock Awards
		Number of								Number of Shares				Value
		Shares Acquired				Value Realized on				Acquired on				Realized on
Name		on Exercise (#)				Exercise ($) (1)				Vesting (#)				Vesting ($) (2)
Kimberly J. McWaters											2,976				39,045
Jennifer L. Haslip			64,862	(3)			703,843	(3)			0				0
Eugene S. Putnam, Jr											0				0
John C. White											1,389				18,224
Roger L. Speer											1,000				13,120
Sherrell E. Smith											917				13,211

Potential Payments Upon Termination or Change-in-Control

     The tables below show the estimated incremental value transfer to each Named Executive Officer under various scenarios related to a termination of employment. The tables below assume that such termination occurred on September 30, 2008. The actual amounts that would be paid to any Named Executive Officer can only be determined at the time of an actual termination of employment and would vary from those listed below. The estimated amounts listed below are in addition to any retirement, welfare and other benefits that are available to associates generally.

		Termination for				Termination				Termination
		Cause,				without Cause				Following
		Retirement or				or for Good				Change in
Kimberly J. McWaters		Resignation				Reason				Control				Disability				Death
Severance Payments (1)		$	—			$	1,150,000			$	1,150,000			$	1,150,000			$	1,150,000
Annual Incentive Plan		$	—			$	81,938	(2)		$	431,250	(3)		$	81,938	(2)		$	81,938	(2)
Benefits (4)		$	—			$	124,741			$	124,741			$	124,741			$	731,185
Stock Options (unvested and accelerated) (5)		$	—			$	—			$	169,383			$	169,383			$	169,383
Restricted Stock (unvested and accelerated) (5)		$	—			$	—			$	1,416,850			$	1,416,850			$	1,416,850
Tax Gross-Up		$	—			$	—			$	—			$	—			$	—
Total (6)		$	—			$	1,356,679			$	3,292,224			$	2,942,912			$	3,549,356

     If termination results from disability, Ms. McWaters would also be eligible for disability insurance benefits under our employee benefit plan. In addition to the above, other than term for cause, retirement or resignation, Ms. McWater’s children would be eligible for tuition waiver at any of our locations or programs.

		Termination for				Termination				Termination
		Cause,				without Cause				Following
		Retirement or				or for Good				Change in
Eugene S. Putnam, Jr.		Resignation				Reason				Control				Disability				Death
Severance Payments (1)		$	—			$	300,000			$	300,000			$	—			$	—
Annual Incentive Plan		$	—			$	17,867	(2)		$	150,000	(3)		$	—			$	—
Benefits (4)		$	—			$	56,906			$	56,906			$	—			$	640,000
Stock Options (unvested and accelerated) (5)		$	—			$	—			$	29,101			$	29,101			$	29,101
Restricted Stock (unvested and accelerated) (5)		$	—			$	—			$	172,869			$	172,869			$	172,869
Tax Gross-Up		$	—			$	—			$	—			$	—			$	—
Total (6)		$	—			$	374,773			$	708,876			$	201,970			$	841,970

     If termination results from disability, Mr. Putnam would also be eligible for disability insurance benefits under our employee benefit plan. In addition to the above, other than term for cause, retirement or resignation, Mr. Putnam’s children would be eligible for tuition waiver at any of our locations or programs.

		Termination for				Termination				Termination
		Cause,				without Cause				Following
		Retirement or				or for Good				Change in
John C. White		Resignation				Reason				Control				Disability				Death
Severance Payments (1)		$	—			$	1,000,000			$	1,000,000			$	1,000,000			$	1,000,000
Annual Incentive Plan						$	57,000	(2)		$	300,000	(3)		$	—			$	—
Benefits (4)		$	253,143			$	265,143			$	265,143			$	265,143			$	785,803
Stock Options (unvested and accelerated) (5)		$	—			$	—			$	67,667			$	67,667			$	67,667
Restricted Stock (unvested and accelerated) (5)		$	—			$	—			$	680,302			$	680,302			$	680,302
Tax Gross-Up		$	—			$	—			$	—			$	—			$	—
Total (6)		$	253,143			$	1,322,143			$	2,313,112			$	2,013,112			$	2,533,772

          If termination results from disability, Mr. White would also be eligible for disability insurance benefits under our employee benefit plan.

		Termination for				Termination				Termination
		Cause,				without Cause				Following
		Retirement or				or for Good				Change in
Roger L. Speer		Resignation				Reason				Control				Disability				Death
Severance Payments (1)		$	—			$	—			$	233,325			$	—			$	—
Annual Incentive Plan (2)		$	—			$	—			$	81,664			$	—			$	—
Benefits (3)		$	—			$	—			$	51,777			$	—			$	640,000
Stock Options (unvested and accelerated) (4)		$	—			$	—			$	90,079			$	90,079			$	90,079
Restricted Stock (unvested and accelerated) (4)		$	—			$	—			$	272,960			$	272,960			$	272,960
Tax Gross-Up		$	—			$	—			$	—			$	—			$	—
Total (5)		$	—			$	—			$	729,805			$	363,039			$	1,003,039

          If termination results from disability, Mr. Speer would also be eligible for disability insurance benefits under our employee benefit plan.

		Termination for				Termination				Termination
		Cause,				without Cause				Following
		Retirement or				or for Good				Change in
Sherrell E. Smith		Resignation				Reason				Control				Disability				Death
Severance Payments (1)		$	—			$	—			$	300,000			$	—			$	—
Annual Incentive Plan (2)		$	—			$	—			$	150,000			$	—			$	—
Benefits (3)		$	—			$	—			$	56,906			$	—			$	640,000
Stock Options (unvested and accelerated) (4)		$	—			$	—			$	173,574			$	173,574			$	173,574
Restricted Stock (unvested and accelerated) (4)		$	—			$	—			$	377,623			$	377,623			$	377,623
Tax Gross-Up		$	—			$	—			$	—			$	—			$	—
Total (5)		$	—			$	—			$	1,058,103			$	551,197			$	1,191,197

          If termination results from disability, Mr. Smith would also be eligible for disability insurance benefits under our employee benefit plan.

          On March 17, 2008, we entered into a Transition and Separation Agreement with Jennifer L. Haslip in connection with Ms. Haslip’s previously announced departure from us effective March 31, 2008.

          Under the agreement, Ms. Haslip will receive approximately $390,000 payable in bi-weekly installments over a period of 18 months following March 31, 2008. In addition, Ms. Haslip received a pro-rated bonus for the fiscal year ended September 30, 2008. The agreement includes a non-solicitation restriction, which is effective during the severance period, and other customary provisions including a release of claims. Ms. Haslip will receive 12 months of outplacement services which was provided by payment to Ms. Haslip in the sum of $12,000 less withholdings. The agreement also includes a provision restricting Ms. Haslip’s disclosure of our confidential information. In addition, the agreement provides that upon termination, Ms. Haslip may elect to continue her current coverage for up to 18 months in accordance with the health benefit plans and applicable law. We agreed to pay an amount equal to 18 months of our paid portion of the insurance premium for the coverage held by Ms. Haslip during active employment and any administrative fee. This payment, totaling $28,686 less applicable tax withholdings was made in two (2) installments of $14,343. We also agreed to reimburse Ms. Haslip in the sum of $10,000 for certain attorneys’ fees incurred by Ms. Haslip in connection with the agreement. Ms. Haslip’s outstanding equity awards were treated in accordance with their terms.

Employment-Related Arrangements

          Employment Agreement with John C. White. On July 8, 2008, we entered into an employment agreement with John White, superseding his previous agreement dated April 2002. Under the terms of the employment agreement, Mr. White agreed to serve as Chairman of the Board of Directors. The employment agreement provides for an initial term ending July 8, 2011. Mr. White is entitled to receive an annual base salary of $500,000 subject to annual increases at the discretion of the Board of Directors. Our agreement with Mr. White provides that if he is terminated without cause or terminates his employment for good reason, his medical benefits will continue through age 65.

          Employment Agreement with Kimberly J. McWaters. On July 8, 2008, we entered into an employment agreement with Kimberly McWaters, superseding her previous agreement dated April 2002. Under the terms of the Agreement, Ms. McWaters agreed to serve as our President and Chief Executive Officer. This agreement provides for an initial term ending July 8, 2011. Under the employment agreement, Ms. McWaters is entitled to receive an annual base salary of $575,000 subject to annual increases at the discretion of the Board of Directors.

          Employment Agreement with Eugene S. Putnam, Jr. On July 24, 2008, we entered into an employment agreement with Mr. Putnam to serve as our Chief Financial Officer. This agreement provides for an initial term ending July 31, 2011. Mr. Putnam is entitled to receive an annual base salary of $300,000 subject to annual increases at the discretion of the Board of Directors.

          Provisions Common to Each Employment Agreement. Certain provisions are common to each of the employment agreements described above. For example, each employment agreement:

	•		provides that each executive may be paid an annual, performance-based bonus to be determined by the Board of Directors, in its sole discretion;
	•		specifies that each executive is entitled to certain perquisites, including reimbursement of expenses, paid vacations, health and medical reimbursement plan, automobile insurance and such other perquisites and benefits. Other perquisites and benefits established from time to time at the sole discretion of the Board of Directors include health, short- and long-term disability, pension and life insurance benefits for executives and their families;
	•		provides for our payment of severance compensation and benefits to the executives under certain circumstances, such as when the executive’s employment is terminated, with or without a change of control, by us other than for cause, or for good reason as defined in the employment agreements. In Ms. McWaters’ and Mr. White’s agreements, death or disability also triggers severance compensation and benefits;
	•		restricts the employee’s disclosure and use of our confidential information, as defined in the employment agreement, and prohibits the employee from competing with us for a period equal to the payment of any severance payments following the termination of employment; and
	•		as a precondition to our payment of any severance compensation or benefits, the employee must execute a waiver and release that we provide to the employee.

          The Board of Directors approves the operating budget for a given fiscal year and may, upon the recommendation of the Compensation Committee, award bonuses based upon achievement of established targets. In addition, the Board may, upon the recommendation of the Compensation Committee, award bonuses based upon additional factors, including but not limited to extraordinary performance or efforts by individuals, as the Board may in its discretion determine from time to time.

          Change-in-Control Severance Agreements. We entered into change-in-control severance agreements with several of our executive officers and key employees including Roger L. Speer and Sherrell E. Smith. Each

severance agreement provides for the payment of severance compensation and other benefits to the employee depending upon the employee’s position and the circumstances of the employee’s termination of employment, such as if the employee is terminated without cause or if the employee leaves for good reason, in each case within 12 months after we have undergone a change-in-control, as that term is defined in the severance agreement. Each severance agreement also provides that:

	•		as a precondition to our payment of any severance compensation or benefits, the employee must execute a waiver and release that we provide to the employee;
	•		the amounts paid to or benefits received by the employee are subject to a downward adjustment so that the total payments to the employee due to a change-in-control do not constitute an excess parachute payment, as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amended, or cause the employee to be required to pay an excise tax under Section 4999 of the Code; and
	•		the employee is not required to mitigate any amounts paid or benefits received under the severance agreement by seeking other employment or otherwise.

          As part of the consideration for the payment of the severance payments and benefits, each of the severance agreements provides that, for the period of the severance payments, the employee covenants not to compete directly or indirectly with us or directly or indirectly solicit, recruit or employ any persons or entities with whom we currently have business relationships, or have had such relationships within the 24 months prior to such solicitation, recruitment or employment.

          401(k) Plan. We maintain a plan qualified under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, a participant may contribute a maximum of 50% of his or her pre-tax salary, commissions and bonuses through payroll deductions, up to the statutorily prescribed annual limit ($15,500 in calendar year 2008). The percentage elected by more highly compensated participants may be required to be lower. In addition, at the discretion of our Board of Directors, we may make discretionary matching and/or profit-sharing contributions into the 401(k) Plan for eligible employees.

COMPENSATION COMMITTEE REPORT

          This report of the Compensation Committee shall not be deemed to be incorporated by reference into any previous filing by us under either the Securities Act of 1933 or the Securities Exchange Act of 1934 that incorporates future Securities Act or Exchange Act filings in whole or in part by reference.

          The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included elsewhere in this Proxy Statement. Based on this review and the discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in UTI’s Annual Report on Form 10-K for the year ended September 30, 2008 and this Proxy Statement.

The Compensation Committee:

Linda J. Srere (Chair)
Conrad A. Conrad
Allan D. Gilmour

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

          The following table sets forth information as of December 31, 2008 with respect to the beneficial ownership of shares of common stock by:

	•		each person known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock;
	•		each of our directors, director nominees and Named Executive Officers; and
	•		all of our executive officers and directors as a group.