Date of Report (Date of earliest event reported): August 5, 2025
____________________________________________
UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________
Virginia
001-00652
54-0414210
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
9201 Forest Hill Avenue,
Richmond,
Virginia
23235
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
(804) 359-9311
Not applicable
(Former name or former address, if changed since last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
UVV
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Universal Corporation (the “Company”) issued a press release on August 6, 2025, discussing its financial results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), held August 5, 2025, the Company’s shareholders (i) elected each of the individuals listed below as a director for a term of three years, (ii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
The Company’s shareholders voted as follows:
Proposal 1 - Election of directors.
For
Withheld
Broker Non-Votes
Lennart R. Freeman
18,023,730
586,796
3,166,687
Fotini E. Manolios
18,396,439
214,087
3,166,687
Preston D. Wigner
18,223,745
386,781
3,166,687
Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Votes
18,108,615
394,023
107,888
3,166,687
Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
For
Against
Abstain
Broker Non-Votes
21,556,266
190,596
30,351
—
Item 8.01. Other Events.
Effective August 5, 2025, the Company’s Board of Directors appointed Thomas H. Johnson as the Lead Independent Director to serve until the Company’s next Annual Meeting of Shareholders, which is expected to be held August 4, 2026.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.