UVV

xbrl-202602030000102037false00001020372026-02-032026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2026

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, no par valueUVVNew 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 February 9, 2026, discussing its financial results for the quarter ended December 31, 2025. A copy of this release is furnished as Exhibit 99.1 to this Current Report on From 8-K and is incorporated by reference into this Item 2.02. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 3, 2026, the Board of Directors (the “Board”) of the Company elected Steven S. Diel as the Company’s Senior Vice President and Chief Financial Officer, effective April 1, 2026 (the “Effective Date”). Johan C. Kroner, who previously notified the Company of his intention to retire as Senior Vice President and Chief Financial Officer of the Company, effective on July 1, 2026, will step down as the Company’s Senior Vice President and Chief Financial Officer as of the Effective Date. In order to support a smooth transition of leadership, Mr. Kroner will remain with the Company as a Senior Vice President until the effective date of his retirement. Mr. Diel, age 54, has served as Vice President and Chief Financial Officer for the Company’s Ingredients segment since January 2026. Prior to assuming this role, Mr. Diel served as Vice President, Business Development, for the Company since May 2018. From 2016 through April 2018, Mr. Diel served as Chief Financial Officer of Elitefts.com, Inc., a privately held fitness equipment retail and distribution company, and from 2014 through 2016, he served as Senior Manager - Financial Planning & Analysis at Chicago Bridge & Iron Company N.V. Mr. Diel holds an MBA from the Indiana University Kelley School of Business and a B.S. in Business Administration from Eastern Illinois University. Any compensation changes made in connection with Mr. Diel’s election as the Company’s Senior Vice President and Chief Financial Officer will be determined and approved by the Company’s Compensation and Human Resources Committee at a later date. There are no arrangements or understandings between Mr.

xbrl-202511050000102037false00001020372025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2025

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, no par valueUVVNew 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 November 5, 2025, discussing its financial results for the quarter ended September 30, 2025. A copy of this release is furnished as Exhibit 99.1 to this Current Report on From 8-K and is incorporated by reference into this Item 2.02. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 5, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board to 10 members and appointed Gregory A. Trojan to serve as a new director of the Company, both effective immediately. The Board has determined that Mr. Trojan qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards and the Company’s Corporate Governance Guidelines. Mr. Trojan is expected to serve as a member of the Audit Committee, the Compensation and Human Resources Committee, and the Finance and Pension Investment Committee. Mr. Trojan, 66, is retired and has over 25 years of executive leadership experience across nationally recognized restaurant, retail, and consumer products companies. He served as Chief Executive Officer of BJ’s Restaurants, Inc., the owner and operator of over 200 casual dining restaurants throughout the U.S., from 2013 to 2021 and as a member of the board of directors from 2012 to September 2025. Before that, Mr. Trojan served as Chief Executive Officer of Guitar Center, Inc. and House of Blues Entertainment, Inc. and held various senior leadership positions at PepsiCo, Inc. Mr. Trojan currently serves on the Board of Directors of Casey’s General Stores, Inc. as well as on the Board of Managers of CEC Brands, LLC, the parent company of Chuck E. Cheese and Peter Piper Pizza. Mr. Trojan’s compensation will be consistent with the compensation policies applicable to the Company’s other non-employee directors, which are described under “Director Compensation” in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders (filed with the Sec

xbrl-202508050000102037false00001020372025-08-052025-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2025

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, no par valueUVVNew 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. ForWithheldBroker Non-Votes

Lennart R. Freeman18,023,730586,7963,166,687

Fotini E. Manolios18,396,439214,0873,166,687

Preston D. Wigner18,223,745386,7813,166,687

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes

18,108,615394,023107,8883,166,687

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.

ForAgainstAbstainBroker Non-Votes

21,556,266190,59630,351—

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.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated August 6, 2025, announcing results for the quarter ended June 30, 2025.

104Cover 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.

UNIVERSAL CORPORATION

(Registrant)

Date:August 6, 2025 By:/s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel, and Secretary

uvv-202505290000102037false00001020372025-05-292025-05-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2025

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue,Richmond,Virginia23235 (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 classTrading SymbolName of Exchange on which registered Common Stock, no par valueUVVNew 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 May 29, 2025, discussing its results for the quarter and fiscal year ended March 31, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated May 29, 2025, announcing results for the quarter and fiscal year ended March 31, 2025.

104Cover 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.

UNIVERSAL CORPORATION

(Registrant)

Date:May 29, 2025 By:/s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel, and Secretary

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2025-02-10 2025-02-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 10, 2025

UNIVERSAL

CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia

(State or Other Jurisdiction of Incorporation)

001-00652

54-0414210

(Commission

File Number)

(IRS Employer

Identification No.)

9201 Forest Hill Avenue, Richmond, Virginia 23235

(Address of Principal Executive Offices) (Zip code)

(804) 359-9311

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

¨ 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 2.02Results of Operations and Financial Condition.

On February 10, 2025, Universal Corporation (the “Company”) issued a press release (the “Press Release”) discussing certain preliminary unaudited financial results for the quarter ended December 31, 2024. These preliminary financial results are unaudited, based on currently available information and are not a comprehensive statement of the financial results for this period. Consequently, the preliminary unaudited financial results do not present all necessary information for a complete understanding of the Company’s financial condition as of December 31, 2024 or its results of operations for the quarter ended December 31, 2024. Actual results may differ from these preliminary unaudited financial results due to developments that may arise between the date of the press release and the time that financial results for the quarter ended December 31, 2024 are finalized. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The Company previously disclosed in a Current Report on Form 8-K (the “Form 8-K”) that was filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024, that it entered into a Consent with respect to that certain Credit Agreement, dated December 15, 2022, among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). Under the Credit Agreement the Company covenants to deliver its quarterly financial statements within 45 days following quarter end (the “Quarterly Financials Covenant”). The Consent provided for, among other things, an extension until December 31, 2024 for delivery by the Company of its quarterly financial statements for the quarter ended September 30, 2024 (the “Second Quarter 2025 Financials”).

The Company also previously disclosed in a Current Report on Form 8-K that was filed with the SEC on December 26, 2024 that it entered into a further Consent with respect to the Credit Agreement that provided for, among other things, an extension until February 14, 2025, for delivery by the Company of the Second Quarter 2025 Financials.

On February 10, 2025, the Company entered into a further Consent (“February Consent”) with respect to the Credit Agreement that provided for, among other things, an extension until June 16, 2025, for delivery by the Company of the Second Quarter 2025 Financials and the financials for the quarter ended December 31, 2024. In connection with the February Consent, the Company paid to each of the lenders who executed such February Consent a consent fee in an amount equal to 0.05% of the sum of (x) such lender’s Commitment (

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2024-11-12 2024-11-12

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xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 12, 2024

UNIVERSAL

CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia

(State or Other Jurisdiction of Incorporation)

001-00652

54-0414210

(Commission

File Number)

(IRS Employer

Identification No.)

9201 Forest Hill Avenue, Richmond, Virginia 23235

(Address of Principal Executive Offices) (Zip code)

(804) 359-9311

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

¨ 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 2.02Results of Operations and Financial Condition.

On November 12, 2024, Universal Corporation (the “Company”) issued a press release (the “Press Release”) discussing certain preliminary unaudited financial results for the quarter ended September 30, 2024. These preliminary financial results are unaudited, based on currently available information and are not a comprehensive statement of the financial results for this period. Consequently, the preliminary unaudited financial results do not present all necessary information for a complete understanding of the Company’s financial condition as of September 30, 2024 or its results of operations for the quarter ended September 30, 2024. Actual results may differ from these preliminary unaudited financial results due to developments that may arise between the date of the press release and the time that financial results for the quarter ended September 30, 2024 are finalized. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On November 6, 2024, the Company entered into a Consent with respect to that certain Credit Agreement, dated December 15, 2022, among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). Under the Credit Agreement the Company covenants to deliver its quarterly financial statements within 45 days following quarter end (the “Quarterly Financials Covenant”). As set forth in Item 8.01 herein, due to the ongoing internal investigation the Company will be unable to comply with the Quarterly Financials Covenant for the quarter ended September 30, 2024 (“Second Quarter 2025 Financials”). Due to the anticipated delay in delivery of the Second Quarter 2025 Financials, the Consent provides for, among other things, an extension until December 31, 2024 for delivery by the Company of the Second Quarter 2025 Financials.

Item 8.01Other Events.

In August 2024, after filing the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, Universal’s management was made aware of embezzlement by a former senior finance employee at the Company’s Mozambique subsidiary, Mozambique Leaf Tobacco Ltda.. The Company promptly began conducting an internal investigation led by independent outside advisors, including legal advisors and forensic accountants, to review the accounting transactions and procedures related to the embezzlement. As of the date of this Form 8-K, and subject to further investigation, the Company, with the assistance of its independent advisors, currently has identified approximately $7 million in the aggregate of unauthorized payments during fiscal years 2022 through 2025

xbrl-202408060000102037false00001020372024-08-062024-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2024

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 7, 2024, discussing its results for the quarter ended June 30, 2024. The press release is attached as Exhibit 99.1.

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

At the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), held August 6, 2024, the Company’s shareholders (i) elected each of the persons 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, 2025.

As of June 6, 2024, the Company had 24,651,855 shares of common stock outstanding, each of which was entitled to one vote per share. The majority of shares entitled to vote constituted a quorum.

The Company’s shareholders voted as follows:

Proposal 1 - Election of Directors. ForWithheldBroker Non-Votes

Diana F. Cantor15,645,3113,312,2312,876,470

Robert C. Sledd17,956,5081,001,0342,876,470

Thomas H. Tullidge, Jr.18,348,549608,9932,876,470

Messrs. Sledd and Tullidge and Mrs. Cantor were elected to three-year terms. The terms of office of the following directors continued after the 2024 Annual Meeting: George C. Freeman, III, Lennart R. Freeman, Michael T. Lawton, Thomas H. Johnson, Jacqueline T. Williams, and Arthur J. Schick, Jr.

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes

18,558,554310,78588,2032,876,470

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2025.

ForAgainstAbstainBroker Non-Votes

21,607,610205,06621,336—

Item 8.01.    Other Events.

Effective August 6, 2024, 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 5, 2025.

On August 7, 2024, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated August 7, 2024, announcing financial results for the quarter ended June 30, 2024.

99.2Press release dated August 7, 2024, announcing quarterly dividend.

101Interactive Data File (su

uvv-202405220000102037false00001020372024-05-222024-05-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 22, 2024

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue,Richmond,Virginia23235 (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)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240. 14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.             ¨

Item 2.02.    Results of Operations and Financial Condition.

Universal Corporation (the “Company”) issued a press release on May 22, 2024, discussing its results for the quarter and fiscal year ended March 31, 2024. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On May 22, 2024, the Company issued a press release announcing its dividend increase for the Company’s common stock, and announcing the date of the Company's Annual Meeting of Shareholders. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated May 22, 2024, announcing results for the quarter and fiscal year ended March 31, 2024.

99.2Press release dated May 22, 2024, announcing dividend increase and date for Annual Meeting of Shareholders.

104Cover 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.

UNIVERSAL CORPORATION

(Registrant)

Date:May 22, 2024 By:/s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated May 22, 2024, announcing results for the quarter and fiscal year ended March 31, 2024.

99.2Press release dated May 22, 2024, announcing dividend increase and date for Annual Meeting of Shareholders.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

xbrl-202402070000102037false00001020372024-02-072024-02-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2024

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 February 7, 2024, discussing its results for the quarter ended December 31, 2023. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On February 7, 2024, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated February 7, 2024, announcing financial results for the quarter ended December 31, 2023.*

99.2Press release dated February 7, 2024, announcing quarterly dividend*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

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.

UNIVERSAL CORPORATION

(Registrant)

Date:February 7, 2024By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated February 7, 2024, announcing financial results for the quarter ended December 31, 2023.*

99.2Press release dated February 7, 2024, announcing quarterly dividend*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within

xbrl-202311010000102037false--03-3100001020372023-11-022023-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2023

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 November 2, 2023, discussing its results for the quarter ended September 30, 2023. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 1, 2023, the Board of Directors (the “Board”) of the Company amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), which changes are effective as of November 1, 2023. The Bylaws were amended to clarify and implement certain procedural and disclosure requirements for shareholders nominating individuals for election or reelection as directors at the Company’s annual or special meetings of shareholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The amendments to the Bylaws also include other technical, clarifying, and modernizing revisions, including revisions to clarify and implement certain procedural and disclosure requirements for shareholders nominating an individual for election or reelection as a director or proposing business to be brought before an annual meeting of shareholders.

Specifically, the amendments to the Bylaws include requirements that a shareholder nominating an individual for election or reelection as a director (i) provide all information required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies pursuant to Section 14 of the Exchange Act; (ii) provide the nominee’s written consent to being named in the Company’s proxy card; (iii) satisfy all requirements of Rule 14a-19 and provide evidence thereof; and (iv) use a proxy card color other than white, which is reserved for the Company’s proxy card. In addition, the amendments to the Bylaws (i) require additional information from shareholders submitting nominations or proposals (including certain information related to securities ownership) and from any nominee, and (ii) modify the advance notice window for shareholders submitting director nominations and proposals (other than proposals pursuant to Rule 14a-8 under the Exchange Act). To be timely, a shareholder’s notice must be received at the Company’s principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the previous year’s annual meeting of shareholders.

The foregoing description of the amendments to the Bylaws does not purport to be compl

xbrl-202308010000102037false00001020372023-08-012023-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2023

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 2, 2023, discussing its results for the quarter ended June 30, 2023. 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 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting"), held August 1, 2023, the Company’s shareholders (i) elected each of the persons listed below as a director for a term of two or three years, (ii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, (iii) provided a non-binding advisory vote on the frequency of the non-binding advisory vote on the compensation of the Company's named executive officers, (iv) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2024, and (v) approved the Universal Corporation 2023 Stock Incentive Plan.

As of June 6, 2023, the Company had 24,623,593 shares of common stock outstanding, each of which was entitled to one vote per share. The majority of shares entitled to vote constituted a quorum.

The Company’s shareholders voted as follows:

Proposal 1 - Election of Directors. ForWithheldBroker Non-Votes

George C. Freeman, III (two year term)19,142,194204,0072,641,753

Lennart R Freeman (two year term)19,115,861230,3402,641,753

Thomas H. Johnson (three year term)15,289,8394,056,3622,641,753

Arthur J. Schick, Jr. (three year term)19,209,738136,4632,641,753

Jacqueline T. Williams (three year term)18,961,772384,4292,641,753

Messrs. Johnson and Schick and Ms. Williams were elected to three-year terms. Messrs. G. Freeman and L. Freeman were elected to two-year terms. The terms of office of the following directors continued after the 2023 Annual Meeting: Diana F. Cantor, Michael T. Lawton, Robert C. Sledd, and Thomas H. Tullidge, Jr..

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes

18,844,407415,08386,7112,641,753

Proposal 3 - A non-binding advisory vote on the frequency (every one, two or three years) of the non-binding advisory vote on the compensation of the Company's named executive officers.

1 Year2 Years3 YearsAbstainBroker Non-Votes

17,231,91141,0062,023,49549,7892,641,753

Proposal 4 - Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2024.

ForAgainstAbstainBroker Non-Votes

21,714,659215,95257,343—

Proposa

uvv-202305240000102037false00001020372023-05-242023-05-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 24, 2023

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue,Richmond,Virginia23235 (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)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240. 14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.             ¨

Item 2.02.    Results of Operations and Financial Condition.

Universal Corporation (the “Company”) issued a press release on May 24, 2023, discussing its results for the quarter and fiscal year ended March 31, 2023. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 7.01.    Regulation FD Disclosure

On May 19, 2023, the Company issued a press release announcing an approximately $30 million expansion project at its subsidiary Shank’s Extracts, LLC. A copy of this release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 8.01.    Other Events.

On May 24, 2023, the Company issued a press release announcing its dividend increase for the Company’s common stock, and announcing the date of the Company's Annual Meeting of Shareholders. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated May 24, 2023, announcing results for the quarter and fiscal year ended March 31, 2023.

99.2Press release dated May 24, 2023, announcing dividend increase and date for Annual Meeting of Shareholders.

99.3Press release dated May 19, 2023, announcing expansion at Shank's Extracts, LLC

104Cover 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.

UNIVERSAL CORPORATION

(Registrant)

Date:May 24, 2023 By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated May 24, 2023, announcing results for the quarter and fiscal year ended March 31, 2023.

99.2Press release dated May 24, 2023, announcing dividend increase and date for Annual Meeting of Shareholders.

99.3Press release dated May 19, 2023, announcing expansion at Shank's Extracts, LLC

104Cover Page Interactive Data File (formatted as Inline XBRL and contained

xbrl-202302080000102037false00001020372023-02-082023-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 8, 2023

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 February 8, 2023, discussing its results for the quarter ended December 31, 2022. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated February 8, 2023, announcing financial results for the quarter ended December 31, 2022.*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

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.

UNIVERSAL CORPORATION

(Registrant)

Date:February 8, 2023By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated February 8, 2023, announcing financial results for the quarter ended December 31, 2022.*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related informatio

xbrl-202211030000102037false00001020372022-11-032022-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 3, 2022

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 November 3, 2022, discussing its results for the quarter ended September 30, 2022. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On November 3, 2022, the Company issued a press release announcing a quarterly dividend for the Company’s common stock and the approval of a share repurchase program. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated November 3, 2022, announcing financial results for the quarter ended September 30, 2022.*

99.2Press release dated November 3, 2022, announcing quarterly dividend and share repurchase program. *

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

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.

UNIVERSAL CORPORATION

(Registrant)

Date:November 3, 2022By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated November 3, 2022, announcing financial results for the quarter ended September 30, 2022.*

99.2Press release dated November 3, 2022, announcing quarterly dividend and share repurchase program.*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the

xbrl-202208020000102037false00001020372022-08-032022-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 2, 2022

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 3, 2022, discussing its results for the quarter ended June 30, 2022. 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 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"), held August 2, 2022, the Company’s shareholders (i) elected each of the persons 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, 2023.

As of June 7, 2022, the Company had 24,594,290 shares of common stock outstanding, each of which was entitled to one vote per share. The majority of shares entitled to vote constituted a quorum.

The Company’s shareholders voted as follows:

Proposal 1 - Election of Directors. ForWithheldBroker Non-Votes

Thomas H. Johnson17,766,0201,552,2332,721,440

Michael T. Lawton19,130,488187,7652,721,440

Messrs. Johnson and Lawton were elected to three-year terms. The terms of office of the following directors continued after the 2022 Annual Meeting: Diana F. Cantor, George C. Freeman, III, Lennart R. Freeman, Robert C. Sledd, Thomas H. Tullidge, Jr., and Jacqueline T. Williams.

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes

18,844,777387,94685,5302,721,440

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2023.

ForAgainstAbstainBroker Non-Votes

21,669,095264,798105,800—

Item 8.01.    Other Events.

Effective August 2, 2022, the Company’s Board of Directors appointed Mr. 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 1, 2023

On August 3, 2022, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated August 3, 2022, announcing financial results for the quarter ended June 30, 2022.*

99.2Press release dated August 3, 2022, announcing quarterly dividend.*

101Interactive Data File (submitted

uvv-202205250000102037false00001020372022-05-252022-05-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 25, 2022

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue,Richmond,Virginia23235 (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)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240. 14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.             ¨

Item 2.02.    Results of Operations and Financial Condition.

Universal Corporation (the “Company”) issued a press release on May 25, 2022, discussing its results for the quarter and fiscal year ended March 31, 2022. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On May 25, 2022, the Company issued a press release announcing its dividend increase for the Company’s common stock, and announcing the date of the Company's Annual Meeting of Shareholders. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated May 25, 2022, announcing results for the quarter and fiscal year ended March 31, 2022.

99.2Press release dated May 25, 2022, announcing dividend increase and date for Annual Meeting of Shareholders.

104Cover 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.

UNIVERSAL CORPORATION

(Registrant)

Date:May 25, 2022 By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated May 25, 2022, announcing results for the quarter and fiscal year ended March 31, 2022.

99.2Press release dated May 25, 2022, announcing dividend increase and date for Annual Meeting of Shareholders.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

xbrl-202202020000102037false00001020372022-02-022022-02-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2022

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 February 2, 2022, discussing its results for the quarter ended December 31, 2021. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On February 2, 2022, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated February 2, 2022, announcing financial results for the quarter ended December 31, 2021.*

99.2Press release dated February 2, 2022, announcing quarterly dividend.*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

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.

UNIVERSAL CORPORATION

(Registrant)

Date:February 2, 2022By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated February 2, 2022, announcing financial results for the quarter ended December 31, 2021.*

99.2Press release dated February 2, 2022, announcing quarterly dividend.

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded withi

xbrl-202111030000102037false00001020372021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 3, 2021

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 November 3, 2021, discussing its results for the quarter ended September 30, 2021. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On November 3, 2021, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated November 3, 2021, announcing financial results for the quarter ended September 30, 2021.*

99.2Press release dated November 3, 2021, announcing quarterly dividend.*

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

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.

UNIVERSAL CORPORATION

(Registrant)

Date:November 3, 2021By:/s/ Preston D. Wigner Preston D. Wigner Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit NumberDocument

99.1Press release dated November 3, 2021, announcing financial results for the quarter ended September 30, 2021.

99.2Press release dated November 3, 2021, announcing quarterly dividend.

101Interactive Data File (submitted electronically herewith).*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded with

xbrl-202108030000102037false00001020372021-08-032021-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 3, 2021

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia001-0065254-0414210 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

9201 Forest Hill Avenue, Richmond,Virginia23235 (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 Exchange Act:

Title of each classTrading SymbolsName of Exchange on which registered Common Stock, no par valueUVVNew 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 4, 2021, discussing its results for the quarter ended June 30, 2021. 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 2021 Annual Meeting of Shareholders (the "2021 Annual Meeting"), held August 3, 2021, the Company’s shareholders (i) elected each of the persons 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, 2022.

As of June 8, 2021, the Company had 24,562,214 shares of common stock outstanding, each of which was entitled to one vote per share. The majority of shares entitled to vote constituted a quorum.

The Company’s shareholders voted as follows:

Proposal 1 - Election of Directors. ForWithheldBroker Non-Votes

Diana F. Cantor18,552,7471,383,9752,467,240

Robert C. Sledd19,447,608489,1142,467,240

Thomas H. Tullidge, Jr.19,622,299314,4232,467,240

Mrs. Cantor and Messrs. Sledd and Tullidge were elected to three-year terms. The terms of office of the following directors continued after the 2021 Annual Meeting: George C. Freeman, III, Lennart R. Freeman, Thomas H. Johnson, Michael T. Lawton, and Jacqueline T. Williams.

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes

19,492,687368,73775,2982,467,240

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2022.

ForAgainstAbstainBroker Non-Votes

22,140,677245,79117,494—

Item 8.01.    Other Events.

Effective August 3, 2021, the Company's Board of Directors appointed Mr. 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 2, 2022.

On August 4, 2021, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

No.Description

99.1Press release dated August 4, 2021, announcing financial results for the quarter ended June 30, 2021.*

99.2Press release dated August 4, 2021, announcing quarterly divide

8-K/A

UNIVERSAL CORP /VA/ true 0000102037 0000102037 2021-05-26 2021-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021

UNIVERSAL CORPORATION

(Exact Name of Registrant as Specified in 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) (804) 359-9311 (Registrant’s telephone number, including area code) 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 (see General Instruction A.2. below):

☐ 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:

Name of 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.

On May 26, 2021, Universal Corporation (the “Company”) furnished a Current Report on Form 8-K (the “Original 8-K”) that included the press release discussing its results for the quarter and fiscal year ended March 31, 2021 (the “Earnings Release”). This Current Report on Form 8-K/A amends the Original 8-K solely for the purpose of correcting a clerical error which incorrectly noted in the Adjusted Net Income and Diluted Earnings Per Share Reconciliation Table on page 6 of the Earnings Release that the Adjusted: Diluted Earnings Per Share for the fiscal year ended March 31, 2021, should have been $4.25 instead of $3.49. Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the Earnings Release furnished therewith. The Adjusted Net Income and Diluted Earnings Per Share Reconciliation Table with the correct Adjusted: Diluted Earnings Per Share for the fiscal year ended March 31, 2021 of $4.25 is set forth below:

Reconciliation of Certain Non-GAAP Financial Measures

The following tables set forth certain non-recurring items included in reported results to reconcile adjusted operating income to consolidated operating income and adjusted net income to net income attributable to Universal Corporation:

Adjusted Operating Income Reconciliation

Fiscal Year Ended March 31,

(in thousands)

2021

2020

As Reported: Consolidated operating income

$ 147,810

$ 126,367

Purchase accounting adjustments(1)

2,800

2,700

Transaction costs for acquisitions(2)

3,915

4,668

Fair value adjustment to contingent consideration for FruitSmart acquisition(3)

(4,173 )

Restructuring and impairment costs(4)

22,577

7,543

Adjusted operating income

$ 172,929

$ 141,278

Adjusted Net Income and Diluted Earnings Per Share Reconciliation

(in thousands except for per share amounts)

Fiscal Year Ended March 31,

(all amounts reported net of income taxes)

2021

2020

As Reported: Net income attributable to Universal Corporation

$ 87,410

$ 71,680

Purchase accounting adjustments(1)

2,800

2,133

Transaction costs for acquisitions(2)

3,915

4,668

Fair value adjustment to contingent consideration for FruitSmart acquisition(3)

(4,173 )

—

Restructuring and impairment costs(4)

17,800

6,283

Interest expense related to an uncertain tax matter at a foreign subsidiary

1,849

—

Income tax benefit from dividend withholding tax liability reversal(5)

(4,421 )

—

Income tax settlement for foreign subsidiary(6)

—

2,766

Adjusted Net income attributable to Universal Corporation

$ 105,180

$ 87,530

As reported: Diluted earnings per share

$ 3.53

$ 2.86

Adjusted: Diluted earnings per share

$ 4.25

$ 3.49

(1) The Company recognized an increase in cost of goods sold in fiscal year 2021 and 2020, relating to the expensing of