Form 8-K - Current report

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 29, 2024 (August 23, 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2024, the Board of Directors (the “Board”) of Universal Corporation (the “Company”) named Preston D. Wigner, Senior Vice President, as Chairman of the Board (“Chairman”), President and Chief Executive Officer of the Company, effective October 1, 2024. Mr. Wigner will succeed George C. Freeman, III, who notified the Board of his retirement as Chairman, President and Chief Executive Officer and as a member of the Board on August 23, 2024, with such retirement effective October 1, 2024. Mr. Freeman’s retirement is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Wigner’s appointment as Chief Executive Officer is the culmination of a succession planning process conducted by the Board and assisted over the last two years by a global leadership advisory firm. To support a seamless transition of leadership, Mr. Freeman will continue as an employee of the Company, serving as Vice Chair of the Company, a non-executive employee role, through December 31, 2024, and then as Senior Advisor, an independent contractor role, through March 31, 2025.

Mr. Wigner, age 55, was appointed Senior Vice President in December 2023, after serving as Vice President since August 2007 and General Counsel and Secretary since November 2005. Mr. Wigner has been employed with the Company since March 2003. Prior to joining the Company, Mr. Wigner served as an associate with the law firms Williams Mullen and Hunton Andrews Kurth (formerly Hunton & Williams). Mr. Wigner received his J.D. from the University of Richmond School of Law and holds a B.B.A. in Marketing from James Madison University.

Mr. Wigner also has been appointed as Chairman of the Executive Committee of the Board and as a member of the Finance and Pension Investment Committee of the Board, effective October 1, 2024. There are no arrangements or understandings between Mr. Wigner and any other person pursuant to which he was selected as director, and there are no transactions between Mr. Wigner and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Compensation changes made in connection with Mr. Freeman’s retirement and Mr. Wigner’s appointment will be determined and approved by the Company’s Compensation Committee at a later date.

Item 7.01

Regulation FD Disclosure.

On August 29, 2024, the Company issued a press release regarding the leadership succession plan described above. A copy of this release is furnished as Exhibit 99.1 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 99.1, 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, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

	99.1	Press Release, dated August 29, 2024, furnished by Universal Corporation

	104	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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNIVERSAL CORPORATION

Date: August 29, 2024	By:	/s/ Catherine H. Claiborne
		Catherine H. Claiborne
		Vice President, General Counsel, and Secretary

Exhibit 99.1

P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804) 359-9311 ~ Fax: (804) 254-3584

P R E S S R E L E A S E

CONTACT:	Universal Corporation Investor Relations		RELEASE:	4:30 p.m. ET
	Phone:	(804) 359-9311
	Fax:	(804) 254-3584
	Email:	investor@universalleaf.com

Universal Corporation Announces Leadership Succession

Preston D. Wigner, Senior Vice President, to Become Chairman, President, and CEO,

Effective October 1, 2024

Longtime Leader George C. Freeman, III, to Retire as Chairman, President, and CEO

Mr. Freeman to Support Seamless Transition through Fiscal Year-End

Richmond, VA / August 29, 2024 / PRNEWSWIRE

Universal Corporation (NYSE: UVV), a global business-to-business agriproducts company, today announced that its Board of Directors has approved a leadership succession plan. Under the plan, Preston D. Wigner, who has been with Universal for more than 20 years and currently serves as the Company's Senior Vice President, will become Chairman, President, and Chief Executive Officer, effective October 1, 2024. At that time, George C. Freeman, III, will retire from his longtime roles as Chairman, President, and CEO and as a member of the Board.

Mr. Wigner’s appointment as CEO is the culmination of a succession planning process conducted by the Board and assisted over the last two years by a global leadership advisory firm. To support a seamless transition of leadership, Mr. Freeman will serve as Vice Chair of the Company through December 31, 2024, and then as a Senior Advisor through the Company’s fiscal year-end on March 31, 2025.

“George has played a critical role in shaping Universal into the company it is today, and we are grateful for his tremendous leadership,” said Thomas H. Johnson, Lead Independent Director of Universal’s Board. “During the last several years, George and the senior leadership team have consistently delivered value to Universal’s shareholders by driving strong tobacco results and establishing our Universal Ingredients business. With the positive momentum from our most recent fiscal year and the strong beginning to our current fiscal year, now is the right time to implement this leadership succession.”

-- M O R E -

Universal Corporation

Page 2

Mr. Johnson continued, “We are delighted to name Preston as our next Chairman, President, and CEO. Preston has been a valued member of Universal’s senior leadership team for many years. With significant tobacco industry experience, active involvement in our ingredients business strategy from its inception, and deep familiarity with our global organization, Preston has the right mix of skills and expertise to drive Universal forward.”

Mr. Wigner commented, “It is a privilege to be named Chairman, President, and CEO of Universal at this exciting time in the Company’s 100-plus year history. I am energized by the opportunity to lead our incredible organization and advance our growth strategy by optimizing our leading tobacco business and expanding our ingredients business. Our future success will build on the foundational work we have accomplished under George’s leadership as well as our continued efforts to develop and pursue innovative strategies, set new standards of social and environmental performance, and motivate and inspire our global workforce. I am grateful to George for his mentorship and friendship, and I look forward to continuing to work with him through the remainder of our fiscal year.”

“It has been an honor to lead Universal in building and growing our portfolio of agriproducts and extending our sustainable supply chain operations to now support more than 200,000 farmers over five continents,” said Mr. Freeman. “We have made incredible advances in the 27 years I have been with Universal, and I thank our talented employees around the world who work tirelessly for all our stakeholders. As I prepare to leave the Board, I would also like to thank each Director for their support and guidance as we have worked to position the Company for success. I have worked closely with Preston, and my decision to retire is made with the utmost confidence in his ability to advance Universal’s strategy with the support of the Board and management team and deliver long-term value for our shareholders. I look forward to supporting a smooth transition.”

About Preston D. Wigner

Mr. Wigner brings over two decades of industry experience, having joined the Company in 2003. He was appointed Senior Vice President of Universal in December 2023, after serving as the Company’s Vice President, General Counsel, and Secretary for nearly 20 years. Prior to joining Universal, Mr. Wigner served as an associate with the law firms Williams Mullen and Hunton Andrews Kurth (formerly Hunton & Williams). Mr. Wigner received his J.D. from the University of Richmond School of Law and holds a B.B.A. in Marketing from James Madison University.

About Universal Corporation

Universal Corporation (NYSE: UVV) is a global agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents, we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and deliver value to our customers. For more information, visit www.universalcorp.com.

Forward-Looking Statements

This release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers that any statements contained herein regarding the Company’s financial condition, results of operation, and future business plans, operations, opportunities, and prospects for its performance are forward-looking statements based upon management’s current knowledge and assumptions about future events, and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the failure of any one or more of the assumptions stated herein to prove to be correct; success in pursuing strategic investments or acquisitions and integration of new businesses and the impact of these new businesses on future results; product purchased not meeting quality and quantity requirements; our reliance on a few large customers; our ability to maintain effective information technology systems and safeguard confidential information; anticipated levels of demand for and supply of our products and services; costs incurred in providing these products and services including increased transportation costs and delays attributed to global supply chain challenges; timing of shipments to customers; higher inflation rates; changes in market structure; government regulation and other stakeholder expectations; economic and political conditions in the countries in which we and our customers operate, including the ongoing impacts from international conflicts; product taxation; industry consolidation and evolution; changes in exchange rates and interest rates; impacts of regulation and litigation on its customers; industry-specific risks related to its plant-based ingredient businesses; exposure to certain regulatory and financial risks related to climate change; changes in estimates and assumptions underlying our critical accounting policies; the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations; and general economic, political, market, and weather conditions. Actual results, therefore, could vary from those expected. A further list and description of these risks, uncertainties, and other factors can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, and in other documents the Company files with the Securities and Exchange Commission. This information should be read in conjunction with the Annual Report on Form 10-K for the year ended March 31, 2024. The Company cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made.

# # #

Cover	Aug. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 2024
Entity File Number	001-00652
Entity Registrant Name	UNIVERSAL CORPORATION
Entity Central Index Key	0000102037
Entity Tax Identification Number	54-0414210
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	9201 Forest Hill Avenue
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23235
City Area Code	804
Local Phone Number	359-9311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	UVV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false