What changed in this filing

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Item 9A. Controls and Procedures

2021-06-29 compared with 2020-08-24 · 93 added, 611 removed, 59 unchanged (92% of the section changed)

13 unchanged sentences

Based on this assessment, management concluded that our internal control over financial reporting is effective as of March 31, 2021.

The effectiveness of our internal control over financial reporting as of March 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report presented herein.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 due to the Company's status as a smaller reporting company and a nonaccelerated filer.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated our internal control over financial reporting to determine whether any changes occurred during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Despite implementing remote work arrangements for most employees due to government shelter-in-place orders imposed in response to the COVID-19 pandemic, there were no changes that occurred during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to March 31, 2020, we have not experienced a material impact to our internal controls over financial reporting due to the continued effects of the COVID-19 outbreak.

We are continually monitoring and assessing the circumstances related to the COVID-19 pandemic and related government shelter-in-place orders on our internal controls to minimize the impact to their design and operating effectiveness.

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Old Holdco, Inc.

(formerly Pyxus International, Inc.)

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Old Holdco, Inc.

(formerly Pyxus International, Inc.) and subsidiaries (the “Company”) as of March 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2020, of the Company, and our report dated August 24, 2020, expressed an unqualified opinion on those financial statements and included explanatory paragraphs regarding the Company's adoption of ("ASC") Topic 842, “Leases,” and Emergence from Bankruptcy.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Raleigh, North Carolina

August 24, 2020

There have been no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fourth quarter of fiscal 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the course of our ongoing preparations for making management’s report on internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, from time to time we have identified areas in need of improvement and have taken remedial actions to strengthen the affected controls as appropriate.

We make these and other changes to enhance the effectiveness of our internal controls over financial reporting, which do not have a material effect on our overall internal control.

We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an ongoing basis and will take action as appropriate.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Current Directors

The following individuals currently serve as directors, but pursuant to the Plan will be removed from office upon the effectiveness of the Plan, other than J.

Pieter Sikkel who is to continue as a director:

Richard Green, Jr.

– Age 76, Director since 2003

Retired since April 2002.

Non-Executive Director of ITC Limited, a company in India engaged in operating hotels, agricultural exports, and manufacturing cigarettes and paperboard, from July 1999 to April 2008.

Regional Director of British American Tobacco, a multinational tobacco company, from January 1999 to April 2002.

Howard – Age 74, Director since 2005

Retired since December 2003.

Non-Executive Chairman of Zotefoams PLC, a manufacturer of industrial foams, from January 2007 through March 2016, and Non-Executive Director of Zotefoams from January 2006 to December 2006.

Deputy Chief Executive of The Morgan Crucible Company plc, a designer, developer and supplier of products made from carbon, ceramic and magnetic materials, from September 2002 to December 2003, and Director of The Morgan Crucible Company from September 1992 to December 2003.

Deputy Chairman, Assam Carbon Products, Ltd., India, March 1977 to August 2005.

Howard does not currently serve on the board of directors of any other public company, but within the last five years served as a director of Zotefoams PLC.

Pieter Sikkel – Age 56, Director since 2011

President and Chief Executive Officer of Pyxus since March 1, 2013, having previously served as President from December 2010 through February 2013, as Executive Vice President – Business Strategy and Relationship Management from April 2007 to December 2010, and as Regional Director of Asia from May 2005 until April 2007.

Employed by Standard Commercial from January 1983 until May 2005, serving as Regional Director of Asia from March 1999 until May 2005, Country Manager of China from June 1991 until March 1999, and prior thereto in various positions in South Korea, the Philippines and Thailand.

Sikkel served as Chairman of the Board of Directors from August 2018 to February 2020.

Kehaya – Age 52, Director since 2005

A founding partner of Meriturn Partners, LLC, an investment firm specializing in restructurings and turnarounds of middle-market companies, since January 2002.

Kehaya has served as Chairman of AMV Holdings, LLC (f/k/a MadVapes Holdings, LLC), an owner and operator of retail vape shops and manufacturer and wholesaler of related products, since August 2015.

Previously, Mr.

Kehaya served as Pyxus' Interim Chief Executive Officer from December 2010 through February 2013;

as President, Chief Executive Officer and Chief Operating Officer of Eturn Communications, Inc., a software solutions provider, from November 2000 to October 2001;

and from April 1993 until March 2000, was employed by Standard Commercial Corporation (“Standard Commercial”), serving variously as Assistant to the President, Finance Director of the Tobacco Division, Vice President - Planning, and as Chief Executive Officer of Standard Commercial’s tobacco processing facility in St.

Petersburg, Russia.

Kehaya served as Chairman of the Board from December 2010 to August 2018.

In connection with his service as a partner at Meriturn Partners, LLC, an investment firm specializing in restructurings and turnarounds of middle-market companies, Mr.

Kehaya served as interim Chief Executive Officer of Prime Tanning Co., Inc., between March 2009 and December 2009, until a permanent replacement could be found.

On November 16, 2010, Prime Tanning Co., Inc.

filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Maine.

Richardson – Age 49, Director since 2019

Executive Vice President of Red Ventures, LLC, a portfolio of digital companies that brings consumers and brands together through customized online experiences, since August 2019.

Previously, Mr.

Richardson served as co-founder and Chief Executive Officer of Trade It, Inc., an API network for investing, from December 2014 to July 2019;

advisor and consultant to Bloomberg Media, a global online news and data company, from November 2013 to March 2014 and as President of AOL Live, a live online video channel, from September 2013 to November 2013.

Wade, III – Age 71, Director since 2001

Non-executive Chairman of the Board of Directors since February 2020.

Director of Payless Shoesource, Inc., a retailer of footwear and accessories, since August 2017, and Chairman and Interim Chief Executive Officer of Payless from August 2017 to February 2019;

President and Chief Executive Officer of Broadcaster, Inc.

(formerly International Microcomputer Software Inc.), a company engaged in the internet service provider and applications businesses, since September 2006;

Chief Executive Officer of International Microcomputer Software Inc., from September 2001 to September 2006;

and Partner in Residence with Catalyst Acquisition Group, an investment firm focusing on the acquisition and restructuring of distressed companies in the United States and internationally, since September 2007.

Director, President and Chief Executive Officer of Digital Creative Development Corporation (“DCDC”), a developer of entertainment content companies focusing on broadband content delivery and providing Internet-related business-to-business services, from May 2001 to September 2001, and Director and Executive Vice President of DCDC from June 2000 to April 2001.

Managing Director of Prudential Securities, Inc., a global securities firm, from May 1998 to June 2000.

On February 18, 2019, Payless Shoesource, Inc.

filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of Missouri.

Wade has served on the board of directors of Payless Shoesource, Inc.

since August 2017, when it emerged from Chapter 11 proceedings commenced earlier that year, and served as its Chairman and Interim President from August 2017 to February 2019.

Eckmann – Age 67, Director since 2013

Retired since April 2008.

Group President of Reynolds American, Inc., a manufacturer of consumer tobacco products, from October 2006 to April 2008, Executive Vice President – Strategy and Business Development of Reynolds American, Inc., from January 2006 to October 2006, and Executive Vice President – Strategy, Integration, Information Technology and Business Development of Reynolds American, Inc., from September 2004 to January 2006.

Senior Vice President and Chief Financial Officer of Brown & Williamson Tobacco Corporation, a manufacturer of consumer tobacco products, from January 2001 to August 2004.

Fitzpatrick – Age 65, Director since 2012

President of Fitzpatrick Communications, Inc., a public relations firm concentrating in corporate and crisis communications, litigation support, issue management, media relations and public affairs, since 2002.

Prior thereto, Ms.

Fitzpatrick was a Senior Vice President at Ruder-Finn, Inc., a multinational public relations firm.

Grier – Age 62, Director since 2018

Retired since June 2019.

Vice President and Treasurer of E.I.

DuPont de Nemours & Company, a Fortune 100 diversified agricultural and manufacturing company from February 2012 through May 2019.

Prior thereto, Ms.

Grier served in numerous roles across DuPont including Vice President, General Auditor & Chief Ethics and Compliance Officer;

Finance Director and CFO of DuPont’s Safety & Protection division;

Finance Director and CFO of DuPont Europe;

Regional Controller for South America;

and Financial Leader for various business units.

Rice – Age 66, Director since 2013

Retired since June 2012.

Vice Chairman of Archer-Daniels-Midland Company, a Fortune 30 agribusiness, from November 2010 to June 2012.

During his 36-year career with Archer-Daniels-Midland, Mr.

Rice held numerous senior positions, including the roles of Executive Vice President – Commercial and Production from August 2007 to October 2010, Executive Vice President – Global Risk Management and Marketing from February 2005 to August 2007, and Senior Vice President – Corn Processing, Global BioProducts and Food from February 2000 to February 2005.

Executive Officers

The following information is furnished with respect to the Company's executive officers and the capacities in which they serve.

Name Age Title

Pieter Sikkel 56 President and Chief Executive Officer

Purvis 58 Executive Vice President - Business Services

Thomas 53 Executive Vice President - Chief Financial Officer

Jones 52 Senior Vice President - Human Resources

51 Senior Vice President - Chief Legal Officer and Secretary

The business experience summaries provided below for the Company's executive officers describe positions held by the named individuals during the last five years.

Pieter Sikkel has served as President and Chief Executive Officer of Pyxus International, Inc., since March 2013, having previously served as President from December 14, 2010 through February 2013, Executive Vice President - Business Strategy and Relationship Management from May 2007 through December 13, 2010, and as Regional Director of Asia from May 2005 through April 2007.

Purvis has served as Executive Vice President - Business Services since February 2019, having previously served as Senior Vice President - Business Services from September 2018 through January 2019, Vice President - Global Information Services from January 2011 through August 2018, Vice President - Chief Application Architect from April 2009 through December 2010, and as Vice President - Chief Technology Officer from May 2005 through March 2009.

Thomas has served as Executive Vice President - Chief Financial Officer since January 2014, having previously served as Vice President - Treasurer from December 2005 through December 2013.

Jones has served as Senior Vice President - Human Resources since September 2018, having previously served as Vice President - Human Resources from January 2011 through August 2018, Vice President - Human Capital from August 2009 through December 2010, and as Vice President - Compensation and Benefits from May 2005 through July 2009.

has served as Senior Vice President - Chief Legal Officer and Secretary since April 2011, having previously served as Senior Vice President - Assistant General Counsel and Secretary from January 2011 through March 2011, and as Assistant General Counsel and Assistant Secretary from August 2005 through December 2010.

Each of these executive officers served in such capacities at the commencement of the Chapter 11 Cases.

The information concerning directors and persons nominated to become directors of Pyxus International, Inc.

included in the Proxy Statement under the headings "Board of Directors - Proposal One - Election of Directors" and "Board of Directors - Director Biographies" is incorporated herein by reference.

The information concerning the executive officers of the Company included in Part I, Item I of this Annual Report on Form 10-K under the heading "Business - Executive Officers of Pyxus International, Inc." is incorporated herein by reference.

Audit Committee

The Board of Directors of the Company (the “Board”) has established an Audit Committee, which currently consists of Ms.

Grier (Chair), Mr.

Rice, and Mr.

The Board has further determined that each of Ms.

Grier and Messrs.

Eckmann, Rice, and Wade meet the requirements of an audit committee financial expert, as that term is defined by the SEC in Item 407 of Regulation S-K.

Delinquent Section 16(a) Reports

Based on its review of Section 16(a) reports filed with the SEC, the Company believes that during the fiscal year ended March 31, 2020, all reports for the Company’s executive officers and directors that were required to be filed under Section 16(a) of the Securities Exchange Act of 1934 were filed on a timely basis, except as follows:

(i) a Form 4 for each of Laura D.

Jones, Tracy G.

Purvis, William L.

O’Quinn, Jr., J.

Pieter Sikkel, and Joel L.

Thomas, reporting the vesting of Restricted Stock Units and forfeiture of shares for withholding taxes on June 13, 2019 was not filed until June 20, 2019, (ii) a Form 4 for Michael E.

Shannon reporting the vesting of Restricted Stock Units on June 13, 2019 was not filed until June 20, 2019 (iii) a Form 4 for each of Laura D.

Jones, Tracy G.

Purvis, William L.

O’Quinn, Jr., J.

Pieter Sikkel, and Joel L.

Thomas reporting the vesting of Restricted Stock Units and forfeiture of shares for withholding taxes on August 15, 2019 was not filed until August 20, 2019, and (iv) a Form 4 for each of Laura D.

Jones, Tracy G.

Purvis, William L.

O’Quinn, Jr., J.

Pieter Sikkel, and Joel L.

Thomas, reporting the vesting of Restricted Stock Units and forfeiture of shares for withholding taxes on March 23, 2020 was not filed until April 2, 2020.

The information included in the Proxy Statement under the headings "Board of Directors - Board Committees and Membership" and "Audit Matters" is incorporated herein by reference.

Section 16(a) Compliance

The information included in the Proxy Statement under the heading "Ownership of Equity Securities - Delinquent Section 16(a) Reports" is incorporated herein by reference.

Code of Business Conduct

Pyxus has a Code of Business Conduct that clearly defines the Company’s expectations for legal and ethical behavior on the part of every Pyxus director, officer, employee and agent.

The Code of Business Conduct also governs Pyxus’ principal executive officer, principal financial officer, and principal accounting officer.

It is designed to deter wrongdoing and promote

honest and ethical business conduct in all aspects of the Company’s affairs.

Any waiver of the Code of Business Conduct for any director or executive officer would require approval by the Board of Directors and would be disclosed immediately thereafter to shareholders via the Company’s website, www.pyxus.com.

Executive Compensation

The information included in the Proxy Statement under the heading "Governance of the Company - Code of Business Conduct" is incorporated herein by reference.

Corporate Governance

The Board of Directors has adopted corporate governance guidelines and charters for its Audit Committee, Compensation Committee, and Environmental, Social, and Governance Committee.

These governance documents are available on our website, www.pyxus.com, or by written request, without charge, addressed to:

Corporate Secretary, Pyxus International, Inc., 8001 Aerial Center Parkway, Morrisville, NC 27560-8417.

Executive Compensation

Summary of Executive Compensation Table

The following table reflects the compensation for the two most recent fiscal years for the Chief Executive Officer and the two other most highly compensated executive officers in the fiscal year ended March 31, 2020 (the “Named Executive Officers”).

Name and Principal Position Fiscal Year Salary

($) Bonus (1)

Stock Awards (2)

Non-Equity Incentive Plan Compensation (3)

Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)

All Other Compensation (5)

Pieter Sikkel 2020 $ 725,000 $ — $ — $ — $ 110,011 $ 13,800 $ 848,811

President, Chief Executive Officer 2019 $ 700,000 $ — $ 300,000 $ 254,427 $ 156,000 $ 23,100 $ 1,433,527

Thomas 2020 $ 442,400 $ — $ — $ — $ 52,703 $ — $ 495,103

Executive Vice President, Chief 2019 $ 429,516 $ 80,000 $ 150,000 $ 117,082 $ 82,927 $ — $ 859,525

Financial Officer

2020 $ 345,000 $ — $ — $ — $ 44,624 $ 11,301 $ 400,925

Senior Vice President, Chief 2019 $ 335,000 $ 40,000 $ 90,000 $ 91,321 $ 74,283 $ 11,135 $ 641,739

Legal Officer and Secretary

(1) For fiscal year 2019, the Committee approved discretionary bonuses to Messrs.

Thomas and O’Quinn for their leadership and personal contributions in driving the transformation initiatives and their extensive work related to building the new businesses.

The amounts of the bonuses awarded were made based on the subjective determination of the Committee after assessing each individual’s contributions during the year.

(2) Reflects the grant date fair value of awards made in the fiscal year determined in accordance with ASC Topic 718.

Values above indicate the grant date fair value for awards made during fiscal year 2019 of restricted stock units and performance-contingent share units, the grant date values of which are based on the “target” levels for these awards.

The grant date fair value of the performance-contingent share units calculated at the maximum payout level are $200,000 for Mr.

Sikkel, $100,000 for Mr.

Thomas and $60,000 for Mr.

O’Quinn, which would increase the aggregate amounts reported under this column to $400,000 for Mr.

Sikkel, $200,000 for Mr.

Thomas and $120,000 for Mr.

For a discussion of the assumptions used in the valuation of these awards, see Note 11 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

However, for the purpose of this table, the grant date fair value excludes the effect of estimated forfeitures.

The performance-contingent share unit awards granted in fiscal year 2019 are earned based on the three fiscal-year average adjusted earnings per share for the performance period beginning April 1, 2018 and ending March 31, 2021.

Adjusted earnings per share is defined as the fully-diluted earnings per share of Common Stock, adjusted to exclude extraordinary gains and losses, restructuring and impairment, debt retirement expense and annual cash incentive award accruals under the AIP (defined in footnote 3 below).

The performance levels are expressed as “threshold,” “target,” and “maximum” and the actual number of shares to be earned will be contingent upon the three fiscal-year average adjusted earnings per share as of March 31, 2021, with 25% being earned at the threshold level, 100% being earned at the target level up to 200% being earned at or above the maximum level.

If the three-year average adjusted earnings per share as of March 31, 2021 is below the threshold level, no shares will be earned and performance between threshold and target or between target and maximum will be interpolated based on actual performance.

The restricted stock units granted in fiscal year 2019 ratably vest one-third per year over three years after the date of grant in the event that the Named Executive Officer is still employed by the Company at that time.

Upon vesting, one share of common stock is delivered for each vested unit.

Once the restricted stock unit awards vest, 100% of the shares earned/vested, net of taxes, must be held until the earlier of (a) June 13, 2021 or (b) termination of employment.

No stock awards were granted to the Named Executive Officers in fiscal year 2020.

(3) Reflects payments with respect to grants made under the Company’s Annual Incentive Plan (the “AIP”), with award opportunities expressed as a percentage of annual base salary with payouts based on the level of achievement of performance goals established at the time of the award.

AIP performance goals are expressed as “threshold,” “target,” and “maximum” objectives for the Named Executive Officers, with “threshold” being the minimum level of performance at which payout under AIP awards begin, performance at the “target” level resulting in payment at 100% of the target bonus opportunity and achievement at or above the “maximum” level resulting in 200% of target bonus opportunity.

Performance between “threshold” and “target,” or “target” and “maximum” is interpolated.

For fiscal year 2020, the performance measures selected for the AIP awards were adjusted free cash flow (defined as Adjusted EBITDA as presented in the Company’s announcements of quarterly and annual financial results minus cash interest and cash taxes minus routine capital expenditures), leverage (defined as the ratio of adjusted debt (total debt less cash) to adjusted EBITDA), Leaf EBIT (defined as net income plus interest expense plus tax expense for the tobacco leaf business combined segments) and other segment revenue (defined as net revenue of the total combined other business segments).

(4) Reflects the aggregate change in the actuarial present value of the Named Executive Officer’s accumulated pension benefits plus the Company’s contributions to the Nonqualified Deferred Compensation program in fiscal years 2020 and 2019.

None of the Named Executive Officers earned above-market returns on deferred compensation during fiscal years 2020 and 2019, respectively.

(5) The following table lists all amounts included in the “All Other Compensation” column of the Summary Compensation Table for fiscal year 2020:

Name 401(k) Company Match (a) Other Prerequisites or Payments (c) Total

Pieter Sikkel $ 11,450 2,350 $ 13,800

Thomas $ — — $ —

$ 11,301 — $ 11,301

(a) Company matching contributions allocated to the Named Executive Officer account pursuant to the Pyxus Savings and Profit Sharing Plan.

(b) Reflects the payment of tax preparation services paid on behalf of Mr.

Employment Agreement

On February 5, 2013, the Company entered into an employment agreement with Mr.

Sikkel which was effective as of March 1, 2013 and which contains provisions relating to termination for cause, termination due to disability, termination other than cause and termination for good reason following a change-in-control of the Company.

Sikkel’s employment agreement has an initial term expiring three years after the effective date and is subject to automatic annual renewals thereafter absent notice of non-renewal delivered by either the Company or Mr.

Sikkel at least 90 days prior to the scheduled expiration.

Sikkel’s employment is terminated by the Company without cause, if Mr.

Sikkel resigns his employment for good reason or Mr.

Sikkel resigns for a change-in-control good reason within twelve months after a change-in-control of the Company, he will be entitled to receive severance equal to two times his annual base salary payable in 24 monthly installments.

In addition to severance payments, in connection with a termination of employment as described above, Mr.

Sikkel is entitled to health care coverage benefits for up to two years following termination and payment of up to $25,000 for outplacement services.

Sikkel’s employment is terminated because of disability, he is entitled to receive payments for 18 months at two-thirds of his annual base salary at time of termination.

Sikkel’s employment is terminated by the Company with cause or he separates from employment for any reason other than good reason or following a change-in-control, the Company is obligated to pay compensation and benefits only to the date of termination or separation.

“Good reason” is defined to include any of the following events occurring within ninety-five days prior to separation of employment:

Sikkel’s base salary is reduced more than fifteen percent unless the reduction is part of and at the same percentage as an across-the-board salary reduction for Pyxus’ senior management, Pyxus fails to perform any material obligation or breaches any material provision of the employment agreement, or Mr.

Sikkel is not re-elected to the position of President and Chief Executive Officer;

Sikkel resigns in writing within thirty days after such events arise.

Sikkel’s agreement also contains a world-wide non-competition provision

for twelve months following a termination or separation of employment.

In addition, he is subject to a prohibition on solicitation of the Company’s employees, customers and vendors, for a period of twenty-four months after any termination or separation of employment.

Non-qualified Deferred Compensation Plan

During fiscal year 2020, the Named Executive Officers were participants in the Pyxus International, Inc.

Supplemental Retirement Account Plan (the "PYX SRAP"), established April 1, 2007.

The PYX SRAP is a non-qualified defined contribution supplemental retirement plan established to provide deferred compensation for a select group of management.

Benefits under the PYX SRAP are based on a hypothetical bookkeeping account established for each participant.

Each fiscal year, pay credits and interest credits are added to the account.

The pay credit is equal to a specified percentage of base salary, bonus and annual incentive compensation paid to the participant during the fiscal year.

For fiscal year 2020, the pay credit for Mr.

Sikkel was 10% and for Messrs.

Thomas and O’Quinn was 7.5%.

The interest credit each fiscal year is equal to the beginning account balance times the Moody’s Aa Corporate Bond Yield Average as of the beginning of the fiscal year.

However, the interest crediting rate cannot exceed 120% of the applicable federal long-term rate prescribed by the Secretary of Treasury for the first month of the fiscal year.

For fiscal year 2020, the interest crediting rate was 3.44%.

Each participant becomes vested in his PYX SRAP benefit after five years of service, whether or not the service is consecutive.

Each of the Named Executive Officers is vested in the PYX SRAP benefit.

However, a participant who is terminated for cause will forfeit any benefits otherwise payable under the PYX SRAP.

Participants must also comply with a non-compete following termination of employment.

A participant who violates the non-compete will forfeit all benefits under the PYX SRAP.

However, the non-compete provision will not apply after a change in control, as defined in the PYX SRAP.

Vested benefits are payable in 120 equal monthly installments starting in the seventh month following separation from service, unless the final account balance is less than $100,000, in which case the benefit will be payable in a lump-sum.

The monthly installment amount is based on the final account balance plus interest at the PYX SRAP’s applicable interest crediting rate for the year.

If the participant dies, unpaid installments are payable to the participant’s designated beneficiary.

Aggregate earnings in the last fiscal year are not included in the compensation reported for fiscal year 2020 in the Summary Compensation Table included elsewhere in this proxy statement.

As of December 31, 2015, the Pyxus International, Inc.

Pension Plan (the "PYX Pension Plan") was amended to close the plan to new participants and to freeze the plan by eliminating all notional retirement credits under the plan beginning January 1, 2016.

The participant’s notional account balance is credited with annual interest credits.

The annual interest crediting rate for each calendar year is equal to the average rate paid on One Year Treasury Constant Maturity Bonds for the month of November in the preceding year, plus 1%, provided that the interest crediting rate is not less than 3%.

The interest crediting rate for calendar year 2019 is 3.00%.

Prior to January 1, 2016, the PYX Pension Plan covered all full-time, salaried employees of the Company and its subsidiaries who had completed 30 days of employment.

Benefits earned under the PYX Pension Plan vest after three years of service with at least one hour of service on or after January 1, 2008 or upon attaining age 65 while actively employed.

A terminated participant may elect to receive the actuarially equivalent value of his or her vested accrued benefit in the form of a lump sum payment or an immediate or deferred annuity commencing at any time following termination of employment.

The PYX Pension Plan preserves certain early retirement rights for participants whose benefits include benefits earned under pension plans merged into the PYX Pension Plan.

These provisions will not have a material effect on benefit payments for any of the Named Executive Officers.

As of March 31, 2020, Mr.

Sikkel was eligible for early retirement and Messrs.

Thomas and O’Quinn were not eligible for early retirement.

Executive Retention Plan

On April 17, 2020, the Board, based on the recommendation of the Compensation Committee, approved the adoption of an Executive Officer Retention Plan (the “Retention Plan”) for the benefit of the Company’s executive officers, including the Named Executive Officers.

Participants in the Retention Plan each received a one-time retention payment upon entering into a retention agreement with the Company.

Under the retention agreements, a participant is required to repay the full retention payment to the Company in the event that the Company terminates the participant’s employment for “cause” or the participant voluntarily resigns without “good reason” (each as defined in the Retention Plan) prior to the expiration of 12 months from the date of the retention payment date.

The amounts of the respective cash retention payment to the Named Executive Officers are set forth in the table below.

Title Retention Payment Amount

Pieter Sikkel President & Chief Executive Officer $ 1,088,000

Thomas Executive Vice President, .Chief Financial Officer $ 553,000

Senior Vice President, Chief Legal Officer $ 345,000

Outstanding Equity Awards at Fiscal Year-End Table

The following table presents information regarding unexercised stock options and granted but unvested restricted stock unit and performance-contingent share unit awards held by the Named Executive Officers at March 31, 2020.

Pursuant to the terms of the Plan, upon the effectiveness of the Plan all outstanding rights to acquire common stock will be cancelled.

Name Number of Securities Underlying Unexercised Options

Exercisable Number of Securities Underlying Unexercised Options

Unexercisable Option Exercise Price

($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested

(#) Market Value of Shares or Units of Stock that Have Not Vested (1)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units, or Other Rights that Have Not Vested

($) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested (1)

Pieter Sikkel 50,000 — $ 60.00 3/24/2021

50,000 — $ 60.00 4/17/2022

Thomas 4,000 — $ 60.00 3/24/2021

4,000 — $ 60.00 4/17/2022

10,000 — $ 60.00 3/24/2021

10,000 — $ 60.00 4/17/2022

(1) The market value of stock awards is based on the closing price of the Company’s common stock on March 31, 2020, the last trading day of the fiscal year, which was $3.11 per share.

(2) Restricted stock units granted June 13, 2017.

Awards vest ratably one-third per year on each of the first, second and third anniversaries of the grant date.

(3) Restricted stock units granted June 13, 2018.

Awards vest ratably one-third per year on each of the first, second and third anniversaries of the grant date.

(4) Performance-contingent share unit awards granted on June 13, 2018.

The total number of shares to be earned under the award will be determined at the completion of the performance periods under the award.

For purposes of the number of shares to be reported, as well as for purposes of computing the market value of the award, we have assumed that target performance is achieved.

Compensation of Directors

Directors who are employees of the Company are not compensated for their services as directors.

The following table represents the fiscal year 2020 compensation for all directors other than Mr.

Sikkel, and includes compensation paid to Daniel A.

Castle, who resigned as a director on February 19, 2020.

Compensation information for Mr.

Sikkel is disclosed herein under the section entitled “Executive Compensation.”

Director Compensation

Name Fees Earned or Paid in Cash Stock

Change in Pension Value and Nonqualified Deferred Compensation Earnings Total

$ 147,950 $ 51,803 — $ 199,753

Fitzpatrick (1)

$ 117,227 $ 51,803 — $ 169,030

Richard Green, Jr.

$ 119,504 $ 51,803 — $ 171,307

$ 123,037 $ 51,803 — $ 174,840

$ 124,227 $ 51,803 — $ 176,030

$ 107,504 $ 51,803 — $ 159,307

$ 121,727 $ 51,803 — $ 173,530

Richardson (1)

$ 112,260 $ 51,803 — $ 164,063

Wade, III (1)

$ 128,864 $ 52,581 — $ 181,445

Former Director

$ 91,834 $ 50,310 — $ 142,144

(1) Independent directors received fees, paid quarterly, based on the following annual retainer schedule:

Type of Service

Annual Retainer

Non-Executive Chairman of the Board $ 135,000

Board Member $ 67,500

Lead Independent Director + $ 20,000

Audit Committee Member + $ 12,000

Audit Committee Chair + $ 10,000

Executive Committee Member + $ 3,000

Executive Committee Chair + $ 5,000

Executive Compensation Committee Member + $ 12,000

Executive Compensation Committee Chair + $ 7,500

Governance & Nominating Committee Member + $ 7,500

Governance & Nominating Committee Chair + $ 5,000

Social Responsibility & Corporate Affairs Committee Member + $ 7,500

Social Responsibility & Corporate Affairs Committee Chair + $ 5,000

Special Committee Member + $ 7,500

Special Committee Chair + $ 5,000

Wade was appointed non-executive Chairman of the Board on February 19, 2020.

Castle resigned as a director on February 19, 2020.

(4) Pursuant to the Company's 2016 Incentive Plan approved by the shareholders on August 11, 2016 (the “Incentive Plan”), (i) beginning with the December 31, 2018 grant and each quarterly grant thereafter until December 31, 2019, the

Board approved non-employee director equity compensation to provide for quarterly grants of common stock which rounded to the nearest ten shares is equal in value to $21,250 for each non-employee director other than the non-executive Chairman of the Board, if any, and for the non-executive Chairman of the Board, if any, quarterly grants of common stock which rounded to the nearest ten shares is equal in value to $31,875, in each case determined in reference to the 15 days’ average closing share price as of the last trading day preceding the grant;

and (ii) beginning with the December 31, 2019 grant and each quarterly grant thereafter, the Board approved non-employee director equity compensation to provide for (a) quarterly grants of common stock which rounded to the nearest ten shares is equal in value to $21,250 for each non-employee director, other than the non-executive Chairman of the Board, if any, and for the non-executive Chairman of the Board, if any, quarterly grants of common stock which rounded to the nearest ten shares is equal in value to $31,875, in each case determined in reference to the greater of the 15 days’ average closing share price as of the last trading day preceding the grant or a deemed value of $20.00 per share;

and (b) each non-employee director, other than the non-executive Chairman, if any, to further receive a cash payment following each quarterly grant of common stock equivalent in value to the difference between (w) the actual value of the equity grant received by such director at the end of the immediately preceding fiscal quarter, and (x) $21,250;

and the non-executive Chairman, if any, to further receive a cash payment following each quarterly grant of common stock equivalent in value to the difference between (y) the actual value of the equity grant received by such director at the end of the immediately preceding fiscal quarter, and (z) $31,875.

Castle received a prorated grant for the quarter in which he resigned from the Board of Directors.

The values shown for the common stock reflect the grant date fair value of awards determined in accordance with ASC Topic 718.

For a discussion of the assumptions used in the valuation of these awards, see Note 11 of Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

Pursuant to the terms of the Plan, upon the effectiveness of the Plan all outstanding rights to acquire common stock will be cancelled.

The information contained in the Proxy Statement under the captions "Board of Directors - Compensation of Directors" and "Executive Compensation" is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Ownership of Equity Securities

Stock Ownership of Management

The following table provides information as of April 27, 2020, with respect to the direct and indirect ownership of common stock by (1) each director;

(2) each of the Named Executive Officers;

and (3) all directors and executive officers as a group.

On April 27, 2020, there were 9,190,216 shares of Pyxus common stock outstanding, which number does not include shares owned by wholly-owned subsidiaries of the Company which are not entitled to vote their shares or to receive any dividends with respect to such shares.

Pursuant to the terms of the Plan, upon the effectiveness of the Plan all outstanding shares of common stock will be cancelled.

Name of Beneficial Owner Number of Shares with Sole Voting and Investment Power (1)

Number of Shares with Shared Voting and Investment Power (2)

Number of Shares Beneficially Owned (1) (2)

Percent of Class (1) (2)

Eckmann 25,050 — 25,050 *

Fitzpatrick 23,910 — 23,910 *

Richard Green, Jr.

31,880 1,500 33,380 *

Grier 6,900 — 6,900 *

Howard 31,402 — 31,402 *

86,510 481,525 568,035 6.1 %

35,716 — 35,716 *

Rice 22,050 — 22,050 *

Richardson 5,300 — 5,300 *

Pieter Sikkel 141,339 — 141,339 1.5 %

Thomas 26,029 — 26,029 *

Wade, III (1)

30,510 — 30,510 *

Executive Officers and Directors as a Group (includes 14 people total) 466,596 483,025 949,621 10.1 %

* Less than 1%.

(1) Includes shares of common stock that may be acquired upon exercise of options that are currently exercisable or will become exercisable within sixty days of April 27, 2020, as follows:

Eckmann, 0 shares;

Fitzpatrick, 0 shares;

Green, 0 shares;

Grier, 0 shares;

Howard, 0 shares;

Kehaya, 50,000 shares;

O’Quinn, 20,000 shares;

Rice, 0 shares;

Richardson, 0 shares;

Sikkel, 100,000 shares;

Thomas, 8,000 shares;

Wade, 0 shares;

and the executive officers, directors and nominees as a group, 178,000 shares.

This number also includes shares owned by minor child(ren) of the reporting person, or held in a trust or other estate planning vehicle over which the reporting person is understood to have sole voting and investment power.

(2) Includes shares owned by the spouse of the reporting person, either directly, jointly with the reporting person or as custodian for the minor child(ren) of the reporting person.

Kehaya, the amount shown includes, in addition to the 50,000 shares subject to presently exercisable options described in note (1) above:

(1) 36,115 shares held directly by Mr.

Kehaya over which he has sole voting and dispositive power;

(2) 181,404 shares held jointly with Mr.

Kehaya’s spouse over which Mr.

Kehaya has shared voting and dispositive power;

(3) an aggregate of 1,848 shares held by Mr.

Kehaya’s spouse as custodian for his children that Mr.

Kehaya may be deemed to beneficially own;

(4) 395 shares owned indirectly through a 401(k) plan;

and (5) 298,273 shares held by various trusts of which Mr.

Kehaya is a co-trustee and over which he has shared voting and dispositive power;

but excludes 1,131 shares that may be subject to recovery in escheatment proceedings in the State of North Carolina.

Stock Ownership of Certain Beneficial Owners

The following table sets forth the only persons known to the Company to be the beneficial owner (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than five percent of the outstanding shares of common stock of the Company as of the dates set forth in the footnotes to the table.

Pursuant to the terms of the Plan, upon the effectiveness of the Plan all outstanding shares of common stock will be cancelled.

Name and Address of Beneficial Owner Number of Shares Beneficially Owned Percent of Class (1)

BlackRock, Inc.

592,786 6.5 %

55 East 52nd Street

New York, New York 10055

568,035 6.1 %

234 Fayetteville Street Mall, Sixth Floor

Raleigh, North Carolina 27601

Donald Smith & Co., Inc., et al.

540,161 5.9 %

152 West 57 th Street

New York, New York 10019

Dimensional Fund Advisors LP (5)

473,423 5.2 %

Building One, 6300 Bee Cave Road

Austin, Texas, 78746

Shaw & Co., L.P., et al.

460,289 5.0 %

1166 Avenue of the Americas, 9 th Floor

New York, New York 10036

Morgan Stanley (7)

459,933 5.0 %

1585 Broadway

New York, New York 10036

(1) All percentages are based on 9,190,216 shares of our common stock outstanding on April 27, 2020, which number does not include 785,313 shares owned by wholly-owned subsidiaries of the Company which are not entitled to vote their shares or to receive any dividends with respect to such shares.

(2) Based solely on a Schedule 13G/A filed by BlackRock, Inc.

on February 5, 2020, reporting information as of December 31, 2019 that indicates that BlackRock, Inc.

has sole voting power over 575,168 shares and sole dispositive power over 592,786 shares.

Such Schedule 13G/A was filed by Blackrock, Inc.

as a parent holding company with respect to the following subsidiaries:

BlackRock Advisors, LLC, BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc.

BlackRock Investment Management, LLC.

Such Schedule 13G/A reports that no one person's interest in the Company’s common stock of reported as beneficially owned is more than five percent of the total outstanding common shares.

Kehaya, the amount shown is as of April 27, 2020 and includes:

(1) 36,115 shares held directly by Mr.

Kehaya over which he has sole voting and dispositive power;

(2) 181,404 shares held jointly with Mr.

Kehaya’s spouse over which Mr.

Kehaya has shared voting and dispositive power;

(3) an aggregate of 1,848 shares held by Mr.

Kehaya’s spouse as custodian for his children that Mr.

Kehaya may be deemed to beneficially own;

(4) 395 shares owned indirectly through a 401(k) plan;

(5) 50,000 shares subject to presently exercisable options held by Mr.

(6) 298,273 shares held by various trusts of which Mr.

Kehaya is a co-trustee and over which he has shared voting and dispositive power;

but excludes 1,131 shares that may be subject to recovery in escheatment proceedings in the State of North Carolina.

(4) Based solely on a Schedule 13G jointly filed by Donald Smith & Co., Inc., DSCO Value Fund, L.P., Jon Hartsel and John Piermont on February 10, 2020, reporting information as of December 31, 2019, that indicates that Donald Smith & Co., Inc.

had sole power to vote 532,400 shares and sole dispositive power over 535,600 shares, DSCO Value Fund, L.P.

had sole voting power with respect to 2,811 shares and sole dispositive power over 2,811 shares, Jon Hartsel had sole power to vote 200 shares and sole dispositive power over 200 shares, and John Piermont had sole voting power with respect to 1,550 shares and sole dispositive power over 1,550 shares.

Such Schedule 13G reports that to the knowledge of Donald Smith & Co., Inc., with respect to all shares reported in such Schedule 13G owned by advisory clients of Donald Smith & Co., Inc., not more than five percent of the class of such shares is owned by any one client.

(5) Based solely on a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 12, 2020, reporting information as of December 31, 2019, that indicates that such person beneficially owned 473,423 shares and had sole voting power with respect to 448,665 shares and sole dispositive power over 473,423 shares.

Such Schedule 13G/A reports that:

Dimensional Fund Advisors LP is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Dimensional Funds”);

in certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Dimensional Funds;

in its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Dimensional Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Dimensional Funds;

however, all securities reported in such Schedule 13G/A were owned by the Dimensional Funds and, to the knowledge of Dimensional Fund Advisors LP, the interest of any one such Dimensional Fund does not exceed five percent of the outstanding shares of the Company’s common stock;

Dimensional disclaims beneficial ownership of such securities;

and its filing of such Schedule 13G/A shall not be construed as an admission that it or any of its affiliates is the beneficial owner of any securities covered by such Schedule 13G/A for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

(6) Based solely on a Schedule 13G jointly filed by D.E.

Shaw & Co., L.P.

Shaw on January 10, 2020, reporting information as of December 31, 2019, that indicates that D.E.

Shaw & Co., L.P.

had sole power to vote 44,923 shares and sole dispositive power over 460,289 shares, and David E.

Shaw had sole power to vote 44,923 shares and sole dispositive power over 460,289 shares.

Such Schedule 13G reports that the 460,289 shares reported as beneficially owned by D.E.

Shaw & Co., L.P.

Shaw is composed of (i) 155,930 shares in the name of D.

Shaw Valence Portfolios, L.L.C., (ii) 111,326 shares in the name of D.

Shaw Oculus Portfolios, L.L.C., (iii) 1,306 shares in the name of D.

Shaw Asymptote Portfolios, L.L.C., and (iv) 191,727 shares under the management of D.

Shaw Investment Management, L.L.C.

Such Schedule 13G further reports that David E.

Shaw does not own any shares directly;

by virtue of David E.

Shaw’s position as President and sole shareholder of D.

Shaw & Co., Inc., which is the general partner of D.

Shaw & Co., L.P., which in turn is the investment adviser of D.

Shaw Valence Portfolios, L.L.C.

Shaw Oculus Portfolios, L.L.C.

and the managing member of D.

Shaw Investment Management, L.L.C.

Shaw Adviser, L.L.C., which in turn is the investment adviser of D.

Shaw Asymptote Portfolios, L.L.C., and by virtue of David E.

Shaw’s position as President and sole shareholder of D.

II, Inc., which is the managing member of D.

Shaw & Co., L.L.C., which in turn is the manager of D.

Shaw Valence Portfolios, L.L.C.

Shaw Oculus Portfolios, L.L.C.

and the managing member of D.

Shaw Manager, L.L.C., which in turn is the manager of D.

Shaw Asymptote Portfolios, L.L.C., David E.

Shaw may be deemed to have the shared power to vote or direct the vote of 444,923 shares and the shared power to dispose or direct the disposition of 460,289 shares.

(7) Based solely on a Schedule 13G filed by Morgan Stanley on May 14, 2020, reporting information as of May 4, 2020, that indicates that Morgan Stanley has shared voting power over 456,468 shares and shared dispositive power over 459,933 shares.

The Schedule 13G reports that, in accordance with the Securities and Exchange Commission Release No.

34-39538 (January 12, 1998) (the “Release”), the Schedule 13G reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the “MS Reporting Units”) of Morgan Stanley and its subsidiaries and affiliates (collectively, “MS”) and does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

Equity Compensation Plan Information

as of March 31, 2021

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (3)

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (1)

Equity Compensation Plans Approved by Security Holders — — —

Equity Compensation Plans Not Approved by Security Holders — Not Applicable —

Equity Compensation Plans Not Approved by Security Holders — — 2,200,000

Total — — 2,200,000

(1) These shares consist of 122,526 restricted stock units and performance share units issued and outstanding under the 2016 Incentive Plan and 427,000 stock options issued and outstanding under the Company's 2007 Incentive Plan.

(2) The weighted-average exercise price does not take into account restricted stock units or performance share units.

(3) The Incentive Plan allows for these shares to be issued in a variety of forms, including stock options, stock appreciation rights, stock awards, stock units, performance awards and incentive awards.

Further, the Number of Securities Remaining Available for Future Issuance as set forth in this column (c) will increase by the Number of Securities to be Issued (as reflected in column (a)) which are associated with options, rights and warrants plus other stock awards that are forfeited from time to time.

Pursuant to the terms of the Plan, upon the effectiveness of the Plan all outstanding rights to acquire common stock will be cancelled and outstanding equity compensation plans will be terminated.

(1) Pursuant to the Confirmation Order and the Plan, at the effectiveness of the Plan on the Effective Date, all outstanding rights to acquire the common stock of Old Pyxus, including awards under its stock compensation plans, were cancelled.

On November 18, 2020, the Board of Directors of the Company adopted the Pyxus International, Inc.

2020 Incentive Plan (the “Incentive Plan”).

The Incentive Plan permits the grant of options, stock appreciation rights (or SARs), stock awards, stock unit awards, performance share awards, and incentive awards.

The number of shares of the Company’s common stock eligible to be issued under the Incentive Plan is 2,200,000 shares.

At March 31, 2021, no awards under the Incentive Plan had been awarded and no rights to acquire any shares of the Company’s common stock under the Incentive Plan or any other plan were outstanding.

The information contained in the Proxy Statement under the caption "Ownership of Equity Securities" is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The Board has previously determined that the Company's current directors listed herein, with the exception of Mr.

Sikkel who is currently President and Chief Executive Officer of the Company, were independent as that term is defined under the Corporate Governance Standards of the New York Stock Exchange.

Related Party Transactions

The Company annually collects written questionnaires from its officers and directors and engages in an internal process intended to identify transactions involving the Company and its officers or directors, including those required to be disclosed pursuant to the proxy statement rules of the Securities and Exchange Commission.

Based on the information collected, the Company’s Chief Legal Officer initially determines whether any identified transactions are required to be disclosed under the relevant rules.

Information regarding any qualifying transaction(s) is presented to the Audit Committee, which pursuant to its charter makes a determination as to whether to approve or ratify such transaction(s).

The transaction disclosed below was approved and ratified by the Audit Committee pursuant to these procedures.

During the fiscal year ended March 31, 2019, the Company purchased tobacco from Msamba Estate Limited for approximately $947,300.

Msamba Estate Limited, a commercial tobacco grower in Malawi which has been selling tobacco to the Company and its predecessors since 2001, is owned by the brother of Graham J.

Kayes, who served as Executive Vice President - Business Relationship Management and Leaf until September 2018, and now serves as Executive Vice President – Business Relationship Management and Leaf of the Company’s subsidiary Alliance One International, LLC, did not have any involvement in the sales transactions between the Company and Msamba Estate Limited.

The price paid to Msamba Estate Limited for the tobacco was at the same price paid to other Malawi growers for the same grades and types of tobacco.

Board Committees and Membership

The Board has standing Audit, Executive, Executive Compensation, Governance and Nominating, and Social Responsibility and Corporate Affairs Committees.

The following table indicates the current membership of each standing committee of the Board.

Committee Membership

Audit Executive Executive Compensation Governance and Nominating Social Responsibility and

Corporate Affairs

Eckmann X X X

Fitzpatrick X X*

Richardson X X

Principal Accounting Fees and Services

Deloitte & Touche LLP (“Deloitte & Touche”), audited the Company’s accounts for the fiscal years ended March 31, 2020 and March 31, 2019.

Deloitte & Touche has served as the Company’s independent auditors since 2006.

Set forth below are the fees billed to the Company by Deloitte & Touche in connection with services rendered during the fiscal years ended March 31, 2019 and March 31, 2020:

FY2019 FY2020

Audit Fees (1)

$ 5,652,324 $ 7,091,500

Audit-Related Fees (2)

1,608,850 2,549,650

19,000 12,000

All Other Fees (4)

Total $ 7,280,174 $ 9,655,845

(1) Audit Fees.

Audit Fees consist of professional services rendered in the audit of the Company’s annual financial statements, review of the Company’s quarterly financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, such as comfort letters, statutory audits, attest services, consents and assistance with reporting requirements.

(2) Audit-Related Fees.

Audit-Related Fees consist of assurance and related services performed by the independent auditor that are reasonably related to the performance of the audit or review of financial statements and may include, among others, employee benefit plan audits, due diligence related to mergers and acquisitions, internal control reviews and consultation regarding financial accounting and reporting standards.

(3) Tax Fees.

Tax Fees consist of services performed by the independent auditor for tax compliance, tax planning and tax advice.

(4) All Other Fees.

There were no fees billed or services rendered by Deloitte & Touche during fiscal years 2019 and 2020 other than those described above.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services to be provided by the independent auditors.

These services include audit services, audit-related services, tax services and other services.

Pre-approval is detailed as to the particular service or category of service and is subject to a specific budget.

The Audit Committee requires the independent auditors and management to report at Audit Committee meetings throughout the year on the actual fees charged for each category of service.

During the year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the original pre-approval.

In those instances the Audit Committee requires specific pre-approval before engagement.

The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee for those instances when pre-approval is needed prior to a scheduled Audit Committee meeting.

The Chairman of the Audit Committee must report on such pre-approvals at the next scheduled Audit Committee meeting.

Exhibits, Financial Statement Schedules

The information contained in the Proxy Statement under the captions "Governance of the Company - Determination of Independence of Directors," "Board of Directors - Independence," "Board of Directors - Compensation of Directors," and "Related Party Transactions" is incorporated herein by reference.

Principal Accountant Fees and Services

The information contained in the Proxy Statement under the captions "Audit Matters - Policy for Pre-Approval of Audit and Non-Audit Services" and "Audit Matters - Audit and Non-Audit Fees" is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

The following consolidated financial statements of Old Holdco, Inc.

(formerly Pyxus International, Inc.) and Subsidiaries are filed as part of this report under Item 8.

The following consolidated financial statements of Pyxus International, Inc.

and Subsidiaries are filed as part of this report under Item 8.

Financial Statements and Supplementary Data:

7 unchanged sentences

All other financial statement schedules are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

(b) The following documents are filed as exhibits to this report pursuant to Item 601 of Regulation S-K:

The following documents are filed as exhibits to this report pursuant to Item 601 of Regulation S-K:

Order dated August 24, 2020 issued by the United States Bankruptcy Court for the District of Delaware in the case captioned In re Pyxus International, Inc., et al.

20-11570 (LLS)), incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed August 24, 2020 (SEC File No.

20-11570 (LLS)), incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of Old Holdco, Inc.

filed on August 24, 2020 (SEC File No.

Amended Joint Prepackaged Chapter 11 Plan of Reorganization filed by the Debtors in the case before the United States Bankruptcy Court for the District of Delaware captioned In re Pyxus International, Inc., et al.

20-11570 (LLS)), incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed August 24, 2020 (SEC File No.

Amended and Restated Articles of Incorporation, as amended (filed herewith).

Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed February 24, 2020 (SEC File No.

Specimen of Common Stock certificate, incorporated by reference to Exhibit 4.01 of the Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed November 7, 2018 (SEC File No.

Indenture dated as of August 1, 2013 among Alliance One International, Inc., Law Debenture Trust Company of New York, as trustee, Law Debenture Trust Company of New York, as collateral trustee, and Deutsche Bank Trust Company Americas, as registrar and paying agent, relating to 9.875% Senior Secured Second Lien Notes due 2021, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August 1, 2013 of the Company (SEC File No.

Indenture dated as of October 14, 2016 among Alliance One International, Inc., Alliance One Specialty Products, LLC, as initial guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, collateral agent, registrar and paying agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 14, 2016 of the Company (SEC File No.

20-11570 (LLS)), incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K of Old Holdco, Inc.

filed on August 24, 2020 (SEC File No.

Amended and Restated Articles of Incorporation of Pyxus International, Inc., incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (File No.

Amended and Restated Bylaws of Pyxus International, Inc., incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (File No.

Indenture dated as of August 24, 2020 among Pyxus Holdings, Inc., the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee, collateral agent, registrar and paying agent, relating to 10.000% Senior Secured First Lien Notes Due 2024, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (File No.

Shareholders Agreement dated as of August 24, 2020 among Pyxus International, Inc.

and the Investors (as defined therein), incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8‑K12G3 filed on August 24, 2020 (File No.

First Amendment to Shareholders Agreement dated as of September 14, 2020 among Pyxus International, Inc., Glendon Capital Management LP on behalf of its Affiliates that hold common shares of Pyxus International, Inc., and Monarch Alternative Capital LP, on behalf of its Affiliates that hold common shares of Pyxus International, Inc., incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on September 14, 2020 (File No.

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (filed herewith).

Amended and Restated Receivables Purchase Agreement dated as of March 30, 2012 among Alliance One International, Inc., Finacity Receivables 2006-2, LLC and Finacity Corporation, incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended March 31, 2012, filed June 13, 2012 (SEC File No.

Second Amended and Restated Receivables Purchase Agreement dated as of March 30, 2012 among Alliance One International AG, Finacity Receivables 2006-2, LLC and Finacity Corporation, incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended March 31, 2012, filed June 13, 2012 (SEC File No.

Second Amended and Restated Receivables Sale Agreement dated as of March 30, 2012 among Finacity Receivables 2006-2, LLC, Finacity Corporation, Alliance One International AG, Norddeutsche Landesbank Girozentrale, Standard Chartered Bank, the other Purchaser Agents from time to time party thereto, the Bank Purchasers from time to time party thereto, Hannover Funding Company LLC, and the other Conduit Purchasers from time to time party thereto, incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended March 31, 2012, filed June 13, 2012 (SEC File No.

Amended and Restated Alliance One International, Inc.

2007 Incentive Plan, incorporated by reference to Appendix A to the definitive proxy statement of the Company filed on July 11, 2011 (SEC File No.

Exit ABL Credit Agreement dated as of August 24, 2020 among Pyxus Holdings, Inc., as Borrower, the Parent Guarantors party thereto, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (File No.

Exit Term Loan Credit Agreement dated as of August 24, 2020 among Pyxus Holdings, Inc., as Borrower, the Parent Guarantors party thereto, the Lenders party thereto, and Alter Domus (US) LLC, as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (File No.

Second Amendment and Restatement Agreement dated August 24, 2020 among Alliance One Tobacco (Kenya) Limited, Alliance One Tobacco (Malawi) Limited, Alliance One Tobacco (Tanzania) Limited, Alliance One Tobacco (Uganda) Limited and Alliance One Zambia Limited, as Borrowers, Alliance One International Holdings, Ltd., as Original Guarantor, Pyxus International, Inc., Pyxus Parent, Inc.

and Pyxus Holdings, Inc., as Parent Guarantors, Eastern and Southern African Trade and Development Bank, as Mandated Lead Arranger, Eastern and Southern African Trade and Development Bank, as Original Lender, Eastern and Southern African Trade and Development Bank, as Agent, and Eastern and Southern African Trade and Development Bank, as Security Agent, incorporated by reference to Exhibit 10.03 to the registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed on November 13, 2020 (File No.

First Amendment and Waiver Letter dated as of December 30, 2020 between Eastern and Southern African Trade and Development Bank, as Agent, and Pyxus International, Inc., as Obligors’ Agent, incorporated by reference to Exhibit 10.02 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2020, filed on February 9, 2021 (File No.

for the year ended March 31, 2012, filed on June 13, 2012 (SEC File No.

Pyxus International, Inc.

Amended and Restated 2016 Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed by Pyxus International, Inc.

on July 15, 2019 (SEC File No.

001-13684)).*

Form of Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2010, filed February 4, 2011 (SEC File No.

Form of Restricted Stock Unit Agreement (Supplemental Award), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2010, filed February 4, 2011 (SEC File No.

Form of Performance-based Stock Unit Award Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2010, filed February 4, 2011 (SEC File No.

Form of Non-Qualified Stock Option Award Agreement incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed on March 28, 2011 (SEC File No 001-13684).*

DIMON Incorporated 2003 Incentive Plan, incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K for the year ended March 31, 2004, filed June 10, 2004 (SEC File No.

Alliance One International, Inc.

Pension Equity Plan (amended and restated effective January 1, 2009), incorporated by reference to Exhibit 10.04 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008, filed February 17, 2009 (SEC File No.

2020 Incentive Plan, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 20, 2020 (File No.

Form of Restricted Stock Unit Agreement (filed herewith).

Form of Performance-based Stock Unit Award Agreement (filed herewith).

Alliance One International, Inc.

Supplemental Retirement Account Plan (amended and restated as of January 1, 2009), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008, filed February 17, 2009 (SEC File No.

Supplemental Retirement Account Plan (amended and restated as of January 1, 2009), incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Old Holdco, Inc.

for the period ended December 31, 2008, filed on February 17, 2009 (SEC File No.

Executive Employment Agreement dated as of March 1, 2013 between Alliance One International, Inc.

Pieter Sikkel, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed February 7, 2013 (SEC File No.

Pieter Sikkel, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Old Holdco, Inc.

filed on February 7, 2013 (SEC File No.

Form of Indemnification Agreement entered into by Pyxus International, Inc.

on August 24, 2020 with each of Patrick Fallon and Holly Kim, incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (File No.

Form of Indemnification Agreement entered into by Pyxus International, Inc.

on November 18, 2020 with each of Robert George, Carl Hausmann, Cynthia Moehring, J.

Pieter Sikkel and Richard Topping, incorporated by reference to Exhibit 10.01 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2020, filed on February 9, 2021 (File No.

Summary of executive officer compensation arrangements (filed herewith).

List of subsidiaries (filed herewith).

Consent of Deloitte & Touche LLP (filed herewith).

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

1 unchanged sentence

Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).††

101 The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2020, formatted in XBRL:

(i) Consolidated Statements of Operations for the three years ended March 31, 2020, 2019 and 2018;

(ii) Consolidated Statements of Comprehensive (Loss) Income for the three years ended March 31, 2020, 2019 and 2018;

(iii) Consolidated Balance Sheets as of March 31, 2020 and 2019;

(iv) Consolidated Statements of Stockholders' Equity for the three years ended March 31, 2020, 2019 and 2018;

(v) Consolidated Statements of Cash Flows for the three years ended March 31, 2020, 2019 and 2018;

(vi) Notes to Consolidated Financial Statements;

and (vii) Schedule II - Valuation and Qualifying Accounts (submitted herewith)

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

101.SCH Inline XBRL Taxonomy Extension Schema (filed herewith).

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith).

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith).

101.LAB Inline XBRL Taxonomy Extension Label Linkbase (filed herewith).

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101.*).

† Indicates management compensatory plan, contract or arrangement.

3 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 24, 2020.

OLD HOLDCO, INC.

The Company has chosen not to include an optional summary of the information required by this Form 10-K.

For a reference to information in the Form 10-K, investors should refer to the Table of Contents to this Form 10-K.

PYXUS INTERNATIONAL, INC.

Pieter Sikkel

1 unchanged sentence

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on August 24, 2020.

Pieter Sikkel /s/ Donna H.

Pieter Sikkel /s/ Carl Hausmann

Pieter Sikkel

President and Chief Executive Officer and Director

(Principal Executive Officer) Donna H.

Thomas /s/ Nigel G.

(Principal Executive Officer) Carl Hausmann

Thomas /s/ Holly Kim

Executive Vice President and Chief Financial Officer

(Principal Financial Officer) Nigel G.

(Principal Financial Officer) Holly Kim

/s/ Philip C.

Garofolo /s/ Mark W.

Vice President - Controller

(Principal Accounting Officer) Mark W.

/s/ Jeffrey A.

Eckmann /s/ John D.

Director John D.

Fitzpatrick /s/ Nathan A.

Director Nathan A.

Richard Green, Jr.

/s/ Martin R.

Richard Green Jr.

Director Martin R.

Garofolo /s/ Cynthia Moehring

Vice President - Controller and Chief Accounting Officer

(Principal Accounting Officer) Cynthia Moehring

/s/ Patrick Fallon /s/ Richard Topping

Patrick Fallon

Director Richard Topping

/s/ Robert George

Robert George

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures