10 unchanged sentences
As required by Exchange Act Rule 13a-15(c), the Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of management, assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2022.
−Removed: The evaluation was based on the criteria set forth in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“the COSO criteria”).
−Removed: We have excluded Silva International, Inc.
−Removed: (Silva), our wholly-owned subsidiary which is included in our Consolidated Financial Statements, from our assessment of internal control over financial reporting as of March 31, 2021.
−Removed: Silva represented $199.6 million (8.5%) of consolidated total assets as of March 31, 2021 and $60.5 million (3.1%) of consolidated sales and other operating revenues for the fiscal year then ended.
+Added: The evaluation was based on the criteria set forth in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: We have excluded Shank's, our wholly-owned subsidiary which is included in our Consolidated Financial Statements, from our assessment of internal control over financial reporting as of March 31, 2022.
+Added: Shank's represented $122.4 million (4.7%) of consolidated total assets as of March 31, 2022 and $31.6 million (1.5%) of consolidated sales and other operating revenues for the fiscal year then ended.
Based on this assessment, the Company’s management concluded that the Company’s internal control over financial reporting was effective at the reasonable assurance level as of March 31, 2022.
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Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers, and Corporate Governance
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Refer to the caption “Stock Ownership” in the Company’s 2021 Proxy Statement, which information is incorporated herein by reference.
+Added: Refer to the caption “Stock Ownership” and "Equity Compensation Information" in the Company’s 2022 Proxy Statement, which information is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
12 unchanged sentences
Notes to Consolidated Financial Statements for the Fiscal Years Ended March 31, 2022, 2021, and 2020
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting
+Added: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42 )
+Added: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting (PCAOB ID 42 )
Financial Statement Schedules .
39 unchanged sentences
3.2 Amended and Restated Bylaws (as of April 9, 2019) (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated April 12, 2019, File No.
−Removed: 4.1 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.*
+Added: 4.1 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, File No.
4.2 Indenture between the Registrant and Chemical Bank, as trustee (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated February 25, 1991, File No.
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10.8 Revised Form of Universal Corporation Non-Employee Director Restricted Stock Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated June 9, 2010, File No.
−Removed: 10.9 Form Change of Control Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed November 10, 2008, File No.
10.9 Universal Corporation Director’s Charitable Award Program (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998, File No.
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1 to the Credit Agreement, dated as of December 17, 2020, among Universal Corporation, as borrower, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents and Keybank National Association and Capital One National Association as Co-Documentation Agents (incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed December 18, 2020, File No.
+Added: 10.26 Form of Universal Corporation 2021 Performance Stock Units Award Agreement (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No.
+Added: 10.27 Form of Universal Corporation 2021 Restricted Stock Units Award Agreement (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No.
+Added: 10.28 Purchase Agreement dated as of September 6, 2021, by and among Shank's Extracts, Inc., the stockholder named therein, Rolling Rock Transit Company and Universal Corporation (incorporated herein by reference to the Registrant's Current Report on form 8-k filed September 7, 2021.
21 Subsidiaries of the Registrant.*
41 unchanged sentences
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.