What changed in this filing

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Item 9A. Controls and Procedures

2024-05-29 compared with 2023-05-25 · 27 added, 33 removed, 178 unchanged (25% of the section changed)

19 unchanged sentences

Other Information

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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He has been employed with the Company since July 1993.

Broome (69) Executive Vice President and Sales Director, Universal Leaf Tobacco Company, Inc.

Broome was elected Executive Vice President and Sales Director, Universal Leaf, in October 2012.

From April 2011 through October 2012, Mr.

Broome served as Executive Vice President.

From September 1998 through March 2011, Mr.

Broome served as Senior Vice President-Sales.

He has been employed with the Company since 1994.

Wigner (54) Vice President, General Counsel and Secretary Mr.

Wigner was elected Vice President in August 2007, and General Counsel and Secretary in November 2005 and also served as Chief Compliance Officer from November 2007 until September 2012.

Wigner (55) Senior Vice President Mr.

Wigner was elected Senior Vice President effective April 2024.

He served as Vice President since August 2007, and General Counsel and Secretary since November 2005.

He also served as Chief Compliance Officer from November 2007 until September 2012.

Wigner served as Senior Counsel of Universal Leaf from November 2004 until November 2005.

He has been employed with the Company since 2003.

Claiborne (62) Vice President and Assistant Secretary Mrs.

Claiborne was elected Vice President and Assistant Secretary effective February 2018.

She served as Assistant Secretary from 2001 to February 2018.

Claiborne (63) Vice President, General Counsel and Secretary Mrs.

Claiborne was elected as General Counsel and Secretary effective April 2024.

She has served as Vice President and Assistant Secretary since February 2018.

From October 2004 to February 2018, Mrs.

6 unchanged sentences

O’Keefe was employed by Allen Flavors since July 2018, having served as their Chief Operating Officer, Americas from December 2018 until March 2020.

Formacek (63) Vice President and Treasurer Ms.

Formacek was elected Vice President and Treasurer effective April 2012.

Formacek served as Treasurer of Universal Leaf from April 2011 through March 2012.

She joined the Company in September 2009 and served as Assistant Treasurer of Universal Leaf from that time through March 2011.

Bleicher (47) Vice President and Controller Mr.

1 unchanged sentence

Bleicher joined the Company in August 2014 and served as Assistant Controller through May 2019.

Starke (48) Senior Vice President Mr.

Starke was elected Senior Vice President and Sales Director effective July 2023.

He has served as Senior Vice President since 2017, as Vice President from January 2012 until February 2017, and Assistant Vice President from October 2007 until January 2012.

Starke joined the Company in 1999.

Diel (52) Vice President, Business Development Mr.

Diel was elected Vice President, Business Development in May 2018.

Diel joined the Company in May 2018.

There are no family relationships between any of the above officers.

The Company has a Code of Conduct that includes the NYSE requirements for a “Code of Business Conduct and Ethics” and the SEC requirements for a “Code of Ethics for Senior Financial Officers.” The Code of Conduct is applicable to all officers, employees, and outside directors of the Company, including the principal executive officer, principal financial officer, and principal accounting officer.

A copy of the Code of Conduct is available through the “Corporate Governance-Overview” section of the Company’s website at www.universalcorp.com.

A copy of the Code of Conduct is available through the “Investors-Governance” section of the Company’s website at www.universalcorp.com.

If the Company amends a provision of the Code of Conduct, or grants a waiver from any such provision to a director or executive officer, the Company will disclose such amendments and the details of such waivers on the Company’s website www.universalcorp.com to the extent required by the SEC or the NYSE.

The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Corporate Governance and Committees—Committees of the Board—Compensation Committee,” “Corporate Governance and Committees—Committees of the Board—Audit Committee” of the Company’s 2023 Proxy Statement and such information is incorporated by reference herein.

Other than the matters set forth above, the information required by Item 401 of Regulation S-K is contained under the caption “Proposal One - Election of Directors” of the Company’s 2024 Proxy Statement and such information is incorporated by reference herein.

The information required by Item 405 of Regulation S-K is contained under the caption “Stock Ownership—Delinquent Section 16(a) Reports” of the Company’s 2024 Proxy Statement and such information is incorporated herein.

The information required by Item 406, Items 407(c)(3), (d)(4) and (d)(5), and Item 408(b) of Regulation S-K is contained under the captions “Corporate Governance and Committees—Committees of the Board—Nominating and Corporate Governance Committee,” “Corporate Governance and Committees—Committees of the Board—Audit Committee” of the Company’s 2024 Proxy Statement and such information is incorporated by reference herein.

The information required by Item 408(b) of Regulation S-K is contained under the caption “Corporate Governance and Committees—Insider Trading Policy” of the Company’s 2024 Proxy Statement and such information is incorporated by reference herein.

Executive Compensation

Refer to the captions “Executive Compensation” and “Directors’ Compensation” in the Company’s 2023 Proxy Statement, which information is incorporated herein by reference.

Refer to the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Report of the Compensation Committee,” “Compensation Committee Interlocks and Inside Participation” and “Directors’ Compensation” in the Company’s 2024 Proxy Statement, which information is incorporated herein by reference.

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

4 unchanged sentences

Principal Accounting Fees and Services

Refer to the captions “Audit Information – Fees of Independent Auditors” and “Audit Information – Pre-Approval Policies and Procedures” in the Company’s 2023 Proxy Statement, which information is incorporated herein by reference.

Refer to the captions “Audit Information – Fees of Independent Registered Public Accounting Firm” and “Audit Information – Pre-Approval Policies and Procedures” in the Company’s 2024 Proxy Statement, which information is incorporated herein by reference.

Exhibits, Financial Statement Schedules

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Allowance for doubtful accounts (deducted from accounts receivable) $ 1,252 $ 1,004 $ — $ ( 468 ) $ 1,788

$ 2,394 $ 304 $ — $ ( 1,446 ) $ 1,252

Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets) 17,817 5,988 — ( 4,833 ) 18,972

16,428 5,534 — ( 4,145 ) 17,817

Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets) 19,169 895 — 1,271 21,335

18,778 799 — ( 408 ) 19,169

Fiscal Year Ended March 31, 2023:

Allowance for doubtful accounts (deducted from accounts receivable) $ 1,788 $ 221 $ — $ ( 397 ) $ 1,612

$ 1,252 $ 1,004 $ — $ ( 468 ) $ 1,788

Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets) 18,972 10,584 — ( 5,169 ) 24,387

17,817 5,988 — ( 4,833 ) 18,972

Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets) 21,335 376 — ( 75 ) 21,636

19,169 895 — 1,271 21,335

Fiscal Year Ended March 31, 2024:

Allowance for doubtful accounts (deducted from accounts receivable) $ 1,612 $ 1,608 $ — $ ( 484 ) $ 2,736

$ 1,788 $ 221 $ — $ ( 397 ) $ 1,612

Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets) 24,387 14,090 — ( 18,834 ) 19,643

18,972 10,584 — ( 5,169 ) 24,387

Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets) 21,636 ( 276 ) — 15 21,375

21,335 376 — ( 75 ) 21,636

(1) Includes direct write-offs of assets and currency remeasurement.

1 unchanged sentence

3.1 Amended and Restated Articles of Incorporation, effective August 9, 2011 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K Registration Statement filed August 9, 2011, File No.

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.

3.2 Amended and Restated Bylaws, effective November 1,2023 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated November 2, 2023, File No.

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.

17 unchanged sentences

10.15† Universal Corporation 2017 Stock Incentive Plan (incorporated herein by reference to the Registrant's definitive proxy statement filed June 26, 2017 (File No.

10.16† Universal Corporation 2023 Stock Incentive Plan (incorporated herein by reference to the Registrant's definitive proxy statement filed June 23, 2023 (File No.

10.17† Form of Universal Corporation 2010 Restricted Stock Units Agreement with Schedule of Awards to named executive officers (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, File No.

3 unchanged sentences

10.21† Form of Universal Corporation Performance Share Award Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2011, File No.

10.21 Stock Purchase Agreement, dated as of November 20, 2019, by and among Universal Corporation, FruitSmart, Inc., the Sellers named therein and James P.

Early, as the Sellers’ Representative (incorporated herein by reference to the Registrant’s Current Report on Form 8-K, filed November 20, 2019, File No.

10.22 Purchase Agreement, dated as of September 8, 2020, by and among Universal Corporation, Silva International, Inc., the Sellers named therein, Torsten Steinhaus, the Representative (incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed September 8, 2020, File No.

10.22† Executive change in control severance policy (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No.

3 unchanged sentences

10.26 Credit Agreement dated December 15, 2022 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents and First Horizon, KeyBank National Association and Citibank, N.A., as Co-Documentation Agents (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated December 16, 2022, File No.

19.1 Universal Corporation Insider Trading Policy and Procedures*

21 Subsidiaries of the Registrant.*

6 unchanged sentences

Section 1350.*

97.1 Universal Corporation Dodd-Frank Clawback Policy*

101 Interactive Data Files (submitted electronically herewith)*

3 unchanged sentences

* Filed herewith.

† Management contract or compensatory plan or arrangement.

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

30 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.

What changed 10-K

Item 9A. Controls and Procedures