OTHER INFORMATION
−Removed: During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) ado p ted or terminated a Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended), except as follows:
−Removed: On May 30, 2024 , George C.
−Removed: Freeman, III , our President and Chief Executive Officer and Chairman of the Board , adopted a Rule 10b5-1 trading agreement, which is intended to satisfy the affirmative defense of Rule 10b5-1(c).
−Removed: The Rule 10b5-1 trading agreement provides for sales of up to 30,000 shares of our common stock commencing on August 30,2024, until May 30,2025, or once all of the shares have been sold.
−Removed: Actual sales transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.
+Added: Amendments to Bylaws.
+Added: On April 17, 2025, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), which changes were effective as of April 17, 2025.
+Added: The Bylaws were amended to update the names of certain Board committees to reflect their current names.
+Added: The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is included as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) ado p ted or terminated a Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
+Added: 3.1 Amended and Restated Bylaws of Universal Corporation, effective as of April 17, 2025.*
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
11 unchanged sentences
UNIVERSAL CORPORATION
−Removed: August 7, 2024 /s/ Johan C.
+Added: April 21, 2025 /s/ Johan C.
Kroner, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
−Removed: August 7, 2024 /s/ Scott J.
+Added: April 21, 2025 /s/ Scott J.
Bleicher, Vice President and Controller
1 unchanged sentence
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.