UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2023

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UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

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Virginia		001-00652	54-0414210
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
9201 Forest Hill Avenue,	Richmond,	Virginia	23235
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code

(804) 359-9311

Not applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbols	Name of Exchange on which registered
Common Stock, no par value	UVV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2023, the Board of Directors (the “Board”) of Universal Corporation (the “Company”) increased the size of the Board to nine members and appointed Arthur J. Schick, Jr. to serve as a new director of the Company, both effective April 1, 2023. The Board has determined that Mr. Schick qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards and the Company’s Corporate Governance Guidelines. The Board anticipates naming Mr. Schick to serve on one or more committees of the Board in the future.

Mr. Schick, 66, is a 35-year veteran of PepsiCo, Inc. (“PepsiCo”), a $79 billion global leader and publicly traded food and beverage company. Mr. Schick served as Vice President of Proprietary Flavors within the Beverage Concentrate Division of PepsiCo from 2003 to 2020. During his tenure at PepsiCo, Mr. Schick also held a variety of leadership positions, including Senior Director, Procurement in the Beverage Concentrate Division from 2000 to 2003 and Director, Global Procurement from 1994 to 2000. Prior to joining PepsiCo in 1985, Mr. Schick served in the Research & Development Division of The Proctor & Gamble Company for seven years. Mr. Schick also served from 2003 to 2015 as a contributing board member for the Flavor Extract Manufacturers Association (“FEMA”), the premier national association of the U.S. flavor industry, serving as FEMA’s President in 2013. Mr. Schick currently serves as President of Alpha Sierra Global, LLC, a sole proprietorship consulting company that he founded in 2020. Mr. Schick holds a B.S. in chemical engineering from New Jersey Institute of Technology, and an MBA in Finance from Xavier University in Ohio.

Mr. Schick’s compensation will be consistent with the compensation policies applicable to the Company’s other non-employee directors. There are no arrangements or understandings between Mr. Schick and any other person pursuant to which he was selected as director, and there are no transactions between Mr. Schick and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release on February 1, 2023, announcing the appointment of Mr. Schick, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

8.01. Other Events

On February 8, 2023, the Company issued a press release announcing a quarterly dividend for the Company’s common stock. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	No.	Description
	99.1	Press release dated February 1, 2023, announcing appointment of Arthur J. Schick, Jr. to Board of Directors.*
	99.2	Press release dated February 1, 2023, announcing quarterly dividend. *
	101	Interactive Data File (submitted electronically herewith).*
		101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		UNIVERSAL CORPORATION
		(Registrant)
Date:	February 8, 2023	By:	/s/ Preston D. Wigner
			Preston D. Wigner
			Vice President, General Counsel, and Secretary

Exhibit Index

Exhibit
Number	Document
99.1	Press release dated February 1, 2023, announcing appointment of Arthur J. Schick, Jr. to Board of Directors.*
99.2	Press release dated February 1, 2023, announcing quarterly dividend.*
101	Interactive Data File (submitted electronically herewith).*
	101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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*Filed herewith

Document

Exhibit 99.1

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

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

CONTACT:	Candace C. Formacek	RELEASE:	4:16 p.m. ET
	Phone: (804) 359-9311
	Fax: (804) 254-3584
	Email: investor@universalleaf.com

Universal Corporation Appoints Arthur J. Schick, Jr. to Board of Directors

Richmond, VA February 1, 2023 / PRNEWSWIRE

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Universal Corporation (NYSE: UVV) today announced the appointment of Arthur J. Schick, Jr., retired Vice President of Proprietary Flavors within the Beverage Concentrate Division of PepsiCo, Inc., to the Company’s Board of Directors. Mr. Schick’s appointment is effective April 1, 2023, at which time the Board will expand to nine directors, eight of whom are independent.

“We are thrilled to welcome Art Schick to our Board of Directors,” said George C. Freeman, III, Chairman, President and Chief Executive Officer of Universal Corporation. “Art is an experienced, well-respected global consumer products executive with in-depth knowledge of the food and beverage industry, and he has deep-rooted expertise and knowledge of the ingredients industry from the top down. He brings tremendous value to Universal, with over four decades of experience in ingredients, strategic supplier development, procurement, operations, international supply chain management, and product research and development. As we continue to grow our plant-based ingredients business, his breadth of experience in the ingredients and value-added supplier space represents a terrific and invaluable addition to our Board. Art’s appointment demonstrates Universal’s continued commitment to the success and future growth of our ingredients platform, and we look forward to benefiting from his strategic insights and perspective.”

Mr. Schick is a 35-year veteran of PepsiCo, Inc., a $79 billion global leader and publicly traded food and beverage company. While at PepsiCo, he served his last 17 years as the Vice President of Proprietary Flavors within the Beverage Concentrate Division. In that role, Mr. Schick led PepsiCo’s organization that manufactured all proprietary flavors for the company’s global beverage brands, and led the global sourcing strategies and supply chain management for the organization. Mr. Schick also spent over a decade as a contributing board member for the Flavor Extract Manufacturers Association (“FEMA”), the premier national association of the U.S. flavor industry, serving as FEMA’s President in

FEMA supports the industry in flavor ingredient safety and in regulatory and legislative guidance and advocacy. It is comprised of flavor manufacturers, flavor users, flavor ingredient suppliers, and others with an interest in the U.S. flavor industry. Mr. Schick currently serves as President of Alpha Sierra Global, LLC, a company providing strategic and operational consulting to companies focused on consumer products, flavor compounding and ingredients. Throughout his distinguished career, Mr. Schick has a proven track record of delivering high-level operating performance across global manufacturing sites and demonstrating expertise in international supplier development and supply chain management.

“When presented with the opportunity to serve on Universal’s Board of Directors, I was impressed with the Company’s long and successful history in international tobacco operations and I was excited about the tremendous upside potential for the Company as it expands its plant-based ingredients platform,” said Mr. Schick. “Universal already has a strong foundation and sustainable strategy to position itself as a leader in the ingredients space. I look forward to working with my fellow directors and the Company’s management team as Universal charts its course for a bright future.”

Universal Corporation (NYSE: UVV), headquartered in Richmond, Virginia, is a global business-to-business agri-products supplier to consumer product manufacturers, operating in over 30 countries on five continents. We strive to be the supplier of choice for our customers by leveraging our farmer base, our commitment to a sustainable supply chain, and our ability to provide high-quality, customized, traceable, value-added agri-products essential for our customers’ requirements. We find innovative solutions to serve our customers and have been meeting their agri-product needs for more than 100 years. Our principal focus since our founding in 1918 has been tobacco, and we are the leading global leaf tobacco supplier. Through our plant-based ingredients platform, we provide a variety of value-added manufacturing processes to produce high-quality, specialty vegetable- and fruit-based ingredients as well as botanical extracts and flavorings for the food and beverage end markets. For more information, visit www.universalcorp.com.

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Document

Exhibit 99.2

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

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

CONTACT:	Candace C. Formacek	RELEASE:	4:15 p.m. ET
	Phone: (804) 359-9311
	Fax: (804) 254-3584
	Email: investor@universalleaf.com

Universal Corporation Announces Quarterly Dividend

Richmond, VA February 8, 2023 / PRNEWSWIRE

George C. Freeman, III, Chairman, President, and Chief Executive Officer of Universal Corporation (NYSE:UVV), announced today that the Company's Board of Directors declared a quarterly dividend of seventy-nine cents ($0.79) per share on the common shares of the Company, payable May 1, 2023, to common shareholders of record at the close of business on April 10, 2023.