Universal Corp 8-K, filed Jul 11, 2025
Universal Corp (UVV)
About this 8-K
Universal Corp filed this 8-K on July 11, 2025, reporting on events of July 9, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip code) | |||||
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| 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 Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 July 9, 2025, Johan C. Kroner notified Universal Corporation (the “Company”) of his intention to retire as Senior Vice President and Chief Financial Officer of the Company, effective on July 1, 2026.
The Company is working to identify a successor for the position with the assistance of a global executive search firm. To support a smooth transition of leadership, Mr. Kroner will continue as Chief Financial Officer until a successor is appointed and will remain with the Company as a Senior Vice President until the effective date of his retirement.
In recognition of Mr. Kroner’s commitment to remain with the Company to support a smooth transition of leadership, the Compensation and Human Resources Committee of the Board granted Mr. Kroner a special award of 11,025 restricted stock units (“RSUs”) under the Company’s shareholder-approved 2023 Stock Incentive Plan (equal to approximately $600,000). The RSUs will vest on the effective date of Mr. Kroner’s retirement. Consistent with the restricted stock units granted in connection with the fiscal year 2025 long-term equity incentive awards, the number of RSUs is based on the volume-weighted average price of the Company’s shares from March 1, 2025 to April 30, 2025, and the RSUs earn dividend equivalent units during the vesting period and only vest when the underlying RSU award vests. Other than the vesting as described above, vesting of the RSUs (and the earned dividend equivalent units) is consistent with the terms of Mr. Kroner’s annual long-term incentive equity awards, except that the RSUs are forfeitable if Mr. Kroner’s employment with the Company is terminated prior to the vesting date.
The foregoing description of the RSUs does not purport to be complete and is qualified in its entirety by reference to the Restricted Stock Units Award Agreement, dated as of July 11, 2025, between the Company and Mr. Kroner, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On July 11, 2025, the Company issued a press release announcing Mr. Kroner’s retirement. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Restricted Stock Units Award Agreement, dated July 11, 2025, between Universal Corporation and Johan C. Kroner. | |
| 99.1 | Press Release, dated July 11, 2025, furnished by Universal Corporation. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNIVERSAL CORPORATION | ||||||
| Date: July 11, 2025 | By: | /s/ Catherine H. Claiborne | ||||
| Catherine H. Claiborne | ||||||
| Vice President, General Counsel, and Secretary | ||||||
Exhibit 10.1
UNIVERSAL CORPORATION
Restricted Stock Units Award Agreement
THIS RESTRICTED STOCK UNITS AWARD AGREEMENT, effective as of the 11th day of July, 2025, between Universal Corporation, a Virginia corporation (the “Company”), and Johan C. Kroner (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2023 Stock Incentive Plan and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference. All terms used herein that are defined in the Plan shall have the same meanings given them in the Plan.
1. Award of Restricted Stock Units. Pursuant to the Plan, the Company on July 11, 2025 (the “Award Date”), granted to Participant 11,025 restricted stock units (the “Restricted Stock Units”) subject to the terms and conditions of the Plan and subject further to the restrictions, terms and conditions herein set forth.
2. Terms and Conditions. The award of Restricted Stock Units hereunder is subject to the following terms and conditions:
(a) Vesting. This award of Restricted Stock Units shall become vested and payable (“Vested”) on July 1, 2026 (the “Vesting Date”), subject to the Participant’s continued employment with the Company and its Affiliates through the Vesting Date, except as otherwise provided by this Agreement.
Only a whole number of Restricted Stock Units shall become vested as of the Vesting Date. If the number of Restricted Stock Units determined as of the Vesting Date is a fractional number, the number vesting shall be rounded down to the nearest whole number.
(b) Payment. Payment for Participant’s Restricted Stock Units (“Payment”) shall be made at or as soon as administratively practicable (but in any event within 30 days) following the time the Restricted Stock Unit becomes Vested. On Payment, the Company shall issue one share of Common Stock to the Participant for each Restricted Stock Unit that is to be paid.
(c) Dividend Equivalent Rights. Restricted Stock Units do not provide the Participant with the rights of a shareholder of Common Stock. However, the Participant shall accumulate dividend equivalent rights on all Restricted Stock Units in an amount equal to the dividends paid with respect to a share of Common Stock on each date prior to Payment that a dividend is paid on the Company’s Common Stock. The dividend equivalent rights shall be converted into additional Restricted Stock Units based on the Fair Market Value of a share of Common Stock on the date the dividend is paid, shall be subject to the same terms and conditions (including vesting terms) as the corresponding Restricted Stock Units and shall accumulate and be paid in additional shares of Common Stock if and when Payment for the corresponding Restricted Stock Units is made.
(d) Tax Withholding. The Company has the right to withhold from any Payment shares having an aggregate fair market value (determined by the Company for tax withholding purposes) on the date of the Payment equal to the amount of taxes required to be withheld or otherwise deducted and paid with respect to such issuance.
(e) Change of Control. For purposes of this Agreement, a Change of Control shall mean:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of item (iii) of this subsection 2(e); or
(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit
2
plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
3. Death or Disability. The Restricted Stock Units not yet Vested shall become Vested in the event that Participant dies or becomes Disabled while employed by the Company or an Affiliate.
4. Forfeiture. All Restricted Stock Units that are not then Vested shall be forfeited if Participant’s employment with the Company or an Affiliate terminates except as provided in Section 3 above or Section 7 below.
5. Reserved.
6. Disability or Disabled. Disability or Disabled shall have the meaning of “disability” set forth in the Plan.
7. Change of Control. Notwithstanding any other provision of this Agreement to the contrary, all unvested Restricted Stock Units not previously forfeited shall become Vested and shall be immediately paid, in the event of (a) a Change of Control and (b) following such Change of Control, but prior to vesting, the Participant’s employment is terminated other than for Cause or the Participant terminates employment for Good Reason (with “Cause” and “Good Reason” given the meaning assigned such terms in the Company’s Change in Control Severance Policy, as it may be amended from time to time).
8. Change in Capital Structure. The number of Restricted Stock Units covered by this Agreement shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Common Stock), a stock split-up or any other increase or decrease in the number of such shares effected without receipt of cash or property or labor or services by the Company. The Company may in its discretion in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations, cause these Restricted Stock Units to terminate and be immediately paid in the event of a liquidation or dissolution of the Company taxed in accordance with Section 331 of the Code or approved by a bankruptcy court.
In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan.
3
The award of these Restricted Stock Units pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.
9. Recoupment. If the Committee determines, in its sole discretion, that a Participant at any time has willfully engaged in any activity that the Committee determines was or is harmful to the Company, then the Committee may cause any unvested Restricted Stock Units to be forfeited in part or in whole. In the event of a material restatement of financial statements, the Committee may cause any unvested Restricted Stock Units to be forfeited or the Company may seek a recoupment of payments made pursuant to this Agreement. In addition, the Committee may cause any unvested Restricted Stock Units to be forfeited or the Company may seek a recoupment of payments made under this Agreement in the event of the Participant’s ethical misconduct. In addition, this Award shall be subject to the Universal Corporation Dodd-Frank Clawback Policy, effective as of October 2, 2023, and any other any recoupment policy the Company may adopt or any other applicable law.
10. Fractional Shares. Fractional shares of Common Stock shall not be issuable hereunder upon Payment, and when any provision hereof may entitle the Participant to a fractional share, such fraction shall be disregarded.
11. No Right to Continued Employment. This Agreement does not confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate Participant’s employment at any time.
12. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia.
13. Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.
14. Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.
15. Binding Effect. Subject to the limitations stated herein and, in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of Participant and the successors of the Company.
16. Section 409A. It is intended that the Restricted Stock Units granted under this Agreement avoid application of, or comply in all respects with, the requirements of Section 409A of the Code and the applicable U.S. Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Restricted Stock Unit Agreement shall be interpreted for all purposes in accordance with this intent. In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Participant shall be solely liable for the payment of any such taxes, penalties or interest.
4
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.
| UNIVERSAL CORPORATION | ||
| By: | /s/ Preston D. Wigner | |
| Preston D. Wigner Chairman, President and CEO | ||
| PARTICIPANT | ||
| /s/ Johan C. Kroner | ||
| Johan C. Kroner | ||
5
Exhibit 99.1
P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804) 359-9311 ~ Fax: (804) 254-3584
PRESS RELEASE
| CONTACT: | Universal Corporation Investor Relations | RELEASE: | 4:15 p.m. ET | |||
| Phone: (804) 359-9311 | ||||||
| Fax: (804) 254-3584 | ||||||
| Email: investor@universalleaf.com |
Universal Corporation Announces Chief Financial Officer Transition Plan
Johan C. Kroner to Retire after 32 Years with Company
Company Has Initiated Search for Successor; Kroner to Serve in Role until New CFO Appointed
Richmond, VA • July 11, 2025 / BUSINESSWIRE
Universal Corporation (NYSE:UVV) (“Universal” or the “Company”), a global business-to-business agriproducts company, today announced that Johan C. Kroner will retire from his role as Senior Vice President and Chief Financial Officer (“CFO”).
Mr. Kroner is committed to ensuring a smooth transition and will remain with Universal until July 1, 2026. Mr. Kroner will continue as CFO until a successor is appointed, at which time he will remain Senior Vice President of the Company for the duration of his tenure. In this role, Mr. Kroner will serve as an advisor to the Chief Executive Officer and provide support to the new CFO. Universal has initiated a search process to identify a successor with the assistance of a global executive search firm.
Preston D. Wigner, Chairman, President, and Chief Executive Officer of Universal stated, “On behalf of everyone at Universal, I want to thank Johan for his many contributions over his more than three decades with the Company, and in particular his seven years as CFO. Johan has made a meaningful impact on Universal and our global finance organization. We are fortunate to continue benefitting from his expertise and institutional knowledge over the next year.”
— MORE —
Universal Corporation
Page 2
About Universal Corporation
Universal Corporation (NYSE: UVV) is a global agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents, we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and deliver value to our customers. For more information, visit www.universalcorp.com.
Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements relate to Universal’s financial condition, results of operations and future business plans, operations, opportunities, and prospects. In addition, Universal and its representatives may make written or oral forward-looking statements from time to time, including statements contained in filings with the Securities and Exchange Commission (the “SEC”) and in reports to shareholders. These forward-looking statements are generally identified by the use of words such as we “expect,” “believe,” “anticipate,” “could,” “should,” “may,” “plan,” “will,” “predict,” “estimate,” and similar expressions or words of similar import. These forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Please refer to the risks and uncertainties discussed in Part I, Item 1A. “Risk Factors” of Universal’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and related disclosures in other filings that Universal files with the SEC and available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to therein. Universal cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made, except as required by law.
###