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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 19, 2025
UNIVERSAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
| 001-00652 | 54-0414210 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 9201 Forest Hill Avenue, | Richmond, | Virginia | 23235 | |||
| (Address of Principal Executive Offices) | (Zip code) | |||||
(804) 359-9311
(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 |
Name of each exchange |
||
| 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 May 20, 2025, the Board of Directors (the “Board”) of Universal Corporation (the “Company”) increased the size of the Board to 10 members and appointed Fay Manolios to serve as a new director of the Company, both effective June 1, 2025. The Board has determined that Ms. Manolios qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards and the Company’s Corporate Governance Guidelines. Ms. Manolios is expected to serve as a member of the Audit Committee, the Nominating, Governance and Risk Committee and the Compensation and Human Resources Committee.
Ms. Manolios, 54, is retired, having previously served as Managing Vice President, Head of Total Rewards of Capital One Financial Corporation (“Capital One”), a Fortune 100 tech-enabled financial services firm, from 2012 through early September 2022. Ms. Manolios previously held various roles of increasing responsibility at Capital One, including Director, Head of US Card & International Compensation, Senior Director, Head of US Card Compensation, International Total Rewards & Global Mobility and Vice President, Head of US Card Compensation, International Total Rewards & Global Mobility. Prior to joining Capital One, Ms. Manolios served as HR Business Partner & Director of Compensation at GenSpring Family Offices, a subsidiary of SunTrust Bank, from 2010 to 2012, and as a Senior Compensation Consultant in the Wealth & Investment Management group at SunTrust Bank from 2008 to 2010. Ms. Manolios also worked at Accenture where she held various roles of increasing responsibility from 1999 to 2008 and Citibank from 1996 to 1999.
Ms. Manolios currently serves as a director of VCU Health and is the chair of the Evaluation & Compensation Committee and a member of the Audit & Compliance Committee and the Governance Committee.
Ms. Manolios’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 Ms. Manolios and any other person pursuant to which she was selected as director, and there are no transactions between Ms. Manolios and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Additionally, on May 19, 2025, Michael T. Lawton notified the Board that he will retire from service on the Board following the completion of his current term. Consequently, Mr. Lawton will not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders. Mr. Lawton’s retirement is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
On May 23, 2025, the Company issued a press release regarding the appointment of Ms. Manolios and the retirement of Mr. Lawton. 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
| 99.1 | Press Release, dated May 23, 2025. | |
| 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: May 23, 2025 | By: | /s/ Catherine H. Claiborne |
||||
| Catherine H. Claiborne | ||||||
| Vice President, General Counsel, and Secretary | ||||||
Exhibit 99.1
P.O. Box 25099 Richmond, VA 23260 ~ phone: (804) 359-9311 ~ fax (804) 254-3584
PRESS RELEASE
| CONTACT | RELEASE | |
| Universal Corporation Investor Relations | 4:15 p.m. | |
| Phone: (804) 359-9311 | ||
| Fax: (804) 254-3584 | ||
| Email: investor@universalleaf.com |
Universal Corporation Announces Appointment of Fay Manolios to
Board of Directors
Michael T. Lawton to Retire from the Board after Nine Years of Service
Richmond, VA • May 23, 2025 / BUSINESSWIRE
Universal Corporation (NYSE: UVV), a global business-to-business agriproducts company, today announced the appointment of Fay Manolios to its Board of Directors (the “Board”), effective June 1, 2025. In addition, Michael T. Lawton, who has served as an independent director since 2016, has decided to retire and will not stand for re-election to the Board at Universal’s 2025 Annual Meeting of Shareholders to be held August 5, 2025.
Ms. Manolios brings over 25 years of experience in strategy development and human resources to Universal. She held increasing roles of responsibility at Capital One Financial Corporation, a publicly-held Fortune 100 tech-enabled financial services firm, from 2012 to 2022, most recently including Managing Vice President, Head of Total Rewards. In that role, Ms. Manolios spearheaded the creation and execution of a cohesive five-year plan for Total Rewards. She currently serves on the board of VCU Health, an academic medical center on the forefront of healthcare.
“We are pleased to welcome Fay to our Board,” said Preston D. Wigner, Chairman, President and CEO of Universal. “Fay is an accomplished executive with deep insight into human resources and a track record for helping to develop and reward high performing organizations. Her expertise aligns with our commitment to setting high standards that benefit all Universal stakeholders, and we look forward to leveraging her insights as we continue to execute on our strategic initiatives across our tobacco and ingredients businesses.”
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May 23, 2025
Page 2
“Universal is an exceptional company with a track record of value creation and a commitment to supporting its employees, farming partners and communities,” said Ms. Manolios. “I am delighted to join the Board and look forward to working alongside my fellow directors to oversee the continued execution of Universal’s strategic priorities and initiatives.”
Mr. Wigner continued, “I also want to thank Mike for his numerous contributions and service to Universal over the past nine years. We have appreciated and benefited from his counsel as an experienced director and from his Audit Committee leadership. He has been a valued member of our Board, and we wish him the best upon his retirement.”
“I have enjoyed the opportunity to serve on the Universal Corporation Board for the past nine years”, said Mr. Lawton. “During that time, Universal has performed well and executed new strategies, including the creation of the Ingredients Operations segment. I wish my colleagues on the Board and the management team continued success, and I look forward to following Universal’s performance in my retirement.”
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.
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