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): ~~August~~November 5, 2025

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UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________

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)

____________________________________________

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 Act:


Title of each class	Trading Symbol(s)	Name of each 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 2.02. Results of Operations and Financial Condition.

Universal Corporation (the “Company”) issued a press release on ~~August~~November 65, 2025, discussing its financial results for the quarter ended ~~June~~September 30, 2025. ~~The~~A ~~press~~copy of this release is ~~attached~~furnished as Exhibit 99.1 to this Current Report on From 8-K and is incorporated by reference into this Item 2.02.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 52.0702 of this Current Report on Form 8-K, including Exhibit 99. ~~Submission~~1, shall not be deemed “filed” for the purposes of ~~Matters~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to athe ~~Vote~~liabilities of ~~Security~~that ~~Holders~~section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

AtItem ~~the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), held August~~ 5,.02. Departure ~~2025, the Company’s shareholders (i) elected each~~ of ~~the~~Directors ~~individuals~~or ~~listed~~Certain ~~below~~Officers; asElection ~~a director for a term~~ of ~~three~~Directors; ~~years,~~Appointment ~~(ii) approved a non-binding advisory resolution approving the compensation~~ of ~~the~~Certain ~~Company’s~~Officers; ~~named~~Compensatory ~~executive~~Arrangements ~~officers, and (iii) ratified the appointment~~ of ~~Ernst~~Certain ~~& Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026~~Officers.

On November 5, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board to 10 members and appointed Gregory A. Trojan to serve as a new director of the Company, both effective immediately. The Board has determined that Mr. Trojan qualifies as an independent director in accordance with the New York Stock Exchange Listing Standards and the Company’s ~~shareholders~~Corporate ~~voted~~Governance Guidelines. Mr. Trojan is expected to serve as ~~follows:~~a member of the Audit Committee, the Compensation and Human Resources Committee, and the Finance and Pension Investment Committee.

	For	Withheld	Broker Non-Votes
Lennart R. Freeman	18,023,730	586,796	3,166,687
Fotini E. Manolios	18,396,439	214,087	3,166,687
Preston D. Wigner	18,223,745	386,781	3,166,687

Mr. Trojan, 66, is retired and has over 25 years of executive leadership experience across nationally recognized restaurant, retail, and consumer products companies. He served as Chief Executive Officer of BJ’s Restaurants, Inc., the owner and operator of over 200 casual dining restaurants throughout the U.S., from 2013 to 2021 and as a member of the board of directors from 2012 to September 2025. Before that, Mr. Trojan served as Chief Executive Officer of Guitar Center, Inc. and House of Blues Entertainment, Inc. and held various senior leadership positions at PepsiCo, Inc. Mr. Trojan currently serves on the Board of Directors of Casey’s General Stores, Inc. as well as on the Board of Managers of CEC Brands, LLC, the parent company of Chuck E. Cheese and Peter Piper Pizza.

~~Proposal~~ 2Mr. -Trojan’s ~~Approval~~compensation ofwill abe consistent with the compensation policies applicable to the Company’s other non-~~binding~~employee ~~advisory~~directors, ~~resolution~~which ~~approving~~are ~~the~~described ~~compensation~~under of“Director Compensation” in the Company’s ~~named~~proxy ~~executive~~statement ~~officers~~for its 2025 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on July 1, 2025). There are no arrangements or understandings between Mr. Trojan and any other person pursuant to which he was selected as director, and there are no transactions between Mr. Trojan and the Company that would require disclosure under Item 404(a) of Regulation S-K.

For						Against						Abstain						Broker Non-Votes
18,108,615						394,023						107,888						3,166,687

Item 7.01. Regulation FD Disclosure.

~~Proposal~~On 3November -5, ~~Ratification~~2025, ofthe Company also issued a press release regarding the appointment of ~~Ernst~~Mr. &Trojan. ~~Young~~A ~~LLP~~copy of this release is furnished as ~~the~~Exhibit ~~independent~~99.2 ~~registered~~to ~~public~~this ~~accounting~~Current ~~firm~~Report ~~for~~on ~~the~~Form ~~fiscal~~8-K ~~year~~and ~~ending~~is ~~March~~incorporated ~~31,~~by ~~2026~~reference into this Item 7.01.

For						Against						Abstain						Broker Non-Votes
21,556,266						190,596						30,351						—

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 99.2, shall not be deemed “filed” for the purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 8.01. Other Events.

Effective August 5, 2025, the Company’s Board of Directors appointed Thomas H. Johnson as the Lead Independent Director to serve until the Company’s next Annual Meeting of Shareholders, which is expected to be held August 4, 2026.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	No.	Description
	99.1	Press release dated ~~August~~November 65, 2025, announcing results for the quarter ended ~~June~~September 30, 2025.
	99.2	Press release dated November 5, 2025, announcing the appointment of Gregory A. Trojan as new director.
	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, 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:

~~August~~November 65, 2025

By:

/s/ Catherine H. Claiborne

Catherine H. Claiborne

Vice President, General Counsel, and Secretary

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