Universal Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$UVV
Farming/Seeds/Milling
Industrials
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): November 5, 2025
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(Exact name of registrant as specified in its charter)
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(804 ) 359-9311
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Item 2.02. Results of Operations and Financial Condition.
Universal Corporation (the “Company”) issued a press release on November 5, 2025, discussing its financial results for the quarter ended September 30, 2025. A copy of this release is 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 2.02 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain 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 Corporate Governance Guidelines. Mr. Trojan is expected to serve as a member of the Audit Committee, the Compensation and Human Resources Committee, and the Finance and Pension Investment Committee.
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.
Mr. Trojan’s compensation will be consistent with the compensation policies applicable to the Company’s other non-employee directors, which are described under “Director Compensation” in the Company’s proxy statement 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.
Item 7.01. Regulation FD Disclosure.
On November 5, 2025, the Company also issued a press release regarding the appointment of Mr. Trojan. A copy of this release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
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 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||||||||
| No. | Description | ||||||||||
| 99.1 | |||||||||||
| 99.2 | |||||||||||
| 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: | November 5, 2025 | By: | /s/ Catherine H. Claiborne | |||||||||||
| Catherine H. Claiborne | ||||||||||||||
| Vice President, General Counsel, and Secretary | ||||||||||||||