UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. __)

Check the appropriate box:

UNIVERSAL CORPORATION

Dear Universal Shareholders,

SinceAt Universal, we offer our foundingcustomers a unique value proposition and are a supplier of choice, providing high-quality, customized, traceable, value-added agri-products that are essential to meeting their needs in 1918, Universal Corporation has established a global presence and our principles reflect where we’ve been and what we’ve learned over our more than 100-year history.today’s dynamic markets. Our commitment to sustainability, cultivating long-term relationships with our customers and suppliers, investing in our people, and maintaining our financial strength have helped us endure for over 100 years through multiple economic cycles and build a broader agri-products services platform.

We continue to be guided by these principles, and throughout fiscal year 2023, we demonstrated the strength of Universal’s operations and the resilience of our business model in the face of ongoing industry and macro challenges. Looking ahead, we are well positioned to build on our track record of operational excellence as we advance our strategies to deliver value to our shareholders. I have a deep sense of appreciation for our incredible team at Universal and am humbled by and grateful for the support of our customers, farmers and other partners, and of course our shareholders.

I encourage you to read the pages that follow to inform your voting decisions and ask for your voting support. On behalf of Universal Corporation, I thank you for your investment and trust in us as we continue to build on our proud history of more than 100 years.

P.O. Box 25099

Richmond, Virginia 23260

The Annual Meeting of Shareholders of Universal Corporation will be held at our headquarters located at 9201 Forest Hill Avenue, Stony Point II Building, Richmond, Virginia 23235, on Tuesday, August 3, 2021,1, 2023, at 11:00 a.m., Eastern Time, for the following purposes:

June 28, 202123, 2023

This Proxy Statement sets forth certain information with respect to the accompanying proxy to be used at the 20212023 Annual Meeting of Shareholders of Universal Corporation, which we refer to as the Annual Meeting, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The Board of Directors has designated our headquarters located at 9201 Forest Hill Avenue, Stony Point II Building, Richmond, Virginia 23235, as the place of the Annual Meeting.

The Board of Directors solicits this proxy and urges you to vote immediately. Unless the context otherwise indicates, reference to “Universal,” “we,” “us,” “our,” or “the Company” means Universal Corporation.

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2021,2023, which we refer to as the fiscal year 20212023 Annual Report, is being mailed concurrently with this Proxy Statement to our shareholders. Unless otherwise specifically stated, our fiscal year 20212023 Annual Report is not incorporated into this Proxy Statement and shall not be considered a part of this Proxy Statement or soliciting materials.

We are not aware of any matters that are to come before the Annual Meeting other than those described in this Proxy Statement. If other matters do properly come before the Annual Meeting, however, it is the intention of the persons named in the enclosed proxy card to exercise the discretionary authority conferred by the proxy to vote such proxy in accordance with their best judgment.

Registered shareholders are urged to deliver proxies by using the Internet, by calling the toll-free telephone number, or by completing and mailing the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate shareholders'shareholders’ identities, to allow shareholders to give their proxies, and to confirm that such instructions have been recorded properly. Instructions for voting over the Internet or by telephone are set forth on the enclosed proxy card. Registered shareholders may also send their proxies by completing, signing, and dating the enclosed proxy card and returning it as promptly as possible in the enclosed postage-paid envelope.

Shareholders who hold broker shares, which we refer to as street name shareholders, who wish to vote at the Annual Meeting should be provided voting instructionsinstruction from the institution that holds their shares. If this has not occurred, please contact the institution that holds your shares. Street name shareholders may also be eligible to vote their shares electronically by following the voting instructionsinstruction provided by the bank, broker, or other nominee that holds the shares, using either the Internet address or the toll-free telephone number provided on the voting instruction, or otherwise complete, date, and sign the voting instruction and return it promptly in the enclosed postage-paid envelope.

If we announce alternative arrangements to an in-person meeting due to COVID-19, we will inform you whether additional methods to vote will be offered. The deadline for voting electronically over the Internet or by telephone is 11:59 p.m., Eastern Time, on August 2, 2021.July 31, 2023.

Regardless of whether or not you attend the Annual Meeting, we strongly encourage you to vote your shares by proxy via Internet, telephone, or mail prior to the Annual Meeting.

If you voted over the Internet or by telephone, you can also revoke your vote by any of these methods or you can change your vote by voting again over the Internet or by telephone prior to the stated deadline. If you decide to vote by completing, signing, dating, and returning the enclosed proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you decide later to change or revoke your proxy over the Internet or by telephone. Your attendance at the Annual Meeting will not itself revoke a proxy.

If you are a street name shareholder, you must follow the instructions found on the voting instruction card provided by the bank, broker, or other nominee, or contact your bank, broker, or other nominee in order to change or revoke your previously given proxy.

As to any other business that may properly come before the Annual Meeting, the persons named in the enclosed proxy card or voting instruction will vote the shares of Common Stock represented by the proxy in the manner as the Board of Directors may recommend, or otherwise in the proxy holders'holders’ discretion. The Board of Directors does not presently know of any other such business.

If you are a street name shareholder, which means that your shares are registered with our transfer agent in the name of your bank, broker or other nominee, then your bank, broker or other nominee may or may not vote your shares in its discretion if you have not provided voting instructions to the bank, broker or other nominee when permitted. Whether the bank, broker or other nominee may vote your shares depends on the proposals before the Annual Meeting. Brokers have the discretionary authority under the rules of the New York Stock Exchange, which we also refer to as the NYSE, to vote shares for which their clients do not provide voting instructions on certain “routine” matters.

With respect to the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2022,2024, abstentions and broker non-votes will have no effect on the proposal and will not count either in favor of, or against, the proposal.

Shareholders making such communications are encouraged to state that they are shareholders and provide the exact name in which their shares of Common Stock are held and the number of shares held. Each individual communicating with the Board of Directors will receive a written acknowledgment from or on behalf of our Secretary after receipt of the communication sent in the manner described above. After screening such communications for issues unrelated to shareholder interests, our Secretary will distribute communications to the intended recipient(s) as appropriate. The process for such screening has been approved by our non-employee directors.

Our 20212023 Annual Report to Shareholders, which includes a copy of our fiscal year 20212023 Annual Report (excluding exhibits) as filed with the SEC, is being mailed to shareholders with this Proxy Statement.

We make available free of charge through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, which is referred to herein as the Exchange Act, as well as reports on Forms 3, 4 and 5 filed by our directors and executive officers pursuant to Section 16 of the Exchange Act, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. The information on our Internet website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of Common Stock cast in the election of directors. With a plurality vote, the nominees receiving the highest vote totals for the director positions up for election will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Unless otherwise specified in the accompanying form of proxy, it is intended that votes will be cast for the election of all of the nominees as directors. If, at the time of the Annual Meeting, any nominee should be unavailable to serve as a director, it is intended that votes will be cast, pursuant to the enclosed proxy, for such substitute nominee as may be nominated by the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve.

Mr. Johnson'sJohnson’s global perspective and extensive executive management experience, including with strategy, investment, manufacturing, and distribution activities, andcombined with his extensive service on the boards of several multinational corporations, provides the Board of Directors a valuable perspective on governance best practices and executive leadership, including in international markets such as Europe and Asia. He is a proven leader who is well positioned to support the Company in its execution of its strategies with respect to maximizing the performance of its core tobacco business as well as developing and growing its plant-based ingredients platform. Mr. Johnson has been recognized for his work in support of U.S. trade and business development in China, receiving the Marco Polo Award from the State Bureau of Foreign Experts, Peoples Republic of China, in 1999.

Ms. Williams’ substantial financial, strategic and leadership experience across the public and private sectors enables her to offer the Board of Directors a broad perspective encompassing public policy, commercial integrity and regulation, diversity and inclusion, financial strategy and management, and economic development. Ms. Williams’ diverse experience adds important multi-disciplinary financial and strategic perspective to the Board of Directors. Her tenure as Director of the Ohio Department of Commerce lends valuable insights to the Board regarding public policy, governance best practices and executive leadership.

The following table sets forth as of the record date, June 8, 2021,6, 2023, certain information with respect to the beneficial ownership of shares of Common Stock by (i) each director or nominee, (ii) each executive officer listed in the “Summary Compensation Table”, who we refer to as the “named executive officers”, and (iii) all current directors and executive officers as a group.

Our business and affairs are managed under the direction of the Board of Directors in accordance with the Virginia Stock Corporation Act and our Articles of Incorporation and Bylaws. Members of the Board of Directors are kept informed of our business through discussions with the Chairman, President, and Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees. The corporate governance practices we follow are summarized below.

The Board of Directors, in its business judgment, has determined that each member of the Board of Directors, except Mr. G. Freeman, our Chairman, President, and Chief Executive Officer, is independent as defined by the NYSE listing standards and our Corporate Governance Guidelines. In reaching this conclusion and as set forth in the independence standards of our Corporate Governance Guidelines, the Board of Directors evaluated each director or nominee for director in light of the specified independence tests set forth in the NYSE listing standards. In addition, the Board of Directors considered whether we and our subsidiaries conduct business and have other relationships with organizations of which certain members of the Board of Directors or members of their immediate families are or were directors or officers. There has been no such business or relationships for the past three fiscal years.

The independent directors of the Board of Directors meet in executive session without management or employee directors present. Such executive sessions may be scheduled either before or after each regularly scheduled Board of Directors meeting. Although designated to meet at least annually, during fiscal year 20212023 the independent directors met in executive session fivetwo times. The independent directors designate the Lead Independent Director, who is responsible for presiding over the executive sessions of the independent directors. The Lead Independent Director is responsible for advising the Chairman, President, and Chief Executive Officer of the outcome of any decisions reached or suggestions made at these sessions. As noted below, Mr. Johnson has served as Lead Independent Director for this year.

Shareholders making such communications are encouraged to state that they are shareholders and provide the exact name in which their shares of Common Stock are held and the number of shares held. Each individual communicating with the

The Board of Directors does not have a policy on whether or not the role of the Chief Executive Officer and Chairman should be separate or, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. We operate with one individual, Mr. G. Freeman, serving as Chairman of the Board, President, and Chief Executive Officer. Mr. G. Freeman was elected by the Board of Directors as President on December 12, 2006, Chief Executive Officer on April 1, 2008, and Chairman of the Board on August 5, 2008. Prior to his election as our President and Chief Executive Officer, Mr. G. Freeman served as our General Counsel and Secretary from February 1, 2001, until November 2005, when he was elected Vice President. The Board of Directors believes that because Mr. G. Freeman has unique and extensive experience and understanding of our business, he is well situated to lead and execute strategy and business plans to maximize shareholder value by having a combined role of Chairman of the Board, President, and Chief Executive Officer.

The Company'sCompany’s Corporate Governance Guidelines permit the individual who serves as Chief Executive Officer to serve as Chairman of the Board of Directors. In order to ensure that independent directors continue to play a leading role in our governance, however, the Board of Directors established the position of a Lead Independent Director in our Corporate Governance Guidelines.

The Lead Independent Director is elected annually by the independent directors and ensures that (i) the Board of Directors operates independently of management, and (ii) directors and shareholders have an independent leadership contact. The Lead Independent Director, who must satisfy our independence standards, is responsible for presiding over the executive sessions of the independent directors and performing such other duties as may be delegated to the position by the Board of Directors. The Lead Independent Director also has the following additional roles and responsibilities:

Mr. Johnson currently serves as our Lead Independent Director. The Board of Directors historically has elected a Lead Independent Director each year for a one year term commencing at the conclusion of the applicable Annual Meeting. Mr. Johnson, therefore, will serve as Lead Independent Director until the conclusion of the 20212023 Annual Meeting.

The Board of Directors also has five standing committees: the Audit Committee, the Compensation Committee, the Executive Committee, the Finance and Pension Investment Committee, and the Nominating and Corporate Governance Committee. Each committee has a separate chairman and each of the Audit, Compensation, and Nominating and Corporate Governance Committees are composed solely of independent directors.

Given our current circumstances, relative size and operating strategies, we believe having a combined Chairman of the Board of Directors and Chief Executive Officer, as well as having a Lead Independent Director and independent standing committees, is the most appropriate structure for us and our shareholders. We believe this structure demonstrates clear leadership to our employees, shareholders, and other interested parties and eliminates the potential for redundancies and confusion. The Lead Independent Director protects the role of the independent directors by providing leadership to the independent directors and working closely with the Chief Executive Officer and Chairman of the Board of Directors.

The Board of Directors is responsible for our risk oversight. Management is responsible for our risk management, including providing oversight and monitoring to ensure our policies are carried out and processes are executed in accordance with our performance goals and risk tolerances. In carrying out its risk oversight function, each of the five standing committees of the Board of Directors is responsible for risk oversight within their area of responsibility and regularly reports to the Board of Directors. In addition, management holds regular meetings in which they identify, discuss, and assess financial risk from current macro-economic, industry, and company-specific perspectives.

The Audit Committee is responsible for discussing with management, the independent registered public accounting firm and the internal auditors, our policies and procedures with respect to risk assessment and risk management.management related to accounting, auditing, and financial reporting. As part of its regular reporting process, management reports and reviews with the Audit Committee our material risks, including (i) proposed risk factors and other public disclosures, and (ii) mitigation strategies and our internal controls over financial reporting. The Audit Committee also engages in regular periodic discussions with the Chief Financial Officer and other members of management regarding risks as appropriate. In April 2021, the Board of Directors approved amendments to the Audit Committee’s charter to delegate oversight responsibility to the Audit Committee for the Company’s information security risk management program and toperiodically review annually with management the program and information security and technology risks (including cybersecurity). In August 2021, at the Audit Committee’s request, the Company engaged an independent information security risk management expert to evaluate and assess the maturity of the Company’s program. The assessment assisted the Audit Committee in understanding and overseeing how the Company manages information security risk, and it produced constructive enhancements to further mitigate risk. At least quarterly, the Audit Committee reviews and discusses with management and the Company’s senior information officers the Company’s information security risk management program, including the enhancements adopted from the maturity assessment, and the Company’s security and technology risks.

The Finance and Pension Investment Committee assists the Board of Directors in control of our financial policies and resources and monitors our financial strategic direction. As part of its responsibilities, the Finance and Pension Investment Committee oversees our financial policies, including financial risk management, and reviews and approves significant financial policies and transactions. It also has oversight of the investments in our ERISA-regulated pension and savings plans.

In addition to the Audit Committee and Finance and Pension Investment Committee, each of the other committees of the Board of Directors considers risks within its area of responsibility and regularly reports to the Board of Directors on issues related to the Company’s risk profile. For example, the Compensation Committee considers succession planning and risks that may be a result of our executive compensation programs and has oversight responsibility for the Company’s review of compensation policies and procedures to determine whether they present significant risks. In addition, the Nominating and Corporate Governance Committee considers risks related to corporate governance, environmental, and social responsibility issues, succession planning risk regarding the members of the Board of Directors and, jointly with the Compensation Committee, they consider succession planning risk regarding our Chief Executive Officer.

We believe the current leadership structure of the Board of Directors supports the risk oversight functions described above by providing independent leadership at the committee level, with ultimate oversight by the full Board of Directors as led by the Chairman of the Board of Directors and Chief Executive Officer and the Lead Independent Director.

As part of its oversight of our executive compensation program, the Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. The Compensation Committee has implementedbelieves that the design and features of the compensation program design features to mitigate the risk that our compensation programs encourageof misconduct or imprudent risk-taking. In addition, we review all of our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to us.the Company. At the Compensation Committee'sCommittee’s direction, our Senior Vice President and Chief Financial Officer and his staff, our Vice President, General Counsel, and Secretary, and a memberour Director of our internal audit team, conductedInternal Auditing, conduct a risk review assessment of our compensation programs in fiscal year 2021. Theannually, and provides the report to the Compensation Committee reviewed thefor its review and consideration. The findings of thethis year’s assessment and concludedwere (i) that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and (ii) that the balance of compensation elements discourages excessive risk taking. The Compensation Committee,taking and therefore determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on the Company. The Compensation Committeerisk assessment also concluded that the performance measures and performance targets do not encourage excessive or unnecessary risk-taking. In its discussions, theThe Compensation Committee consideredconsiders the attributes of our programs including:which include:

In fiscal year 2020,2023, the Company engaged Willis Towers WatsonPricewaterhouseCoopers ("PwC"), its independent compensation consultant, to review the overall design and alignment to market of our executive compensation programs, including compensation philosophy, annual and long-term incentive plans, stock ownership guidelines, benefit plansas well as the individual components and executive perquisites, severance policies, corporate governance, and outside director practices.performance measures. Following their benchmarking review and audit of the Company’s executive compensation, Willis Towers WatsonPwC found that the Company’s executive programs were aligned with the Company’s peer group and the industry in which the Company competes, and any recommended changes were intended to improve market alignment for program design and governance. One such recommended change, as announced in the Company’s Form 8-K filed with the SEC on May 29, 2020, is with respect to the adoption by the Company of a "double-trigger" severance plan for its executive officers in connection with a potential change-in-control of the Company, which previously was applicable to only certain executive officers. As previously announced, adoption of the Change in Control Severance Policy (the “Change in Control Policy”) proposed by Willis Towers Watson, and reviewed and recommended by the Compensation Committee, was approved by the Board of Directors of the Company and effective as of May 26, 2020. For a full description of the Change in Control Policy, please see the section “Change of Control Agreements” on page 45 of this Proxy Statement.competes.

The members of the Audit Committee are Messrs. Lawton (Chairman), L. Freeman, Sledd and Tullidge, Schick (effective April 2023), and Ms. Williams. The Board of Directors has determined that each of the Audit Committee members is independent as defined under the applicable independence standards set forth in regulations of the SEC and the NYSE listing standards. The Board of Directors has also determined that all of the Audit Committee members are financially literate as defined by the NYSE listing standards. Finally, in accordance with the applicable regulations of the SEC, the Board of Directors has further determined that the Audit Committee contains at least one “audit committee financial expert” as defined by such regulations. That person is Mr. Lawton, the Chairman of the Audit Committee. The fact that the Board of Directors did not identify additional Audit Committee members as “audit committee financial experts” does not in any way imply that other members do not meet that definition.

The Audit Committee met seven times during fiscal year 2021.2023. Additional information with respect to the Audit Committee is discussed below in the section entitled “Audit Information” on page 7081 of this Proxy Statement.

The current members of the Compensation Committee are Mr.Messrs. Johnson (Chairman), Mrs. Cantor, Mr. L. Freeman, Lawton, Sledd (effective April 2023) and Mr. Lawton.Mrs. Cantor. The Compensation Committee performs the responsibilities of the Board of Directors relating to compensation of our executives, including establishing and maintaining a competitive compensation program for our directors and executives in order to attract, retain and motivate key contributors to our success. The Compensation Committee'sCommittee’s responsibilities include, among others, reviewing and setting or approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other executive officers, evaluating the performance of the Chief Executive Officer and our other executive officers in light of those goals and objectives, and determining and approving compensation levels for the Chief Executive Officer and our other executive officers based on this evaluation; making recommendations to the Board of Directors with respect to annual and long-term incentive compensation plans; evaluating the performance of, and determining the salaries, incentive compensation, and executive benefits for senior management; and administering our equity-based and other executive compensation plans. The Compensation Committee also has oversight over the Company’s benefits, retention and development processes, including the periodic review of the Company’s succession planning and leadership development program.

The Chairman of the Compensation Committee works with management to establish the agenda for Compensation Committee meetings. Data and materials are prepared for review by the Compensation Committee using market data from both broad-based and targeted national and regional compensation surveys. Competitive industry analysis is enhanced through review of peer company proxy data, professional research consortiums, and nationally recognized compensation databases provided by the Compensation Committee'sCommittee’s external compensation consultant.

The Compensation Committee periodically meets with certain members of management in order to assess progress toward meeting long-term objectives approved by the Board of Directors. The Compensation Committee reviews the performance and compensation of the Chief Executive Officer with input from both the full Board of Directors and the Chief Executive Officer'sOfficer’s self-evaluation. The Compensation Committee approves the compensation of the other executive officers, based upon the evaluation and recommendation of the Chief Executive Officer. Where it deems appropriate, the Compensation

The Compensation Committee reports regularly to the Board of Directors on matters relating to the Compensation Committee'sCommittee’s responsibilities. For additional information regarding the compensation-related activities of the Compensation Committee, see the sections entitled “Compensation Discussion and Analysis” and “Report of the Compensation Committee” beginning on pages 2832 and 4650 of this Proxy Statement, respectively.

In performing its responsibilities with respect to executive compensation decisions, the Compensation Committee receives information and support from our Human Resources Departmenthuman resources department, and a nationally-recognized executive compensation consultant. For fiscal year 2021, Willis Towers WatsonPwC has served as anthe independent executive compensation consultant to the Compensation Committee andsince March 2022. PwC had aggregate fees of $82,000 for their executive compensation consulting services. In fiscal year 2021 of approximately $40,8002023, PwC provided other consulting services for these services. Willis Towers Watson provides consultancy services to the Company regarding its International Savings Planwhich included a variety of tax analysis and certain administrativesupport services related to our retirees' health reimbursement accounts.for aggregate fees of $139,398. These additional consultancy services are not of appreciable significance to the Company, are managed by separate groups within Willis Towers Watson withPwC and have no direct reporting responsibility to the executive compensation group, and each of these consultancy groups have separate physical locations. In addition, Willis Towers Watson was engaged to perform these separate services after completion of a comprehensive bid process.group. For more information with respect to the Compensation Committee'sCommittee’s compensation consultant, see “Compensation Discussion and Analysis” beginning on page 2832 of this Proxy Statement.

The Executive Committee has the authority to act for the Board of Directors on most matters during the intervals between Board of Directors meetings. Their actions are subject to ratification by the Board of Directors at its next scheduled meeting. The members of the Executive Committee are Messrs. G. Freeman (Chairman), L. Freeman, Johnson and Lawton. The Executive Committee met three times during fiscal year 2021.2023.

The Finance and Pension Investment Committee has the responsibility of establishing our financial policies and controlling our financial resources. In addition, it retains and monitors the performance of an investment manager and, with the assistance of the investment manager, establishes investment objectives and policies, and monitors the performance of investments, of the retirement plans and other qualified employee benefit plans of Universal Leaf Tobacco Company, Incorporated, which we refer to as Universal Leaf. The members of the Finance and Pension Investment Committee are Mr. Sledd (Chairman), Mrs. Cantor, Messrs. G. Freeman, andSchick (effective April 2023), Tullidge and Ms. Williams. The Finance and Pension Investment Committee met fourfive times during fiscal year 2021 and took action by unanimous consent once during the fiscal year.2023.

The Nominating and Corporate Governance Committee performs a two-fold function. First, the Nominating and Corporate Governance Committee is responsible, subject to approval of the Board of Directors, for determining and developing criteria for Board of Directors membership, for identifying specific individuals qualified to be members of the Board of Directors, and for making recommendations to the Board of Directors with respect to such nominations. Second, the Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company, overseeing the Company’s environmental and social responsibility and sustainability programs and practices, and overseeing the evaluation of the Board of Directors and its acting committees. The Nominating and Corporate Governance Committee monitors developments in, and makes recommendations to the Board of Directors concerning, corporate governance practices, including following regulatory and legislative developments, and considers corporate governance best practices in performing its duties. In addition, in relation to its responsibilities with respect to corporate governance, the Nominating and Corporate Governance Committee was delegated responsibility by the Board of Directors in 2021 for overseeing the administration of the Company’s enterprise risk management program. The members of the Nominating and Corporate Governance Committee are Mrs. Cantor (Chairman), Messrs. Johnson, Schick (effective April 2023), Sledd, Tullidge and Ms. Williams. The Nominating and Corporate Governance Committee met threefive times during fiscal year 2021.2022.

The Nominating and Corporate Governance Committee evaluates all director candidates in accordance with the director membership criteria described in the Corporate Governance Guidelines. The Nominating and Corporate Governance Committee does not differentiate between Board of Directors candidates submitted by shareholders and candidates submitted by its members, other Board of Directors members or by management with respect to evaluating candidates. AllTo facilitate the Nominating and Corporate Governance Committee’s assessment of identified candidates and the current skills and criteria of the Board of Directors, candidates are considered based uponthey use a skills matrix tool that incorporates the various criteria the Committee deems most relevant and applicable in the context of an assessment of the perceived needs of the Board of Directors at that point in time. The skills

After completing potential director nominees'nominees’ evaluations, the Nominating and Corporate Governance Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors, and the Board of Directors determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. There is no difference in the manner by which the Nominating and Corporate Governance Committee evaluates prospective nominees for director based upon the source from which the individual was first identified.

In conjunctionThe robust practices and processes described above regarding Board of Directors refreshment, reconciling the evolving needs and strategies of the Company and the skills and criteria of the Board of Directors, and new director identification, assessment and evaluation, were successfully followed during fiscal year 2023 resulting in the approval of Mr. Arthur J. Schick, Jr. to the Board of Directors effective April 1, 2023. Considering the Company’s creation and expansion of its plant-based ingredients platform, the Nominating and Corporate Governance Committee sought to expand the size of the Board of Directors to add a new director with experience in the food and beverage ingredients industry. They believed adding a director with expertise in the industry would benefit the Company and complement our growth strategy in this market segment and for our Ingredients Operations segment. The Nominating and Corporate Governance Committee created a tailored director search profile using their then-current skills matrix tool and their assessment of the relevant criteria, skills and characteristics needed for the new director nominee. At the Nominating and Corporate Governance Committee’s recent evaluation ofrequest, the Company engaged a nationally recognized executive search firm with deep experience in the ingredients industry to conduct an international search for qualified candidates using the tailored director search profile. The search process resulted in Mr. Schick being identified and recommended as a candidate, and the Board of Directors succession risk and current practices with respect to director retention,concluded the Committee proposed an amendmentprocess by appointing him to the Corporate Governance GuidelinesBoard of Directors effective April 1, 2023.

Due in part to increase the age at whichaddition of Mr. Schick to the Board of Directors, and as explained more fully in Proposal One, “Election of Directors” on page 8 of this Proxy Statement, we were required to take action to reassign directors will not be nominated for reelection. Benchmarking statistics on board refreshment practices andto our three classes to ensure that each of the three classes consists of three directors. For that reason, five directors were recommended by the Nominating and Corporate Governance Committee’s assessment ofCommittee for nomination for election at the Company’s board refreshment practices, the current tenure of existing directors,Annual Meeting. Ms. Williams and other factors supported increasing the director retirement age from 72 years to 75 years. The Board of Directors approved the amended Corporate Governance Guidelines on April 19, 2021.

We expect and encourage each member of the Board of Directors to attend our Annual Meetings in person when it is reasonably practical for the director to do so. ItWhen a Board member’s attendance in person is not possible, that, due to concerns regarding the ongoing COVID-19 pandemic, members of our Boardhe or she may attend the 2021 Annual Meeting by telephone or electronic means. All persons serving as Board members at the time attended the Company’s 20202022 Annual Meeting of Shareholders.

Corporate responsibility is an important priority for the Board of Directors and the Company. We have a long history of strong commitment to being an ethical and responsible company acting with integrity and respect for each other, ourthe communities in which we operate and the environment. As part of that commitment, we have a fundamental responsibility to our stakeholders to set high standards of social and environmental performance to support a sustainable supply chain and operations. The Company’s Board of Directors considered suchand executive leadership review, approve and implement our strategy and goals associated with ESG and the Company’s sustainability practices, and we believe these practices help us perform successfully in our industry. Universal is proud of the commitment when it approvedwe made to stakeholders in 2019 to report annually on sustainability topics that impact our business so stakeholders could better understand how we meet the charter forhigh standards we set. In the same year, our Board of Directors further evidenced our commitment to sustainability by amending our Nominating and Corporate Governance Committee on April 9, 2019. Incharter to give the charter, the BoardCommittee oversight of Directors tasked the Nominatingour Environmental, Social and Corporate Governance Committee with the responsibility for overseeing our environmental and social responsibility and sustainability("ESG") programs and practices, including considering potential long-long and short-term trends and impacts that environmental and social responsibility and sustainability issues may have related to Universal’sthe Company’s business.

The Board of Directors believes reporting and http://www.universalcorp.com/Practices/SocialResponsibility.engaging on our ESG programs and practices is important to our stakeholders’ understanding of our commitment and dedication. We are proud to have been recognized as a 2022 Supplier Engagement Leader by CDP, a nonprofit charity that runs a global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts. This is the second straight year the Company has earned Supplier Engagement Leader recognition. The CDP’s Supplier Engagement Rating (SER) system independently evaluates how effectively companies are engaging their suppliers on climate change, using the CDP’s annual climate change questionnaire that covers governance, targets, scope 3 emissions, and value chain engagement. The top 8% of assessed companies were selected as 2022 Supplier Engagement Leaders.

We believe ourOur employees are among our most important resources and we rely on them to execute our business plan with integrity and efficiency. Investing in human capital is critical to our continued success. Our employees enable us to be a leading global supplier of leaf tobacco and other agri-products. We strive to foster a diverse and inclusive workplace; attract, retain, and develop talented personnel; and keep our employees safe and healthy.

Our Board of Directors believes that human capital management is an important component of our continued growth and success and is essential to our ability to attract, retain, and develop talented and skilled employees. We pride ourselves on a culture that respects co-workers and values concern for others. Our Nominating and Corporate Governance Committee and our Compensation Committee both have important roles with respect to human capital management. The Nominating and Corporate Governance Committee oversees and reviews our ESG programs, which include important policies and practices related to human rights, diversity and inclusion, prohibitions against discrimination, employee health and safety, and other policies related to our workforce. The Compensation Committee has oversight of compensation, benefits, and retention and development processes, including an annual review of the Company'sCompany’s succession planning and leadership development program.

We maintain a variety of initiatives, programs and practices to support our workforce. In addition to offeringWe offer our employees competitive base salaries and wages, eachand we have a salary administration process where we regularly review and adjust our employees’ total compensation and benefits when warranted to ensure they are competitive in our industry and are aligned with our performance. In addition, we believe employee benefits are an essential component of our total compensation package. Each of our global operations provides benefits that are designed to attract and retain our employees. These benefits vary depending on the location, seniority and employment status of our employees, and can include medical insurance, long-term disability insurance, retirement benefits, and similar programs. Employee training

In the United States, benefits to our employees include medical, dental, disability and development of both technicallife insurance, flexible spending accounts, and leadership skills are also integral aspects of our human capital strategy.a 401(k) Savings Plan with a 5% match and immediate vesting. We provide a health care advocacy service to assist our employees with various medical needs as they make these decisions, and we provide a range of development opportunities thatmental health and financial counseling program for our employees and their families. We also offer other benefits which may vary by location, but which include performance, holiday, attendance and seniority ofother bonus opportunities, retirement plans, a tuition assistance program (offering assistance up to 75%) as well as a 501(c)(3) matching gift program to benefit communities in which our employees such as online training, live classes,work and mentoring to assist with career advancement. To further develop leadership skills, we maintain specific leadership programs for aspiring leaders and new supervisors, managers, and directors. reside.

As a requirement of our human capital management approach, we keep the health and safety of our employees at the forefront of our business efforts. We are committed to the prevention of injury and illness in the workplace through strong health and safety management, employee empowerment and accountability, and strict compliance with health and safety regulations. Our programs are designed to influence our Company’s culture through employee engagement and leadership behavior. We pair our improved health and safety management system with a strong database reporting tool to allow all Universal facilities to track their local occupational health and safety performance and that of the entire company. These reports allow our global teams to analyze the insights collected from our health and safety system immediately to support compliance and promote continuous improvement. We also utilize other health and safety initiatives to ensure our facilities remain safe for our employees. We established health and safety key performance indicators ("KPIs") across our tobacco factory and agronomy operations. Each factory carries out an in-depth data analysis of prior data and implements KPIs for improvement and monitoring. By giving employees a goal to achieve and monitor, they will be more engaged in what they do and better able to help us succeed. Our “fresh eyes” approach to workplace safety involves inviting colleagues from different facilities to share in cross-auditing tasks. In addition to corporate audits, we encourage this regional cross-auditing to promote a collaborative framework and drive our employee safety programs forward.

Employee training and development of both technical and leadership skills are also integral aspects of our human capital strategy. We provide employees with a range of development opportunities that vary by location and seniority of employees, such as online training, live classes, and mentoring to assist with career advancement. These programs often include safety and technical job skill training as well as soft-skill programs focused on communication and change management. Development of leadership skills is also a priority and is specialized for different levels of employees. For example, members of management in our global operations participate in our succession planning programs, which include the useidentification of employees who are offered development opportunities for career advancement. To further develop leadership skills, we also maintain specific leadership programs for aspiring leaders and new supervisors, managers, and directors.

We support our employees outside of work through a variety of initiatives and strongly believe that our success relies on the prosperity of the communities in which we operate. We fund various programs that enhance local communities, economies and cultures. For example, in numerous locations we support projects designed to impact our employees and their families such as establishing health clinics and safety Key Performance Indicators acrosswellness programs to assist our operations that allowemployees, administering after school care for in-depth data analysisschoolchildren, or funding local cultural events. Ultimately, we recognize our impact extends beyond the workplace and monitoring.are proud to engage as both active corporate citizens and leaders in our neighborhoods, communities, and countries. We publicly disclose additional information about our community support activities each year in our Sustainability Report.

We are committed to protecting the human rights of our employees and have policies in place to support this effort, including those relating to whistleblowing, harassment, equal employment and compliance with local labor laws. Our Board of Directors also adopted our Code of Conduct and Anti-Corruption Compliance Manual to promote ethical behavior throughout the Company and address violations of ethical standards. The Code and Manual have been translated into 17 languages and apply directly to all employees, officers, directors and directorsnon-seasonal employees in the Universal family of companies. The Board of Directors also adopted our Human Rights Policy, which defines the high ethical and social standards we implement across our global operations. We support these rights and programs through compliance communications, face-to-face and online training, and through an anonymous compliance hotline that we maintain globally. Our compliance hotline is available to all our employees worldwide, and any other interested parties 24 hours a day, 7 days a week, by internet or phone. The Board of Directors oversees our global compliance program and receives reports from our Chief Compliance Officer at each scheduled Board of Directors meeting.

Executive Summary

Guiding Philosophy

Company Performance

Fiscal year 20212023 was highlighted by a goodstrong earnings performance in our Tobacco Operations segment as well as building upon our broader plant-based agri-products services platform with our fiscal year 2021 acquisitionand investments to increase the capabilities of Silva International Inc.

Fiscal year 20212023

Net income for the fiscal year ended March 31, 2021,2023, was $87.4$124.1 million, or $3.53$4.97 per diluted share, compared with $71.7$86.6 million, or $2.86$3.47 per diluted share, for the prior fiscal year. The results for the fiscal year ended March 31, 20212023 included:

Consolidated operating income which included the restructuring and impairment costs and transaction and acquisition purchase accounting costswas $181.1 million for fiscal years 2021 and 2020, as well as the fiscal year 2021 reversal of the contingent consideration liability for the FruitSmart acquisition, was $147.8 million,2023, an increase of $21.4$20.8 million compared to the prior fiscal year.

The combined Tobacco and Ingredients Operations reportable segments operating income, which includes equity in pretax earnings (loss) of unconsolidated affiliates and excludes restructuring and impairment costs, in both fiscal years, was $169.2$183.5 million for the fiscal year ended March 31, 2021,2023, an increase of $31.1$9.1 million from the prior fiscal year. The additional reportable segment operating income from the FruitSmart and Silva acquisitions, as well as a favorable remeasurement and currency variance, largely accounted for the improved comparison to fiscal year 2020.

The following charts show a five-year history of our net cash flow from operations, our funds returned to shareholders, and our net debt as a percentage of net capitalization.

The following charts show a five-year history of our dividends declared per share of Common Stock and the market price of our Common Stock on the last business day of each fiscal year:

We believe our compensation philosophy is appropriate and aligned with the interests of our shareholders, as demonstrated by our Common Stock performance. The following performance graph compares the cumulative total shareholder return on our Common Stock for the last three fiscal years with the cumulative total return for the same period of the Standard & Poor'sPoor’s Smallcap 600 Index and the peer group index. The peer group represents Pyxus International, Inc.(the "Peer Index"). The graph assumes that $100 was invested in Universal CorporationCorporation’s Common Stock at the end of the Company's 2018Company’s 2020 fiscal year, and in each of the comparative indices, in each case with dividends reinvested.

The following charts show the relative components of total compensation for our Chief Executive Officer and our other named executive officers in terms of Base Salary, Short-Term Performance Pay, and Long-Term Performance Pay:

No one form of compensation will perfectly align the financial interests of senior management with those of the shareholders, but we believe the equity award program playsour long-and short-term incentive programs play a significant role in striving to achieve the appropriate balance. Our annual cash incentive payments under the Annual Incentive Plan (i.e. our Short-Term Performance Pay) are based on the Company’s achievement against pre-established performance goals for adjusted diluted earnings per share and adjusted economic profit which we believe are representative of our overall performance. Stock ownership, supported by our equity awardawards program (i.e., our Long-Term Performance Pay), is the most effective way to ensure that management is properly motivated to create long-term shareholder value. To that end, we maintain robust stock ownership guidelines applicable to all named executive officers and other executive officers. As of the record date, June 8, 2021,6, 2023, all of our current named executive officers, except Mr. Kroner, who became a named executive officer as of September 1, 2018, are in excess of their ownership targets and collectively hold beneficial ownership of approximately 2.1%2.4% of our Common Stock. Our named executive officers in the aggregate beneficially own as of the record date approximately $28.9$30.8 million of Common Stock equating to approximately eightten times their combined base salaries. As significant long-term shareholders, our executives are exposed to the same risks as are our investors.

In fiscal 2021, we implemented theWe have a Change of Control Policy applicable to senior management. Please see the section “Change of Control Agreements”Policy” on page 4549 of this Proxy Statement for further information.

We have a recoupment or “clawback” provision applicable to all performance-based compensation.

We also maintain a policy prohibiting hedging and derivatives trading in our Common Stock (pleaseStock. Please see the section “Prohibitions on Hedging” on page 3741 of this Proxy Statement for further information).information about hedges and speculative trading.

In fiscal year 2021,2023, the Compensation Committee reviewed the existing mix, form and calibration of the executive compensation programs and confirmed its commitment to the principles and structure it followed during fiscal year 2020.programs. Some of the significant actions the Compensation Committee undertook in fiscal year 20212023 included:

The Compensation Committee has sole authority to retain experts, consultants and other advisors to aid in the discharge of its duties. The Compensation Committee meets with its independent outside advisor from time to time to discuss developments and best practices and conduct assessments of executive compensation matters. All work completed by the outside advisor, whether for the Compensation Committee or management, is subject to the approval of the Compensation Committee. In fiscal 2021, Willis Towers Watson conducted a formal review and assessment of the Company's executive compensation plans and policies, including the executive compensation program structure and the change in control severance policies. Willis Towers Watson had aggregate fees of approximately $40,800 for executive compensation services in fiscal 2021. The Compensation Committee does not delegate authority to its outside advisor. Willis Towers Watson also providedPwC served as the Compensation Committee’s independent consultant in fiscal year 2023. PwC had aggregate fees of approximately $82,000 for executive compensation services in fiscal year 2023. PwC provides consulting services for the Company's International Savings Plan and provided administrativevaluation services to establish Health Reimbursement Accounts for retirees. The totalour worldwide finance and accounting teams and, in fiscal year 2023, the cost forof these additional services was approximately $96,100.$139,398 for a variety of tax analysis and support services. The Compensation Committee assessed the independence of Willis Towers WatsonPwC pursuant to Item 407(e)(3)(iv) of Regulation S-K and concluded that no conflict of interest exists that would prohibit Willis Towers WatsonPwC from independently representing the Compensation Committee.Committee in fiscal year 2023.

During fiscal year 2020,2023, the Compensation Committee requested that Willis Towers WatsonPwC review and, if necessary, update our peer group list. Willis Towers WatsonPwC evaluated the peer group list in order to discover relevant comparator companies not within our peer group and potentially to identify companies included in our peer group that may no longer be considered comparable. Characteristics considered in this evaluation included industry relevance, similarity of business operations, markets, relevant size,sector, with a focus on companies in tobacco, packaged foods and market capitalization,meats and agricultural products, as well as business operations conducted in similar environments. Willis Towers Watson identified one changerevenue, assets, market capitalization and operational complexity. PwC recommended several changes to the peer group to better align that list with usthe Company in terms of the overall characteristics considered. Although the leaf tobacco industry is highly competitive, Universal and Pyxus International, Inc., are the only global, independent, publicly traded competitors. We, therefore, lack true “peers” within our own industry. In fiscal 2021, the Compensation Committee reaffirmedyear 2023, we adopted the peer group list adopted in the prior fiscal year, consisting of the following companies:below:

Stock Ownership Guidelines

The Compensation Committee believes that it is important to align the interests of members of senior management with those of our shareholders. While the Compensation Committee considers this principle when determining the appropriate mix of base salary, annual cash incentive awards, and long-term equity awards, the Compensation Committee also established stock ownership guidelines that encourage the accumulation and retention of Common Stock.

Our current stock ownership guidelines for seniorexecutive management are expressed as a multiple of base salary, ranging from 2.5 to 6.0 times base salary. The Compensation Committee believes this methodology provides for greater

Under our stock ownership guidelines, executives mustare expected to comply within five years from the date of the executive'sexecutive’s appointment to a qualifying position and certain executives are provided additional time when they receive promotions that result in higher ownership targets. The guidelines apply to our named executive officers in the following manner:

Only shares beneficially owned (as defined by the SEC'sSEC’s rules and regulations) by our executive officers, excluding such executives' Performance Sharesexecutives’ performance share units but including the executive officers'officers’ restricted stock unit awards (and corresponding dividend equivalent rights), are counted in determining compliance with the guidelines. The table below sets forth each of our named executive officers'officers’ stock holdings and value on the record date, June 8, 2021,6, 2023, and the ownership multiple as it pertains to the ownership guidelines.

In addition, the Compensation Committee maintains stock ownership guidelines applicable to the non-employee directors. Information with respect to the non-employee directors'directors’ stock ownership guidelines is set forth in “Non-Employee Director Stock Ownership Guidelines” on page 6776 of this Proxy Statement.

Section 162(m) of the Internal Revenue Code (the “Code”) generally precludes a tax deduction by any publicly-held company for compensation paid to any “covered employee” to the extent the compensation paid to such covered employee exceeds $1 million during any taxable year of the Company. The Tax Cuts and Jobs Act was enacted in the United States in December 2017 and included changes to Section 162(m) of the Code effective in 2018. Prior to 2018, “covered employees” included the Chief Executive Officer of the Company and the three other highest paid officers of the Company (other than the Chief Financial Officer). For 2018 and later years, “covered employees” will include the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, the three other highest paid officers of the Company and any employee who qualified as a “covered person” for any tax year beginning after 2017. For years beginning prior to January 1, 2018, the $1 million deduction limit did not apply to “qualified performance-based compensation” that is based on the attainment of pre-established, objective performance goals established under a stockholder-approved plan. Effective for the years beginning on or after January 1, 2018, there is no exception for “qualified performance-based compensation” from the Section 162(m) limitation. A transition rule however provides that the “qualified performance-based compensation” exemption will continue to apply to awards that are made on or before October 2, 2017, pursuant to a legally binding contract in effect at such time that is not materially modified thereafter. A number of requirements must be met under Section 162(m) of the Code in order for particular compensation to so qualify for the exception such that there can be no assurance that “qualified performance-based compensation"compensation” will be fully deductible under all circumstances. We believe that it is important to preserve flexibility in administering compensation programs to promote various corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Internal Revenue Code. Amounts paid under our compensation programs may not be deductible as the result of Section 162(m). While our policy is generally to preserve corporate tax deductions, the Compensation Committeeit may concludebe concluded that certain compensation arrangements are in our best interests and the best interests of our shareholders despite the fact that such arrangements might not, in whole or part, qualify for tax deductibility. We intend to design our executive compensation arrangements to be consistent with our best interests and the interests of our shareholders.

All of our cash incentive awards, as well as performance-based equity awards are subject to a recoupment or "clawback"“clawback” provision. The purpose of the clawback provision is to authorize the potential recovery or adjustment of awards when the performance measures on which such awards were based are restated in a manner that would have decreased the amount of the award had the restated performance measure been used to calculate the original award, or when the award is otherwise deemed inappropriate by the Compensation Committee due to the occurrence of certain stated events. In the event of a material restatement of our financial statements, we may seek recoupment of incentive compensation and equity awards paid under our incentive plans for all relevant performance periods. The clawback provision applied to all cash incentive and equity awards made during fiscal year 2021.2023.

Management has also implemented additional effective controls to minimize potential unintended or willful reporting errors. In addition, the Compensation Committee also has the discretion to reduce or eliminate an executive'sexecutive’s incentive compensation and equity awards or seek a recoupment of the same, in the event of ethical misconduct. The Compensation Committee reviews cash incentive payments, performance-based equity awards, and other performance-based awards that are made to all current and former officers on the basis of having met or exceeded performance goals. Appropriate action will be taken after considering all factors and circumstances.

In addition to the clawback provision, our Benefit Restoration Plan includes a forfeiture provision whereby a participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan, if we terminate the participant'sparticipant’s employment as a result of a participant'sparticipant’s fraud, dishonesty, or embezzlement where the participant has been materially, unjustly enriched by such conduct.

The Company prohibits all directors, officers and employees from engaging in speculative trading and hedging shares of Company securities, including Common Stock. This includes prohibitions against short-selling Company securities and transactions in any derivative of Company securities, including publicly traded options for hedging and similar transactions. Directors, executive officers and employees are prohibited from writing call or put options relative to the Company’s securities. Further, directors, officers and employees are restricted from buying Company securities on margin or using Company securities as collateral for a loan. In addition, directors and executive officers are prohibited from pledging Company securities without prior approval from the General Counsel and then only if the amount of Company securities pledged is not significant and such director or executive officer can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities. Additionally, the Company’s Code of Conduct prohibits trading for directors, officers and certain employees during designated blackout periods and requires approval by the Company’s legal department prior to any tradetrade.

The Universal Corporation 2017 Stock Incentive Plan was approved by the Compensation Committee and subsequently our shareholders at our 2017 Annual Meeting. This plan replaced our 2007 Stock Incentive Plan. The 2017 Stock Incentive Plan serves as the core program for the performance-based compensation components of our named executive officers'officers’ total compensation. The 2017 Stock Incentive Plan defines the incentive arrangements for eligible participants and:

The Compensation Committee targets a specific mix of compensation components, with the intent to make each component of total direct opportunity compensation competitive with other companies of similar size and operational characteristics, while also linking compensation to individual and corporate performance and encouraging stock ownership by senior management. In fiscal 2020,year 2023, the Compensation Committee engaged its independent advisorcompensation consultant to assess the market alignment and competitiveness of the Company'sCompany’s executive compensation programs, whichprogram with the objective of maintaining our compensation philosophy to attract, motivate and retain the management talent required to achieve our business objectives. This assessment included a peer group review, a compensation comparison review and a review of the overall design and alignment to the market of the company'sCompany’s executive compensation programs,programs. This also included a review of the short and long term incentive pay practices, vesting practices and performance metrics in our peer group including compensation philosophy, annuala peer group analysis of the use of alternative metrics and long-term incentive plans, stock ownership guidelines, benefit plans and executive perquisites, severance policies, change of control policies, corporate governance and outside directors practices.measures. Based upon this review, the Compensation Committee believes that the various elements of our compensation program are fair, equitable and competitive with comparable companies, while effectively achieveachieving the objective of aligning compensation with financial performance measures that are directly related to our financial goalsgoal to drive organizational performance and creation ofcreate shareholder value, and without encouraging executives to take unnecessary and excessive risks. In fiscal 2021, the Compensation Committee incorporated an Acquisition Performance Modifier, which would increase or decrease the payout percentage of the annual cash incentive award based upon financial performance goals established for the Company's recent acquisition.

In determining executive compensation, the Compensation Committee reviews all components of the Chief Executive Officer'sOfficer’s and each other named executive officer'sofficer’s total compensation, including retirement benefits and the costs of all perquisites received to ensure such compensation meets the goals of the program. As a part of this review, the Compensation Committee considers corporate performance information, compensation survey data, the advice of its independent advisor, and the recommendations of management. The Compensation Committee also takes into consideration individual and overall company operating performance to ensure executive compensation reflects past performance as well as future potential and adequately differentiates between employees, based on the scope and complexity of the employee'semployee’s job position, market comparisons, individual performance and experience, and our ability to pay. The Chief Executive Officer'sOfficer’s performance is reviewed annually by the Compensation Committee priorwith respect to considering changes in compensation. The Chief Executive Officer'sOfficer’s performance is evaluated in light of company performance, as described in greater detail below, and non-financial goals and strategic objectives selected by the Compensation Committee. Based on its review, the Compensation Committee believes total compensation for each of the named executive officers is reasonable and not excessive.

In addition, the Compensation Committee evaluates the amount of compensation apportioned to base salary, annual cash incentive awards, and long-term equity participation, which we refer to as total direct opportunity compensation. The Compensation Committee sets target levels for each component of total direct opportunity compensation based on its desire to link compensation to individual and corporate performance and to ensure that a sufficient amount of compensation is performance-based or “at risk."” The Compensation Committee set the following target percentages for the components of our named executive officers'officers’ total direct opportunity compensation for fiscal year 2022:2024:

The Compensation Committee approved the following base salaries for fiscal years 2020, 20212022, 2023 and 20222024 for our named executive officers, which became effective April 1, 2019, 20202021, 2022, and 2021,2023 respectively:

As part of the compensation setting process for fiscal years 20212023 and 2022,2024, the Compensation Committee met periodically with Mr. G. Freeman, our Chairman, President and Chief Executive Officer, reviewing his performance and the Company's performance.Company’s performance taking into consideration the Compensation Committee's guiding philosophy. The Compensation Committee also evaluated Mr. G. Freeman'sFreeman’s compensation level, considering the average base salaries of the chief executive officers at the companies included in the peer group approved for use beginning in fiscal 2021.group. The Compensation Committee believed the new base amount was appropriate and not excessive when viewed in context with chief executive officer compensation for the peer group. The Compensation Committee also reviewed a variety of compensation surveys and published statistical reports. The Committee also considered affordability within the Company'sCompany’s business plans. After consultation with Willis Towers Watson,plans as well as management,management’s recommendation based upon annual compensation surveys and published statistical reports as well as consultation from its independent advisor. Mr. G. Freeman'sFreeman’s total direct opportunity compensation was increased for fiscal year 20212023 by 2.0%5%, or $76,600.$195,700. This total increase was apportioned $18,900$48,900 to base salary, $18,900$48,900 to the target annual cash incentive award and $37,800$97,900 to the target annual long-term incentive award. For fiscal year 2022,2024, Mr. G. Freeman'sFreeman’s total direct opportunity compensation was increased by 1.5%4.5% or $57,900.$184,800. This total increase was apportioned $14,500$46,200 to base salary, $14,500$46,200 to target annual cash incentive award and $28,900$92,400 to the target annual long term incentive award.

ForIn fiscal year 2021, the Compensation Committee re-evaluated the apportionment of Mr. Kroner'sKroner’s compensation that was established with his promotion to Senior Vice President and Chief Financial Officer in 2018 between base salary, annual cash incentive awards and the long-term equity participation. The Compensation Committee determined that it should increase Mr. Kroner'sKroner’s performance-based compensation, to better align it with chief financial officers in our peer group, and consistent with growth in his new role. After consultation with Willis Towers Watson, as well as management,For fiscal year 2023, Mr. Kroner'sKroner’s total direct opportunity compensation was increased for fiscal year 2021 by 15%5.0% or $190,200.$72,400. This total increase was apportioned $0$23,500 to base salary, $47,600$18,100 to the target annual cash incentive award and $142,600$30,800 to the target annual long-term equity awards.award. For fiscal year 2022,2024, Mr. Kroner's totalKroner’s direct opportunity compensation was increased by 1.5%4.5% or $21,400.$68,400. This total increase was apportioned $7,000$22,200 to base salary, $5,300$17,100 to the target annual cash incentive award and $9,100$29,100 to the target long-term equity award.

The Annual Incentive Plan provides that participants in the plan include persons who are executive officers of the Company or any Subsidiarysubsidiary (as defined in the Annual Incentive Plan) for purposes of the Exchange Act, selected from time to time by the Compensation Committee to participate in the Annual Incentive Plan. These executive officers, which include our named executive officers, may receive annual cash incentive awards that vary from year to year based upon corporate and individual performance. We believe annual cash incentive awards drivealign the interests of our key employees to strive to maximize shareholder valueour shareholders and provide a means for recognizing individual contribution to our overall results. In fiscal year 2021, the Compensation Committee incorporated an Acquisition Performance Modifier into the annual cash incentive program of the named executive officers (and certain other executives). The core design of the Annual Incentive Plan, including the financial performance measures, the threshold level, and maximum level payout opportunities did not change. However the Compensation Committee adopted the Acquisition Performance Modifier to increase or decrease the cash bonus payout percentage based upon the performance goals established for the recent acquisition. The Acquisition Performance Modifier is further described on pages 41-42, below. The total cash incentive awards earned for fiscal year 20212023 by our named executive officers were approved by the Compensation Committee on May 20, 2021,June 1, 2023, and are set forth in the Column, “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 4751 of this Proxy Statement.

Annual cash incentive payments under the Annual Incentive Plan are paid based on the Company'sCompany’s achievements against pre-established performance metrics as set by the Compensation Committee. The annual cash incentive awards to our named executive officers in fiscal year 20212023 were based 50% on the generation of adjusted economic profit, a metric very similar to economic value added, and 50% on the generation of adjusted earnings per share. We use adjusted economic profit and adjusted earnings per share, as these performance measures strongly encourage capital discipline and better investment decisions and lead to enhanced cash flow. The Compensation Committee also believes that these measures are representative of our overall performance, and they provide transparency to investors and enable period-to-period comparability of financial performance. For purposes of the Annual Incentive Plan, adjusted economic profit is described as consolidated earnings before interest and taxes after certain adjustments, minus a capital charge equal to our weighted average cost of capital times average adjusted funds employed, and we define “adjusted earnings per share” as the fully-diluted earnings per share of Common Stock, adjusted to exclude extraordinary gains and losses, restructuring and impairment, and annual cash incentive award accruals under the Annual Incentive Plan. EconomicAdjusted economic profit and adjusted earnings per share should not be considered as alternatives to net income or earnings per share determined in accordance with generally accepted accounting principles in the United States.

During fiscal year 2020,2023, the Compensation Committee conducted a formal review and assessment with its independent advisor of the Company'sCompany’s executive compensation program, including the annual incentive and long-term award program. During this review, the Compensation Committee reviewed and reaffirmed the performance metrics and performance goals under the programs including the use of adjusted earnings per share as a performance goal in the annual incentive and long-term performance award program as itprogram. The Company is focused on sustainable shareholder value and continuing our more than 50-year history of dividend increases. Adjusted earnings per share is a performance measure that is directly related to our financial goals and is an important driver of shareholder value. The Compensation Committee recognizes that the short and long-term incentive arrangements are based on similar metrics, but it considers profitability as our key driver of financial health and performance. The Company does not provide forward earnings guidance and is not required to do so. As such, we do not disclose performance targets applicable to our annual incentive plan or our performance sharesshare units until after they are earned. We also believe that such disclosure would result in competitive harm to the Company. Our business is not capital intensive and we believe that adequate free cash flow is generated at acceptable levels of profitability.

Participants in the Annual Incentive Plan are eligible to receive an annual cash incentive award equal to a percentage of their base salary in the event certain threshold levels are met for adjusted economic profit, a metric very similar to economic value added, and adjusted earnings per share. The following table sets forth the threshold, target and maximum levels for the adjusted economic profit and adjusted earnings per share metrics that were applicable for fiscal year 20212023 awards under the Annual Incentive Plan:

Each year, the Compensation Committee approves percent-of-target performance tables for each performance measure. As the Company performance deviates from targeted performance, the percentages in the tables increase or decrease at an accelerated rate. Once the adjusted economic profit and adjusted earnings per share performance measures have been calculated for the applicable fiscal year, the Compensation Committee compares the calculated performance to the preapproved tables to determine the percentage to apply to the executives'executives’ target bonus opportunity amounts. The Compensation Committee applies the resulting percentage to the target bonus opportunity amount to determine the annual cash incentive award each executive is eligible to receive. Annual cash incentive awards are capped at two times the target bonus opportunity percentage for each criterion, regardless of how much the Company'sCompany’s performance exceeded the target level for either criteria. In addition, the Compensation Committee reserves the right to exercise negative discretion in adjusting any incentive awards, but the Compensation Committee has no discretion to increase the awards. The Compensation Committee does not award any discretionary, non-performance based annual cash incentive awards if the performance goals are not achieved.

In fiscal 2019, theThe Company has previously announced an enhanced capital allocation strategy that includedfocuses on four strategic priorities: strengthening and investing for growth in our tobacco business; increasing our strong dividend; exploring growth opportunities in adjacent industriesthe plant-based agri-products platform; and inreturning excess capital through share repurchases. Between fiscal 2020,years 2019 and 2022, the Company acquired FruitSmart, Inc., as a preliminary stepmade three acquisitions in building and enhancing a plant-based ingredients platform to deliver long-term growth and shareholder value. In May 2020, theplatform. The Compensation Committee incorporated an Acquisition Performance Modifier which would increase or decreaseapplies the cash incentive payout underperformance goals of the core Annual Incentive Plan based uponto all the performance goals established for FruitSmart, Inc. At that time,Company operations which include the Compensation Committee adopted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) as the performance measure. The Committee also approved a percent-of-target table for this performance measure. Once the EBITDA of FruitSmart was calculated, the Committee compared the performance to the pre-approved tableTobacco Operations segment and the Compensation Committee applied the resulting achievement percentage to the applicable achievement percentage under the core Annual Incentive Plan.

Using Mr. G. Freeman as an example, the Company generated positiveadjusted economic profit and positive adjusted earnings per share duringabove the target level for fiscal year 2021,2023, with adjusted earnings per share and adjusted economic profit substantially exceeding the threshold and target levels under the Annual Incentive Plan.targets. The adjusted economic profit and adjusted earnings per share performance measures for the year corresponded to 114.1%161.4% achievement of the target levels on the Compensation Committee'sCommittee’s pre-approved tables. However, while the acquisition's performance generated positive EBITDA, it was less than the aggressive pre-Covid-19 target set by the Compensation Committee. This resulted in an Acquisition Performance Modifier of negative 10%. Therefore, Mr. G. Freeman's 114.1% achievement of targetConsequently, for fiscal year 2021 was reduced by 10% to 104.1%. Consequently, for fiscal 2021,2023, Mr. G. Freeman'sFreeman’s award amount was $1,003,940.$1,658,900.

The following table lists the target bonus opportunity percentages, the target bonus opportunity amounts, the maximum bonus opportunity amounts, and the actual cash incentive awards for fiscal year 20212023 for our named executive officers:

The Compensation Committee administers the Universal Corporation 2017 Stock Incentive Plan and the 2007 Stock Incentive Plan, as amended and restated, pursuant to which the Compensation Committee grants to key executive officers restricted stock units and Performance Sharesperformance share units based upon a determination of competitive aggregate compensation levels. The primary objectives of issuing long-term equity awards are to encourage significant ownership of Common Stock by management which provides long-term financial incentives linked directly to market performance of our Common Stock. In addition, long-term equity awards are aligned with the interests of our shareholders as the awards deliver value based on shareholder return and promote retention of management, as well as reinforce other long-term business objectives such as the Company's fundamental responsibility to our stakeholders to maintain high ethical, social and environmental standards in support of a sustainable supply chain. The Compensation Committee believes that significant ownership of Common Stock by senior management is the optimal method to align the interests of management to our shareholders and to ensure the proper focus on long-term business strategies. The long-term equity awards deliver value based on shareholder return and reinforce other stakeholders.long-term business objectives such as the Company’s fundamental responsibility to our stakeholders to maintain high ethical, social and environmental standards in support of a sustainable supply chain. Our compensation structure is designed to deliver a significant portion of total direct opportunity compensation in the form of long-term equity awards with 35% to 50% for named executive officers. In addition, long term equity awards encourage significant ownership which provide long-term financial incentives and promote retention of management.

With the exception of new hires or promotions, long-term incentives are awarded annually, within twelve business days following the public release of our annual earnings. The Compensation Committee selected this timing, because it enables us to consider the prior year performance of the Company and the participants and our expectations for the next performance period, while also guaranteeing thatmaking the annual awards will be made after we publicly disclose our performance for the year. The awards also are made as early as practicable in our fiscal year in order to maximize the time period for the incentives associated with the awards. The Compensation Committee'sCommittee’s schedule is determined between six and twelve months in advance, though changes may occur, and the proximity of any awards to market events other than earnings announcements is coincidental.

We currently use restricted stock units and Performance Sharesperformance share units as the preferred forms of long-term equity participation. Restricted stock units are used as a cost-effective addition to the compensation mix because such awards do not require the issuance of Common Stock until vesting. Our use of Performance Sharesperformance share units as a long-term equity award places greater emphasis on our long-term financial performance and subjects a higher percentage of the long-term incentive awards to risk based on such performance. Performance Sharesshare units focus greater attention and rewards on the key underlying drivers of shareholder value, and are granted annually, with overlapping multi-year performance cycles. Performance Shares vestshare units are earned on the last day of the performance period selected by the Compensation Committee and vest and are earned and paid out based onsubject to the Company'sCompensation Committee’s approval of the Company’s achievement of certainthe performance measures previously selected by the Compensation Committee. Performance Sharesshare units do

For awards granted in fiscal years 2019, 20202021, 2022, and 2021,2023 the Compensation Committee selected average adjusted earnings per share as the appropriate criterion for use with Performance Sharesperformance share units and set the performance period at three fiscal years, which began April 1 of each fiscal year. Adjusted earnings per share is calculated in the same manner as it is with Annual Incentive Plan awards.awards with an adjustment in fiscal year 2021 for the ingredients acquisitions. The threshold levels for adjusted earnings per share performance were set based on levels of performance that were believed to be achievable. The

For the fiscal year 20212023 long-term equity awards awarded in May 2020,June 2022, the Compensation Committee determined that one-half should consist of three-year Performance Sharesperformance share units and the remaining one-half should consist of five-yearthree-year restricted stock units. The Compensation Committee used an equal mix of Performance Sharesperformance share units and restricted stock units because it believes that such mix represents the appropriate balance for our Company in rewarding stock appreciation and relative shareholder return, while also placing sufficient emphasis on our overall financial performance. The same structure was approved by the Compensation Committee for fiscal year 2022. On May 20, 2021,2024. In addition, effective in fiscal year 2022, the Compensation Committee adopted the use of three-year cliff vesting restricted stock units rather than five-year cliff vesting. This change was recommended by Willis Towers Watsonthe Compensation Committee’s independent advisor and was consistent with our peer group and current market practice. All pastPast restricted stock units were awarded with five-year cliff vesting, and all fiscal year 2022 restricted stock units were awarded with three-year cliff vesting. All restrictedRestricted stock units earn dividend equivalent units during the respective vesting periods. These dividend equivalent units only vest when the underlying award of restricted stock units vest. In addition, our named executive officers have additional vesting restrictions or holding period requirements on their restricted stock unit awards in accordance with Section 409(a) of the Internal Revenue Code.

On June 1, 2017,May 23, 2019, we awarded Performance Sharesperformance share units for the three-year performance period from April 1, 20172019 through March 31, 2020.2022. Those awards vested on March 31, 20202022 and the payout was approved by the Compensation Committee on May 28, 2020.June 2, 2022. The performance measure was the three-year average of the adjusted earnings per share with earnings per share calculated in the same manner as it is with the Annual Incentive Plan awards.awards with an adjustment in fiscal year 2021 for the recent ingredients acquisitions. We generated average adjusted earnings per share for the performance period covering fiscal years 20182020 through 20202022 that exceededfell well below the target levels. The following table sets forth the threshold, target and maximum levels for the adjusted earnings per share metrics applicable forto the performance share units awarded in fiscal year 2018 award:2020:

A reconciliation of average adjusted earnings per share of $4.17$3.90 for the performance period covering fiscal years 20182020 through 20202022 is as follows:

The average adjusted earnings per share performance measure for the performance period exceeded the threshold level, but fell below the target level on the Compensation Committee'sCommittee’s pre-approved percent-of-target performance table. The payouts of the fiscal year 2018 Performance Share2020 performance share units awards were, therefore, made at 106%80% of the target award levels.

In fiscal year 2021,2023, the Compensation Committee granted Performance Sharesperformance share units and restricted stock units to key executives pursuant to the 2017 Stock Incentive Plan. The Compensation Committee granted a total of 63,050 Performance Shares48,315 performance share units and 63,05065,405 restricted stock units to 1535 executives. The number of Performance Sharesperformance share units and restricted stock units granted to our named executive officers in fiscal 2021,year 2023, were as follows:

In addition, we provide certain other benefits to our executives, including our named executive officers. The Compensation Committee believes these other benefits provide security for current and future needs of the executives and their families and therefore assist in attracting and retaining them. These other benefits are structured to be within the competitive range relative to our peer group. In general, we do not provide our executives with many of the types of perquisites that other companies offer their executives, such as the personal use of a corporate aircraft, car allowances, social memberships or club dues, or preventative health evaluations. We also do not utilize tax gross-ups. The Compensation Committee re-evaluates and has approved the very limited types of perquisites that we offer on a regular basis. The additional benefits we provide or have provided to some of our executives during fiscal year 20212023 consist of financial planning and tax preparation services and matching gifts from the Company'sCompany’s charitable foundation and are included in the amounts set forth in Column (i) “All Other Compensation”, in the “Summary Compensation Table”, and separately disclosed in Footnote 5 to that table on pages 4751 and 4852 of this Proxy Statement.

Our named executive officers are covered by a defined benefit retirement plan, a supplemental retirement plan, deferred income plans, and a 401(k) savings plan.Savings Plan. Our named executive officers are also covered by the Change of Control Policy. Additional details and all amounts earned by our named executive officers or contributed by us to our named executive officers through those benefits are disclosed in this Proxy Statement where noted below.

To the extent benefits payable to our employees at retirement pursuant to the Pension Plan exceed amounts that may be payable under applicable provisions of the Internal Revenue Code, such benefits will be paid under our supplemental retirement plan called the Universal Leaf Tobacco Company, Incorporated 1996 Benefit Restoration Plan, which we refer to as the Benefit Restoration Plan. Further information about the Benefit Restoration Plan is set forth in the "Pension Benefits"“Pension Benefits” table and related footnotes beginning on page 5357 of this Proxy Statement.

We offer our employees at all employees, including our named executive officers,U.S. locations the opportunity to participate in the Employees' 401(k) Savings Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies,Plans in which we refermatch up to as the 401(k) Plan.5% of employee deferrals. We also have a non-qualified deferred plan available to certain executives. Further information about the 401(k) Savings Plan and the non-qualified deferred plan is set forth under "Non-Qualified“Non-Qualified Deferred Compensation"Compensation” beginning on page 5559 of this Proxy Statement.

During fiscal year 2021, we didWe do not offer severance agreements to our named executive officers, nor diddo we offer them agreements for employment or retention with our company. However, to ensure that we have the continued dedicated service of certain executive officers notwithstanding the possibility, threat, or occurrence of a change of control, in May 2020 following an executive compensation evaluation performed by Willis Towers Watson, the Compensation Committee reviewed and proposed for adoption by the Company the "double-trigger"“double-trigger” Change of Control Policy. This Change of Control Policy provides eligible executives with the opportunity to receive severance benefits if a Change in Control of the Company occurs in combination with other specified events, a change recommended by Willis Towers Watsonthe Compensation Committee’s independent advisor to align with market practices. The purpose and intent of this Policy is to attract and retain key executives and to improve productivity by reducing distractions resulting from a potential Change in Control situation, all of which are in the best interest of the Company and its shareholders. The Compensation Committee submitted the adoption of the Policy to the Board of Directors for approval, and the Board of Directors approved, effective May 26, 2020, the establishment of the Policy. Following the establishment of the Change of Control Policy, the Company terminated its existing Change of Control Agreements with Mr. G. Freeman and Mr. Wigner on May 26, 2020, since both Mr. G. Freeman and Mr. Wigner are eligible executives under the Policy.

The Compensation Committee believes that this Policy serves the best interests of Universal Corporationthe Company and our shareholders by ensuring that if a hostile or friendly change of control is ever under consideration, our executives are able to perform their duties and responsibilities and advise the Board of Directors about whether the potential transaction is in the best interests of shareholders, without being unduly influenced by the distracting uncertainty and risk associated with a change of control, such as fear of the economic consequences of losing their jobs as a result of a change of control. The terms and conditions of the Policy are described under "Summary“Summary of Termination Payments and Benefits"Benefits” beginning on page 5761 of this Proxy Statement.

At the 2017 Annual Meeting of Shareholders, a large majority of our shareholders approved, on a non-binding basis, the holding of the non-binding vote on the compensation of our named executive officers on an annual basis. Under federal securities laws, at least every six years we must provide shareholders an opportunity to vote on a non-binding advisory resolution approving the frequency (every one, two or three years) of the advisory vote on named executive officer compensation. We include such a vote this year. See "Proposal Three" on page 80 of this Proxy Statement. We are also including the non-binding advisory resolution approving the compensation of our named executive officers in this Proxy Statement. See "Proposal Two"“Proposal Two” on page 6979 of this Proxy Statement.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the subsequent rules and regulations promulgated by the SEC, require a non-binding advisory resolution approving the compensation of our named executive officers, which we have implemented on an annual basis. The vote on this proposal is non-binding, and will not be construed as overruling a decision by the Company or the Board of Directors. This vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for us or the Board of Directors. However, the Board of Directors values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future decisions on named executive officer compensation as it deems appropriate.

We have reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with management. Based on that review and discussion, we have recommended to the Board of Directors that the “Compensation Discussion and Analysis” section be included in this Proxy Statement.