[DEFR14A] Universal Corporation Revised Proxy Statement

Rhea-AI Filing Summary

Form 4 filing summary for Taylor Morrison Home Corp. (TMHC): Director Christopher J. Yip reported the acquisition of 387 deferred stock units (DSUs) on 06/30/2025. Each DSU is economically equivalent to one share of TMHC common stock and was received under the company’s Non-Employee Director Deferred Compensation Plan as an election to defer cash retainer and committee fees. The transaction is coded “A,” signifying an award and not an open-market purchase.

After the transaction, Yip’s aggregate holding stands at 14,664 DSUs. The units will settle in common shares upon the earlier of (i) 01-Sep-2027, (ii) the director’s separation from the board, or (iii) a change of control. No common-stock sales or purchases were reported, and no cash price was involved.

The award is relatively small in size and routine in nature, providing limited insights into the company’s near-term fundamentals or insider sentiment beyond ongoing board-level equity alignment.

Insights

Securities Analyst

TL;DR: Routine director DSU award; negligible financial impact, neutral signal.

This Form 4 discloses that Director Christopher Yip added 387 DSUs—about 0.002 % of TMHC’s ~119 million basic shares outstanding—via deferred compensation. The grant increases his total deferred equity to 14,664 units, reinforcing long-term alignment but lacking material size to influence valuation or liquidity. Because the DSUs vest automatically on separation or 09/01/2027, the award neither alters cash flow nor indicates an active bullish stance through open-market buying. In my view, the filing is neutral for investors and does not change the core investment thesis.

DEFR14ATRUE000010203700001020372024-04-012025-03-31

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. 1)

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o			Preliminary Proxy Statement
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x			Definitive Proxy Statement
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o			Soliciting Material under § 240.14a-12

UNIVERSAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Explanatory Note

Universal Corporation (the “Company”) is filing the attached proxy card solely to replace the sample proxy card included in the Definitive Proxy Statement (the “Proxy Statement”) that the Company originally filed with the Securities and Exchange Commission on July 1, 2025. After filing the Proxy Statement, the Company discovered that an incorrect version of the sample proxy card was inadvertently filed with the Proxy Statement.

Please note that no changes have been made to the body of the Proxy Statement and that the correct version of the proxy card has been included in the Proxy Statement that was made available to the Company’s shareholders.

[FORM OF PROXY]

UNIVERSAL CORPORATION C/O BROADRIDGE PO BOX 1342 EDGEWOOD, NY 11717			VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 08/04/2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1			ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
			VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 08/04/2025. Have your proxy card in hand when you call and then follow the instructions.
			VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

			CONTROL#			0
NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K			SHARES						123,456,789,012.1234 123,456,789,012.1234 123,456,789,012.1234 123,456,789,012.1234 123,456,789,012.1234 123,456,789,012.1234 123,456,789,012.1234 123,456,789,012.1234
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The Board of Directors recommends you vote FOR the following nominees:

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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1. Election of Directors:

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Nominees

01 Lennart R. Freeman (3-year term) 02 Fotini E. Manolios (3-year Term) 03 Preston D. Wigner (3-year Term)

The Board of Directors recommends you vote FOR proposal 2.

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2. Approve a non-binding advisory resolution approving the compensation of the named executive officers.

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The Board of Directors recommends you vote FOR proposal 3.

3. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2026.

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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com

UNIVERSAL CORPORATION
Annual Meeting of Shareholders
August 5, 2025 11:00 AM Eastern Time
This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) Johan C. Kroner and Catherine H. Claiborne, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of UNIVERSAL CORPORATION that the shareholder(s) is/are entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders to be held at 11:00 AM, ET on August 5, 2025, at Universal Corporation, 9201 Forest Hill Avenue, Stony Point II Building, Richmond, Virginia 23235, and any adjournments or postponements thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR all director nominees in Proposal 1 and FOR Proposals 2 and 3, and in the best judgment of the named proxies after consultation with the Board of Directors or, if no recommendation is given, in their own discretion for other matters that may properly be presented for action at the Annual Meeting of Shareholders.

Continued and to be signed on reverse side

FAQ

How many shares did TMHC director Christopher Yip acquire?

He acquired 387 deferred stock units, each convertible into one common share.

What is the total TMHC equity holding of Christopher Yip after the transaction?

His aggregate holding rose to 14,664 deferred stock units.

Was the transaction an open-market purchase of TMHC stock?

No. The DSUs were granted under the Non-Employee Director Deferred Compensation Plan and involve no cash purchase.

When will the deferred stock units convert into TMHC common shares?

They convert upon the earliest of September 1, 2027, Yip’s board departure, or a change in control.

Does the filing indicate positive or negative insider sentiment toward TMHC?

The transaction is routine compensation and neutral; it does not strongly signal bullish or bearish sentiment.