Universal Corporation
UNIVERSAL CORP /VA/ (Form: 8-K, Received: 08/08/2017 06:01:58)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________

FORM 8-K
____________________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 3, 2017
____________________________________________

UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________


Virginia
 
001-00652
 
54-0414210
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
9201 Forest Hill Avenue, Richmond, Virginia
 
 
 
23235
(Address of principal executive offices)
 
 
 
(Zip Code)

Registrant’s telephone number, including area code
(804) 359-9311

Not applicable
(Former name or former address, if changed since last report)
____________________________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company      ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.              ¨






Item 5.07.
Submission of Matters to a Vote of Security Holders.

At the 2017 Annual Meeting of Shareholders (the "2017 Annual Meeting"), held August 3, 2017, the Company’s shareholders (i) elected each of the persons listed below as a director for a term of three years, (ii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, (iii) approved a one-year frequency for the non-binding shareholder vote to approve the compensation of the Company's named executives officers, (iv) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2018, and (v) approved the Universal Corporation 2017 Stock Incentive Plan.

As of June 9, 2017, the Company had 25,319,389 shares of common stock outstanding, each of which was entitled to one vote per share. The majority of shares entitled to vote constituted a quorum.

The Company’s shareholders voted as follows:

Proposal 1 - Election of Directors.

 
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
George C. Freeman, III
 
20,110,314

 
727,974

 
2,452,758

 
 
 
 
 
 
 
Lennart R. Freeman
 
20,622,060

 
216,229

 
2,452,758

 
 
 
 
 
 
 
Eddie N. Moore, Jr.
 
19,627,110

 
1,211,178

 
2,452,758


Messrs. G. Freeman, L. Freeman and Moore were elected to three-year terms. The terms of office of the following directors continued after the 2017 Annual Meeting: John B. Adams, Jr., Diana F. Cantor, Thomas H. Johnson, Michael T. Lawton, and Robert C. Sledd.

Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
19,276,378

 
1,460,075

 
101,835

 
2,452,758


Proposal 3 - Approval on a non-binding advisory basis of the frequency of the non-binding advisory vote on the compensation of the Company's named executive officers.

1-year
 
2-years
 
3-years
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
15,839,724

 
88,053

 
4,850,678

 
59,834

 
2,452,758


Proposal 4 - Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2018.

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
22,762,844

 
501,235

 
26,967

 
(NONE)

Proposal 5 - Approval of the Universal Corporation 2017 Stock Incentive Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
19,563,424

 
1,161,585

 
113,279

 
2,452,758






Proposal 6 - The shareholder proposal requiring the Company to prepare a report on the benefits and drawbacks of participation in mediation of alleged human rights violations through National Contact Point was not voted on because it was not properly presented at the meeting, as neither the shareholder proponent nor their designee was in attendance.

Item 8.01.
Other Events.

In light of the Company's prevailing practice and the results of the non-binding advisory vote on Proposal 3, on August 3, 2017, the Board of Directors chose a one-year frequency for seeking a non-binding advisory vote of the Company's shareholders approving the compensation of the Company's named executive officers. Such decision shall stand until the next required vote on the frequency of the shareholder non-binding advisory vote on the compensation of the Company's named executive officers.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
UNIVERSAL CORPORATION
 
 
(Registrant)
 
 
 
 
 
Date:
August 7, 2017
By:
/s/ Preston D. Wigner
 
 
 
 
Preston D. Wigner
 
 
 
 
Vice President, General Counsel, and Secretary