Universal (UVV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 6, 2024, to elect three directors, approve executive compensation, and ratify Ernst & Young LLP as auditor.

• Fiscal 2024 saw strong tobacco operations, investments in plant-based ingredients, and progress on sustainability goals.

• Company returned $83.1 million to shareholders in 2024 and announced its 54th consecutive annual dividend increase.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms, a non-binding say-on-pay resolution, and auditor ratification.

• Board recommends voting FOR all proposals.

• No other matters are expected, but proxies may vote on additional items if raised.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with a Lead Independent Director role to ensure independent oversight.

• Five standing committees: Audit, Compensation, Executive, Finance and Pension Investment, and Nominating and Corporate Governance.

• Board diversity includes gender and racial representation, with a skills matrix guiding director selection.

• Directors are expected to attend annual meetings; all but one attended in 2023.