UVV DEF 14A Report ended March 31, 2020

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(1)	to elect as directors the three nominees to the Board of Directors named in the accompanying Proxy Statement to serve three-year terms;

(2)	to approve a non-binding advisory resolution approving the compensation of our named executive officers;

(3)	to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2021 ; and

(4)	to act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.

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Q:	Who is asking for my vote and why are you sending me this document?

A:

The Board of Directors asks that you vote on the matters listed in the Notice of Annual Meeting of Shareholders, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card or voting instruction to our shareholders in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting. A proxy, if duly executed and not revoked, will be voted and if it contains any specific instructions, it will be voted in accordance with those instructions.

Q:	Who is eligible to vote?

A:

You may vote only if you owned shares of Universal Corporation common stock, which we refer to as Common Stock, at the close of business on June 9, 2020 , the record date established by the Board of Directors under Virginia law for determining shareholders entitled to notice of and to vote at the Annual Meeting. We had outstanding as of the record date 24,480,498 shares of Common Stock, each of which is entitled to one vote per share.

Q:	What is a proxy?

A:

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document also is called a proxy or a proxy card. Messrs. Johan C. Kroner and Preston D. Wigner have been designated as proxies or proxy holders for the Annual Meeting. Proxies properly executed and received by our Secretary prior to the Annual Meeting and not revoked will be voted in accordance with the terms thereof.

Q:	What is a voting instruction?

A:	A voting instruction is the instruction form you receive from your bank, broker, or other nominee if you hold your shares of Common Stock in street name, which we refer to as broker shares. The instruction form instructs you how to direct your bank, broker, or other nominee, as record holder, to vote your shares of Common Stock.

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Q:	What am I voting on at the Annual Meeting?

A:	You will be voting on the following matters:

•	The election of the three nominees to the Board of Directors set forth in this Proxy Statement to serve three-year terms;

•	The approval of a non-binding advisory resolution approving the compensation of our named executive officers;

•	The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2021 ; and

•	Any other business properly raised at the Annual Meeting or any adjournments or postponements thereof.

Q:	What constitutes a quorum and how many votes must be present to hold the Annual Meeting?

A:

In order for the Annual Meeting to be conducted, a majority of the shares entitled to vote (i.e., a majority of the outstanding shares of Common Stock as of the record date) must be present in person or represented by proxy at the Annual Meeting for the transaction of business at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes, and broker shares that are voted on any matter are included in determining the number of votes present. Broker shares that are voted on at least one matter will be counted for purposes of determining the existence of a quorum for the transaction of business at the Annual Meeting. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present. In the event that a quorum is not present at the Annual Meeting, it is expected that the Annual Meeting will be adjourned or postponed to solicit additional proxies. It is very important, therefore, that you vote your shares.

Q:	What vote is needed to elect directors?

A:	The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of Common Stock voted in the election of directors.

Q:	What vote is needed to approve the non-binding advisory resolution approving the compensation of our named executive officers?

A:

The approval of the non-binding advisory resolution approving the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal. The Board of Directors and the Compensation Committee value the opinions of our shareholders. To the extent that there is any significant vote against executive compensation, the Board of Directors and the Compensation Committee will consider shareholder concerns and evaluate whether any actions are necessary to address those concerns.

Q:	What vote is needed to ratify the appointment of Ernst & Young LLP?

A:	The ratification of the appointment of Ernst & Young LLP requires that the number of votes cast in favor of the ratification exceed the number of votes cast in opposition to the ratification.

Q:	What are the voting recommendations of the Board of Directors?

A:	The Board of Directors recommends that shareholders vote “FOR” each of the proposed nominees for director named in this Proxy Statement; “FOR” the approval of the non-binding resolution approving named executive officer compensation, and “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2021 .

Q:	How do I vote?

A:	Registered shareholders (shareholders who hold Common Stock in certificated form as opposed to through a bank, broker, or other nominee) who are eligible to vote may vote in person at the Annual Meeting or by proxy. Registered shareholders have the following ways to vote by proxy:

Ÿ	by mail - complete, sign, date, and return the enclosed proxy card or voting instruction; or

Ÿ	over the Internet or by telephone - follow the instructions provided on the enclosed proxy card.

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Q:	Can I attend the Annual Meeting?

A:

Assuming we do not need to announce alternative arrangements to an in-person meeting due to COVID-19, the Annual Meeting is open to all holders of our Common Stock as of the close of business on the record date, June 9, 2020 . We will not permit cameras, recording devices, or other electronic devices at the Annual Meeting. We encourage you to vote your shares by proxy, but you may also vote by attending the Annual Meeting and voting in person. Guests are not permitted to attend the Annual Meeting in person.

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Q:	What do I need in order to attend the Annual Meeting in person?

A:

If you plan to attend the Annual Meeting in person, you must pre-register in advance no later than July 28, 2020, by following the instructions on page 3 in the accompanying Proxy Statement (see above “Can I attend the Annual Meeting?”). The Company will maintain a list of verified, pre-registered shareholders at the Annual Meeting. To gain admission to the Annual Meeting, you must present government-issued photo identification, such as a driver's license or passport, that matches the name on the pre-registration list.

Q:	Can I withhold my vote?

A:	You may withhold your vote with respect to the election of directors.

Q:	Can I change or revoke my proxy?

A:	Any shareholder who gives a proxy may change or revoke his or her proxy at any time before it is voted at the Annual Meeting. A shareholder may change or revoke his or her proxy by:

Ÿ	giving written notice of revocation to our Secretary, whose address is on page 6 of this Proxy Statement;

Ÿ	executing a proxy dated as of a later date; or

Ÿ	voting in person at the Annual Meeting.

Q:	How will my shares be voted if I sign, date, and return my proxy card or voting instruction card, but do not provide complete voting instructions with respect to each proposal?

A:

Shareholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, it is intended that all proxies that are signed and returned will be voted “FOR” the election of each of the nominees for director named in this Proxy Statement; “FOR” the approval of the non-binding resolution approving named executive officer compensation; and “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2021 ; and according to the discretion of the proxy holders on any other business proposal properly raised at the Annual Meeting.

Q:	Will my shares be voted if I do not provide my proxy or voting instructions?

A:

It will depend on how your ownership of shares of Common Stock is registered. If you own your shares as a registered holder, which means that your shares of Common Stock are registered in your name with our transfer agent, and you do not mail your proxy, vote online or by phone in advance as described on page 3, or you do not vote in person at the Annual Meeting, your unvoted shares will not be voted at the Annual Meeting. They also will not count toward the quorum requirement, which is explained under “What constitutes a quorum and how many votes must be present to hold the Annual Meeting?” on page 2 of this Proxy Statement.

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Q:	How are abstentions and broker non-votes counted?

A:	With respect to the election of directors, abstentions, withheld votes and broker non-votes will not be included in the vote total for the proposal to elect the nominees for director named in this Proxy Statement and will not affect the outcome of the vote for that proposal.

Q:	Where can I find the results of the Annual Meeting?

A:	We expect to announce the preliminary voting results at the Annual Meeting and disclose the final results in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") within four business days after the Annual Meeting.

Q:	Who pays for the solicitation of proxies?

A:

We will pay all of the costs associated with this proxy solicitation. Proxies are being solicited by mail and may also be solicited in person or by telephone, facsimile, or other means of electronic transmission by our directors, officers, and employees. We will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners of shares of Common Stock. It is contemplated that additional solicitation of proxies will be made by D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, at an anticipated cost to us of approximately $8,500, plus reimbursement of out-of-pocket expenses for such items as mailing, copying, phone calls, faxes, and other related matters. In addition, we will indemnify D.F. King against any losses arising out of D.F. King's proxy soliciting services on our behalf.

Q:	Could other matters be decided at the Annual Meeting?

A:	The Board of Directors does not know of any other business that may be brought before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the enclosed proxy card to vote on such matters as they, in their discretion, may determine.

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Q:	Where can I find Universal Corporation's corporate governance materials?

A:

Our Corporate Governance Guidelines, including our independence standards for members of the Board of Directors, Code of Conduct, and the charters of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and all other standing committees, are available under the “Investors - Corporate Governance” section of our Internet website at http://investor.universalcorp.com/corporate-governance and are available in print to any shareholder upon request by contacting us at the following address or phone number:

Q:	What is Universal Corporation’s policy regarding Board member attendance at the Annual Meeting?

A:

We expect and encourage each member of the Board of Directors to attend our Annual Meetings when it is reasonably practical for the director to do so. It is possible that, due to concerns regarding the ongoing COVID-19 pandemic, members of our Board may attend the 2020 Annual Meeting by telephone or electronic means. All persons serving as Board members at the time attended the Company’s 2019 Annual Meeting of Shareholders.

Q:	How do I communicate with the Board of Directors?

A:

Shareholders and other interested parties may at any time direct communications to the Board of Directors as a whole, to the director who presides at the executive sessions of the non-employee directors, or to any individual member of the Board of Directors, through our Internet website or by contacting our Secretary. The “Investors - Corporate Governance - Contact the Board” section of our Internet website at http://investor.universalcorp.com/corporate-governance/contact-the-board contains an e-mail link established for receipt of communications with directors, and communications can also be delivered by mail by sending requests to our Secretary at the following address:

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(1)	The percentages shown in the table are based on 24,480,498 shares of Common Stock outstanding on June 9, 2020 .

(2)	An amended Schedule 13G/A filed with the SEC on February 4, 2020, indicates that BlackRock, Inc., acting as a parent holding company, reported that it has sole voting power over 3,762,623 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 3,819,926 shares of Common Stock and shared dispositive power over no shares of Common Stock.

(3)

As reported on an amended Schedule 13G/A filed with the SEC on February 12, 2020. According to this filing, Vanguard Group, Inc. possessed sole voting power over 25,260 shares of Common Stock, shared voting power over 2,529 shares of Common Stock, sole dispositive power over 2,687,919 shares of Common Stock, and shared dispositive power over 23,064 shares of Common Stock. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., was reported to be the beneficial owner of 20,535 shares of Common Stock, as a result of VFTC serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., was reported to be the beneficial owner of 7,254 shares of Common Stock, as a result of VIA serving as investment manager of Australian investment offerings.

(4)

As reported on an amended Schedule 13G/A filed with the SEC on February 12, 2020. The amended Schedule 13G indicates that Dimensional Fund Advisors LP, in its capacity as investment adviser, sub-advisor and/or investment manager to certain registered investment companies, commingled funds, group trusts and separate accounts (collectively, “Funds”), has the sole voting power over 2,060,823 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 2,101,793 shares of Common Stock and shared dispositive power over no shares of Common Stock that are owned by such Funds. According to its Schedule 13G/A, Dimensional Fund Advisors LP disclaims beneficial ownership of such shares.

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*	Percentage of ownership is less than 1% of the outstanding shares of Common Stock.

(1)	No executive officers or directors have pledged shares of Common Stock as security.

(2)	The percentages shown in the table are based on 24,480,498 shares of Common Stock outstanding on June 9, 2020 .

(3)	Ms. Williams joined the Board of Directors on April 1, 2020.

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•	chair Board of Directors meetings when the Chairman of the Board of Directors is not present or when there is a potential conflict of interest;

•	call meetings and set agendas for executive sessions of the independent directors;

•	preside over meetings of the independent directors and, as appropriate, provide prompt feedback to the Chief Executive Officer and Chairman of the Board of Directors;

•	serve as a liaison between the independent directors and the Chief Executive Officer and Chairman of the Board of Directors and senior management to report or raise matters;

•	serve as a “sounding board” and mentor to the Chief Executive Officer and Chairman of the Board of Directors; and

•	perform such other duties and responsibilities as may be delegated to the Lead Independent Director by the Board of Directors from time to time.

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•	the balance between annual and longer-term performance opportunities;

•	the balance between performance-based and non-performance-based pay;

•	alignment of our programs with business strategies focused on long-term growth and sustained shareholder value, ensuring the performance goals established for senior management reflect the objectives set by the Compensation Committee to increase focus on the achievement of the Company's strategic plan;

•	placement of an appropriate portion of our executive pay “at risk” and dependent upon the achievement of specific corporate and individual performance goals that are objectively determined with verifiable results. These corporate goals have pre-established thoughtful threshold, target and maximum award limits;

•	the use of multiple performance metrics that are based on the general performance of the corporation and the use of economic profit as a risk-adjusted metric;

•	the use of rolling three-year Performance Shares to lengthen the overall measurement period;

•	the Compensation Committee's ability to exercise negative discretion and to consider non-financial and other qualitative performance factors in determining actual compensation payouts;

•	stock ownership guidelines that are reasonable and align executives' short- and long-term interests with those of our shareholders;

•	the recoupment policy to authorize the potential recovery or adjustment of cash incentive awards and long-term equity awards paid to named executive officers and other recipients in the event there was a restatement of incorrect financial results and upon the occurrence of certain specified events; and

•	the policy prohibiting the use of hedging and derivatives trading by executives and directors.

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•	George C. Freeman, III, Chairman, President and Chief Executive Officer;

•	Airton L. Hentschke, Senior Vice President and Chief Operating Officer;

•	Johan C. Kroner, Senior Vice President and Chief Financial Officer;

•	Preston D. Wigner, Vice President, General Counsel and Secretary; and

•	Theodore G. Broome, Executive Vice President and Sales Director, Universal Leaf.

•	compensation should be set based on the responsibilities, skills, experience and achievements of each executive officer, taking into account competitive market rates;

•	compensation should be linked to individual and corporate performance by aligning our executive compensation program to company-wide performance, which we define in terms of economic performance and increases in shareholder value;

•	there should be an appropriate mix and weighting among base salary, cash incentives and equity awards, such that an adequate amount of each executive officer's total compensation is performance-based or “at risk.” Further, as an executive's responsibilities increase, the portion of “at risk” compensation for the executive should increase as a percentage of total compensation;

•	compensation should avoid any arrangements that pay for failure;

•	compensation programs should be designed to provide appropriate performance incentives without encouraging executives to take excessive risks in managing the business and which emphasize our commitment to our core values;

•	strong emphasis should be placed on equity-based compensation and equity ownership in order to align the financial interests of senior management with those of the shareholders and to ensure the proper focus on long-term business strategies; and

•	compensation goals and objectives should be transparent and easy to communicate, both internally and externally. Shareholders should be supplied with clear, comprehensive compensation disclosure.

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•	During fiscal year 2020, we generated $10.9 million in net cash flows from our operations, returned $108.8 million to shareholders through dividends and common share repurchases, and continued to maintain our strong balance sheet.

•	Over the last three fiscal years, we have generated over $250 million in net cash flow from operations and returned over $250 million to shareholders through a combination of dividends and share repurchases.

•	Net debt as a percentage of total capitalization was approximately 22% at March 31, 2020, up from 10% at March 31, 2019, primarily reflecting lower cash balances. Our net debt as a percentage of total capitalization remains at a very manageable level.

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•

In May 2018, we announced an enhanced capital allocation strategy that included a 36% increase in the dividend, raising our annual per share dividend to $3.00. In May 2020, we announced our 50 th consecutive annual dividend increase, increasing our annual Common Stock per share dividend to $3.08. Based on the March 31, 2020 closing price of our Common Stock, as quoted on the NYSE, our dividend yield was 6.88%.

•	We continued to advance our goal of providing compliant leaf produced in a sustainable and competitive manner for our customers, and we maintained our position as the leading global leaf tobacco supplier.

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(1)

Base Salary is the actual amount paid in fiscal year 2020. Short-Term Performance Pay is the actual amount earned in fiscal year 2020 based on performance. Long-Term Performance Pay is the value on the grant date of Restricted Stock Units and Performance Shares awards granted in fiscal year 2020. See Summary Compensation Table for the amounts of all elements of reportable compensation described in this section.

(2)	This chart excludes the Chief Executive Officer.

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•	Conducted a formal review and assessment with Willis Towers Watson of all of the Company’s executive compensation plans, programs and policies, including the long-term and short term incentive award program structure and change in control severance policies;

•	Conducted a formal review and evaluation with Willis Towers Watson of the Company's peer group and adopted a new peer group list for use beginning with fiscal year 2021;

•	Reaffirmed the Compensation Committee's objective of setting total direct opportunity compensation for our executives at levels competitive with the market median for executives in comparable positions at companies of comparable size, complexity, and operational characteristics;

•	Evaluated the mix of pay to ensure that the appropriate balance among base salary, annual cash incentives, and long-term performance-based award opportunities is maintained;

•	Evaluated alternative performance metrics and reaffirmed the use of economic profit and adjusted earnings per share as performance goals in the annual incentive plan and adjusted earnings per share as a performance goal in the long-term performance award program;

•	Reviewed and approved the performance targets and calibration ranges for economic profit and adjusted earnings per share to reflect current and anticipated business conditions and to ensure adequate performance stretch in the annual incentive plan and performance-based stock unit goals;

•	Reaffirmed that five-year restricted stock units and three-year performance-based stock units, which we refer to as Performance Shares, are appropriate forms of long-term incentive awards;

•	Reaffirmed the stock ownership guidelines for all of our directors, named executive officers, and other executive officers and directors of our operating subsidiary, and monitored compliance with the guidelines;

•	Reviewed the Company's succession planning and leadership development program to ensure continuity and development of Company leadership;

•	Conducted a review and assessment of potential risks arising from our compensation policies and programs;

•	Reaffirmed the “clawback” provision in our performance-based awards; and

•	Reaffirmed a commitment to provide very limited perquisites to executives.

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(1)	Based on $46.25 per share, the closing price of a share of our Common Stock as quoted on the NYSE on the record date, June 9, 2020 .

(2)	Mr. Kroner was promoted to Senior Vice President and Chief Financial Officer as of September 1, 2018.

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•	authorizes the granting of annual cash incentive awards, stock options, SARs, Performance Shares, restricted stock, restricted stock units and other incentive awards, all of which may be made subject to the attainment of performance goals approved by the Compensation Committee;

•	provides for the enumeration of the business criteria on which an individual's performance goals are to be based;

•	establishes the maximum share grants or awards (or, in the case of incentive awards, the maximum compensation) that can be paid to a participant in the 2017 Stock Incentive Plan; and

•	prohibits repricing or the exchange of options or stock appreciation rights without the approval of shareholders.

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•	Base salary . Base salary is intended to reflect the market value of an executive officer's role and responsibility, with differentiation for individual capabilities and experience in their positions.

•	Annual cash incentive awards. Annual cash incentive awards in the form of market competitive, performance-based, cash bonuses are designed to focus our executives on pre-set goals each year and to drive profitability, growth, and shareholder value.

•	Long-term equity participation . Long-term equity participation is designed to recognize executives for their contributions to the Company, to highlight the strategic importance of each executive's role, to promote retention, and to align the interests of management and shareholders in long-term growth and stock performance by rewarding executives for the creation of shareholder value.

•

Other benefits. We believe that providing competitive health and welfare benefits at a reasonable cost is an important part of any employee’s compensation package and promotes employee health. Our named executive officers participate in the same health and welfare benefits as our salaried employees. These health and welfare benefits for fiscal year 2020 included health, dental, vision, life insurance, accidental death and dismemberment insurance, and disability benefits. These benefits, including plan design and cost, are analyzed annually.

•	Retirement and other post-termination compensation . Please see "Retirement and Post-Termination Compensation" on page 44 of this Proxy Statement.

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1.	Base Salaries

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2.	Annual Cash Incentives Awards

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3.	Long-Term Equity Participation

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(1)	This column represents grant date fair value determined in accordance with FASB ASC Topic 718. Amounts for Performance Shares are determined assuming a price per share of $49.17 which represents a discount to the closing price of $55.63 as of the date of grant due to the lack of dividend rights.

(2)	This column represents market value based on the May 24, 2019 stock price of $59.07

4.	Other Benefits

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5.	Retirement and Post-Termination Compensation

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(1)

Salary amounts include cash compensation earned by each named executive officer during fiscal years 2018 , 2019 and 2020 , where applicable, as well as any amounts earned in such fiscal years, but contributed into the 401(k) Plan and/or deferred at the election of the named executive officer into our deferred compensation program. For a discussion of the deferred compensation program and amounts deferred by the named executive officers in fiscal year 2020 , including earnings on amounts deferred, see “Non-qualified Deferred Compensation” beginning on page 54 of this Proxy Statement. Mr. Kroner was promoted effective September 1, 2018.

(2)

The amount represents the aggregate grant date fair value of stock or options awarded in the applicable fiscal year in accordance with FASB ASC Topic 718. This amount does not reflect our accounting expense for these award(s) during the year and does not correspond to the actual cash value that will be recognized by the named executive officer when received. Performance Share awards do not have dividend rights and therefore reflect a lower grant date fair value than the closing price of our Common Stock on the date of grant. For fiscal years 2018 , 2019 and 2020 Performance Share awards, the grant date value per share was $60.37 , $57.17 , and $50.16 , respectively. Amounts for fiscal years 2018 , 2019 and 2020 include Performance Share awards calculated at target levels. If these Performance Share awards paid at maximum (150% of target), the aggregate grant date fair value of all stock awards for each of the named executive officers would have been at the time of the grant: for fiscal year 2018 , Mr. G. Freeman: $2,015,424 ; Mr. Hentschke: $ 952,603 ; Mr. Wigner: $ 448,747 ; and Mr. Broome: $ 393,637 ; for fiscal year 2019, Mr. G. Freeman: $ 2,852,994 ; Mr. Hentschke: $ 1,350,620 ; Mr. Kroner: $ 420,849 ; Mr. Wigner: $ 629,783 ; and Mr. Broome: $ 561,494 ; and for fiscal year 2020 , Mr. G. Freeman: $2,222,831 ; Mr. Hentschke: $1,054,334 ; Mr. Kroner: $543,956 ; Mr. Wigner: $490,232 ; and Mr. Broome: $439,865 . Assumptions used in the calculation of these award amounts are included in Notes 1 and 12 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2018 , in Notes 1 and 13 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2019 , in Notes 1 and 15 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2020 , and incorporated by reference into this Proxy Statement. Beginning in fiscal year 2007, fair value expense for stock-based compensation was recognized ratably over the period from grant date to the earlier of (a) the vesting date of the award, or (b) the date the grantee is eligible

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(3)

The amounts represent cash awards to the named executive officers under our performance-based annual cash incentive plan for fiscal years 2018 , 2019 and 2020 , where applicable, which is discussed in the section entitled “Annual Cash Incentives Awards” beginning on page 39 of this Proxy Statement. While such amounts were earned for fiscal years 2018 , 2019 and 2020 performance, they were not paid to the named executive officers until June 12, 2018, June 14, 2019, and June 15, 2020 respectively.

(4)

The amounts represent the actuarial increases in the present values of the named executive officers' benefits under our pension plans during fiscal years 2018 , 2019 and 2020 , as applicable, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. For all named executive officers the amounts only reflect changes in pension value because they had no above market interest earnings for fiscal years 2018 , 2019 , and 2020 . For additional information on our pension plans, see the section entitled “Retirement and Post-Termination Compensation” on page 44 of this Proxy Statement and the tables entitled “Pension Benefits” on page 52 of this Proxy Statement and “Non-qualified Deferred Compensation” on page 54 of this Proxy Statement. For a full description of the pension plan assumptions used by us for financial reporting purposes for fiscal years 2018 , 2019 and 2020 , see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2020 , and incorporated by reference into this Proxy Statement.

(5)

The table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the named executive officers during fiscal year 2020 . For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us. Each perquisite and personal benefit included in the table below is described in more detail in the narratives immediately following the table:

(a)

Financial Planning and Tax Preparation Services. Only Mr. G. Freeman and Mr. Kroner are eligible to be reimbursed for financial planning and tax preparation services they incur during the fiscal year, subject to an annual cap of $15,000. All reimbursed amounts paid to these named executive officers during fiscal year 2020 pursuant to our financial planning and tax preparation policy are individually disclosed in the perquisites table above.

(b)

401(k) Company Match. Each named executive officer is eligible to participate in the 401(k) Plan, which offers them an opportunity to defer income and receive matching contributions from us subject to certain limits. Company contributions made to the named executive officers during fiscal year 2020 are set forth in the table above. Information about the 401(k) Plan is set forth in the section entitled “Deferred Income Plans” beginning on page 44 of this Proxy Statement.

(c)

Matching Gifts . Each named executive officer is eligible to participate in our matching gifts program in which our charitable foundation matches employees' contributions to charities. The maximum amount applicable to all participants that can be matched in any fiscal year of our foundation is $5,000 per participant. The named executive officers participated in the matching gifts program in amounts set forth above.

(d)	Home Leave - Expatriates. Mr. Hentschke is a Brazilian expatriate working in our Richmond, Virginia headquarters and is entitled to one round-trip, economy class airline ticket per year for himself and his dependents.

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(1)

Amounts represent potential annual cash incentive awards for fiscal year 2020 . The actual amount of the annual cash incentive award earned by each named executive officer for fiscal year 2020 is reported in Column (g), “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 46 of this Proxy Statement. For additional information with respect to the annual cash incentive awards under the Incentive Plan, see the section entitled “Annual Cash Incentives Awards” beginning on page 39 of this Proxy Statement.

(2)

Amounts represent potential vesting of Performance Shares granted during fiscal year 2020 . Performance Shares vest in the event the three-year performance measures corresponding to the Performance Shares are met or exceeded. For additional information with respect to Performance Shares granted pursuant to our Stock Incentive Plan, see the section entitled “Long-Term Equity Participation” beginning on page 41 of this Proxy Statement and in Column (g) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 49 of this Proxy Statement.

(3)

Amounts represent the award of restricted stock units. Each restricted stock unit will convert one-for-one into shares of Common Stock upon vesting. Additional information with respect to restricted stock unit awards is set forth in the section entitled “Long-Term Equity Participation” beginning on page 41 of this Proxy Statement, and in Column (i) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 49 of this Proxy Statement.

(4)

Represents the grant date fair value of the award determined in accordance with FASB ASC Topic 718. The full grant date fair value of the Performance Shares is calculated at the target performance level and will vest, if at all, at the end of a three-year measurement period, if certain performance targets are met. Amounts for Performance Share awards are determined assuming a price per share of $50.16 as of May 23, 2019, which represents a discount to the closing price of Common Stock as of the date of grant due to the lack of dividend rights. Each Performance Share will convert one-for-one into a share of Common Stock upon vesting if the performance target is met. Grant date fair value for the restricted stock unit awards is based on the grant date fair value of the underlying shares of Common Stock. The assumptions used in determining the grant date fair values of these awards are set forth in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2020 , and incorporated by reference into this Proxy Statement.

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(1)

Amounts in Column (g) represent Performance Shares. Performance Shares vest at the end of their corresponding three-year performance period if certain performance targets are met or exceeded. Amounts in Column (g) assume 100% vesting of the award, which represents the target amount payable. Each Performance Share converts one-for-one into a share of Common Stock upon vesting if the performance target is met. See “Compensation Discussion and Analysis” beginning on page 28 of this Proxy Statement. Amounts in Column (i) represent unvested restricted stock units and accumulated dividend equivalent rights. Restricted stock units have five-year cliff vesting, meaning all restricted stock units vest on the fifth anniversary of the date they are granted. At the time of vesting, restricted stock units are automatically converted into an equal number of shares of Common Stock. Restricted stock unit awards accumulate dividend equivalent rights, which track actual dividend amounts and are added to the total number of restricted stock units to be converted into shares of Common Stock at the time of vesting. These dividend equivalent units only vest when the underlying restricted stock units vest.

(2)	Based on the closing price of $44.21 for our Common Stock, as quoted on the NYSE on March 31, 2020 , the last trading day of fiscal year 2020 .

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(1)	Amounts represent the number of shares of Common Stock underlying stock awards vesting in Fiscal 2020. The amounts in Column (b) represent the vesting of restricted stock awards that were granted in fiscal year 2015 and the vesting of Performance Shares that were granted in fiscal year 2017.

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(1)

We have not granted, and we do not have a policy with respect to granting, extra years of service to named executive officers under the Pension Plan or the Benefit Restoration Plan. Additional information with respect to the Pension Plan and the Benefit Restoration Plan is set forth in the section entitled “Retirement and Post-Termination Compensation” beginning on page 44 of this Proxy Statement.

(2)

Present value was determined assuming retirement at age 65 for the Pension Plan and Benefit Restoration Plan. The present value calculation used an interest rate consistent with assumptions used for our financial reporting under FASB ASC Topic 715 and a postretirement mortality assumption table for the Consumer Goods and Food & Drink Industry that is based on recent mortality data and closely tracks the actual mortality experience of our plans. Other assumptions made in the valuation are discussed in our Annual Report on Form 10-K for the year ended March 31, 2020 , in the section entitled “Pension and Other Postretirement Benefit Plans,” the section entitled “Critical Accounting Estimates and Assumptions,” and in Note 13 to the consolidated financial statements, and are incorporated by reference into this Proxy Statement.

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(1)	Amounts represent a portion of base salary and annual incentive awards deferred into the DIP Plans.

(2)	The DIP Plan does not provide for company matches or contributions.

(3)

Amounts represent earnings on funds held for named executive officers in the DIP Plans except for Mr. Hentschke, Mr. Kroner and Mr. Broome. Mr. Hentschke, Mr. Kroner and Mr. Broome have not elected to defer income under the DIP Plans. The amount shown for Mr. Hentschke represents the estimated earnings on his vested balance in the Company's Brazil Previleaf Pension Plan (PPP). The PPP is a defined contribution plan established by the Company for eligible employees of one of our Brazilian subsidiaries. Mr. Hentschke has not been an active member of the PPP since his transfer to the United States in January 2013, and therefore no longer receives Company contributions to the PPP.

(4)	The DIP Plans permit withdrawals under certain circumstances, including hardship, and participants may elect to have annual deferrals distributed from the DIP Plans upon retirement or after a specified number of years after the compensation is deferred.

(5)

Amounts represent the balances at the end of fiscal year 2020 in the DIP Plans for named executive officers. The fair market value of Mr. Hentschke's vested balance in the Company's Brazil PPP is included, and reflects also a foreign exchange impact. Executive contributions are included in the aggregate balance that are reported as compensation to the named executive officers in the “Summary Compensation Table” in our 2019 Proxy Statement and 2018 Proxy Statement are as follows: Mr. G. Freeman: $0 ( 2019 ) and $0 ( 2018 ), Mr. Hentschke: $0 ( 2019 ) and $0 ( 2018 ), Mr. Wigner: $0 ( 2019 ) and $0 ( 2018 ), and Mr. Broome: $0 ( 2019 ) and $0 ( 2018 ).

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(1)	Amount represents earnings and change in market value during fiscal year 2020 .

(2)	Amount represents market value of the restricted stock units based on the March 31, 2020 closing price of stock on the NYSE of $44.21.

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•	any individual, entity, or group acquires 20% or more of either the outstanding shares of Common Stock or the combined voting power of our outstanding voting securities;

•	a majority of our directors are replaced;

•	we reorganize, merge, consolidate, or sell all or substantially all of our assets except for certain situations in which control of outstanding shares of Common Stock or outstanding voting securities is maintained; or

•	our shareholders approve a complete liquidation or dissolution of Universal Corporation.

•	do not contain any obligation to gross-up severance payments for potential excise taxes incurred by the executive officer;

•	contain a “double trigger” instead of a “single trigger,” meaning that payments are not made until there is a change of control and the executive officer is effectively terminated within three years of the change of control;

•	contain non-competition and non-solicitation clauses; and

•	contain certain administrative elements intended to address the requirements of Section 409A of the Internal Revenue Code applicable to deferred compensation.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2020 . Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2020 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2020 , payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2020 , payable for the life of the survivor.

(4)	Amounts represent a lump sum distribution at March 31, 2020 from the 401(k) Savings Plan.

(5)

Amounts represent a lump sum payment at March 31, 2020 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

(6)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP Plan agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP Plan agreements.

(7)

Amounts represent the value of restricted stock units that vested, but payment was deferred until termination of employment in order to preserve the Section 162(m) deduction. More information regarding these restricted stock units is discussed in the section entitled "Non-Qualified Deferred Compensation" on page 54 of this Proxy Statement. More information on Section 162(m) is discussed in the section entitled “Limitations on Deductibility of Compensation” on page 35 of this Proxy Statement.

(8)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2020 . In case of accidental death, the benefit amount would increase by $5,600,000 (includes AD&D and Business Travel Accident Insurance).

(9)	Amounts represent 60% of annual base salary as of March 31, 2020 , which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Mr. Hentschke does not have a Change of Control Agreement.

(2)

Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2020 . Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2020 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2020 , payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the straight life option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2020 .

(4)	Amounts represent a lump sum distribution at March 31, 2020 from the 401(k) Savings Plan.

(5)	Amounts represent a lump sum payment at March 31, 2020 from the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

(6)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP Plan agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP Plan agreements. In Mr. Hentschke's case, the amounts include his vested account balance in the Company's Brazil Previleaf Pension Plan.

(7)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2020 . In case of accidental death, the benefit amount would increase by $5,288,000 (includes AD&D and Business Travel Accident Insurance).

(8)	Amounts represent 60% of annual base salary as of March 31, 2020 , which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Mr. Kroner does not have a Change of Control Agreement.

(2)

Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2020 . Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2020 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2020 , payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2020 .

(4)	Amounts represent a lump sum distribution at March 31, 2020 from the 401(k) Savings Plan.

(5)	Amounts represent a lump sum payment at March 31, 2020 from the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

(6)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP Plan agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP Plan agreements.

(7)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2020 . In case of accidental death, the benefit amount would increase by $5,818,000 (includes AD&D, voluntary AD&D, and Business Travel Accident Insurance).

(8)	Amounts represent 60% of annual base salary as of March 31, 2020 , which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2020 . Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2020 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2020 , payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2020 , payable for the life of the survivor.

(4)	Amounts represents a lump sum distribution at March 31, 2020 from the 401(k) Savings Plan.

(5)	Amounts represent a lump sum payment at March 31, 2020 from the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

(6)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP Plan agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP Plan agreements.

(7)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2020 . In case of accidental death, the benefit amount would increase by $4,093,000 (includes AD&D and Business Travel Accident Insurance).

(8)	Amounts represent 60% of annual base salary as of March 31, 2020 , which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Mr. Broome does not have a Change of Control Agreement.

(2)

Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2020 . Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2020 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2020 , payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2020 , payable for the life of the survivor.

(4)	Amounts represent a lump sum distribution at March 31, 2020 from the 401(k) Savings Plan.

(5)

Amounts represent a lump sum payment at March 31, 2020 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

(6)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP Plan agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP Plan agreements.

(7)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2020 . In case of accidental death, the benefit amount would increase by $4,084,000 (includes AD&D and Business Travel Accident Insurance).

(8)	Long-term disability is not available after age 65.

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•	We selected January 31, 2018 as the determination date, which is within the last three months of our fiscal 2018 year-end;

•	We collected the actual base salary for full and part-time employees (other than Mr. G. Freeman) and actual pay from February 1, 2017 through January 31, 2018 for our seasonal employees;

•	Full-time employees that were hired between February 1, 2017 and January 31, 2018 were annualized as permitted by SEC rules;

•	Part-time employees who were hired during this same time period with a set schedule were counted using their annualized salary based on the hours hired to work. Part-time employees who have a variable schedule were counted using their actual pay;

•	Foreign currency was converted to U.S. dollars using an average of the relevant currency conversion rates over the period February 1, 2017 through January 31, 2018; and

•	We did not make any cost of living adjustments for any employee located outside of the U.S.

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(1)	There are no outstanding options, warrants, and rights.

(2)	The 2007 Stock Incentive Plan was succeeded and replaced by the 2017 Stock Incentive Plan. As of March 31, 2020, a total of 238,555 shares have been reserved for issuance to fulfill previous outstanding awards under the 2007 Stock Incentive Plan.

(3)	All of the Company's equity compensation plans have been approved by shareholders.

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(1)	Ms. Williams is not included in this table because she joined the Board of Directors during fiscal year 2021.

(2)	Represents fees paid in cash during fiscal year 2020 .

(3)

These amounts represent the aggregate grant date fair value of the annual restricted stock unit award recognized in fiscal year 2020 in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized by each of the non-employee directors. The assumptions used in the calculation of these award amounts are included in Notes 1 and 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2020 , and incorporated by reference into this Proxy Statement.

(4)

On August 28, 2019 , each non-employee director was awarded 1,650 shares of restricted stock units. The methodology for determining the amount awarded is set forth on page 65 of this Proxy Statement. The grant date fair value of the award for each non-employee director was $82,847 , based on the closing price of $50.21 for our Common Stock as quoted on the NYSE on the grant date. As of March 31, 2020 , the aggregate amount of common stock, restricted stock, restricted stock units and dividend equivalent units held by each non-employee director was as follows: Mrs. Cantor held 12,393 shares; Mr. L. Freeman held 10,649 shares; Mr. Johnson held 20,350 shares; Mr. Lawton held 7,356 shares; Mr. Moore held 28,186 shares; Mr. Sledd held 13,665 shares; and Mr. Tullidge held 4,321 shares.

(5)

We do not maintain any defined benefit or actuarial plans for non-employee directors. The company maintains an Outside Directors' 1994 Deferred Income Plan, as amended, which we refer to as the Directors' DIP. The Directors' DIP was frozen at the end of the 2017 plan year. The non-employee directors did not earn above-market or preference earnings on compensation they deferred into the Directors' DIP. Mr. Moore is the only active Director that is a participant in the Directors' DIP. The table below presents information concerning the Directors' DIP, which provided for the deferral of compensation on a basis that is not tax qualified.

(a)	We did not match non-employee director deferrals or otherwise contribute to the Directors' DIP.

(b)	There were no withdrawals or distributions from the Directors' DIP by active directors. The Directors' DIP permits withdrawals under certain circumstances including hardship, and participants elect to have annual deferrals distributed after a specified number of years after the compensation is deferred.

(6)

Each director is also eligible to participate in our matching gifts program in which our charitable foundation matches directors' contributions to charities. The maximum amount that can be matched in any fiscal year of our foundation is $5,000 per director. The directors participated in the matching gifts program in the amounts set forth above. None of the directors received perquisites, personal benefits, or other compensation in excess of $10,000 for fiscal year 2020 . We maintain life insurance policies which fund the Directors' Charitable Award Program discussed in the section below entitled "Director Compensation." We did not incur any costs with respect to the insurance policies during fiscal year 2020.

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•	the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party;

•	the transaction is approved by the disinterested members of the Board of Directors; or

•	the transaction involves compensation approved by our Compensation Committee.

•	any person who is, or at any time since the beginning of our last fiscal year was, one of our directors or executive officers or a nominee to become one of our directors;

•	any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee, or more than 5% beneficial owner; and

•	any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

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