uvsp-20230426

Pennsylvania

0-7617

23-1886144

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

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 (see General Instruction A.2. below):


☐			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of class	Trading Symbol	Name of exchange on which registered
Common Stock, $5 par value	UVSP	The NASDAQ Stock Market


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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 26, 2023, the shareholders of Univest Financial Corporation (the "Corporation") approved the Univest Financial Corporation 2023 Equity Incentive Plan (the "Equity Plan"). A description of the material terms of the Equity Plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 17, 2023.

At the Univest Financial Corporation (the "Corporation") Annual Meeting of Shareholders held on April 26, 2023, the shareholders approved the matters described in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2023, and set forth below. As of the record date for the Annual Meeting, holders of a total of 29,292,008 shares of the Corporation's Common Stock were entitled to vote on the matters considered at the Annual Meeting.

The following is a summary of the voting results for each matter submitted to a vote of shareholders at the Annual Meeting:


		For	Withheld	Broker Non-Votes
1.	Election of three Class III Directors each for a three-year term expiring in 2026:
	Joseph P. Beebe	21,699,364	1,000,242	2,738,581
	Natalye Paquin	21,672,467	1,027,139	2,738,581
	Robert C. Wonderling	21,343,279	1,356,327	2,738,581

	Election of one Alternate Director each for a one-year term expiring in 2024:
	Martin P. Connor	21,498,473	1,201,133	2,738,581


		For	Against	Abstain	Broker Non-Votes
2.	Approval of the Univest Financial Corporation 2023 Equity Incentive Plan:
		17,988,960	4,581,571	129,075	2,738,581
3.	Ratification of KPMG LLP as the Corporation's independent registered public accounting firm for 2023:
		25,132,587	281,379	24,221	—
4.	Advisory vote to approve the compensation of the Corporation's named executive officers as presented in the proxy statement:
		21,498,126	1,114,355	87,125	2,738,581


		1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
5.	Approval of the frequency of conducting advisory votes on the compensation of the Corporation's named executive officers:
		20,157,484	75,422	2,377,040	89,660	2,738,581

Based on the above vote, the Corporation has determined to include a shareholder vote on the compensation of the Corporation's named executive officers in its annual meeting proxy solicitation materials on an annual basis until the next required vote on the frequency of the shareholder vote on executive compensation, which is expected to occur at the Corporation's 2029 Annual Meeting of Shareholders.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			Univest Financial Corporation

			By:			/s/ Brian J. Richardson
			Name:			Brian J. Richardson
			Title:			Senior Executive Vice President, Chief Financial Officer


Item 5.07			Submission of Matters to a vote of Security Holders