8-K

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): April 26, 2023

 _______________________ 

UNIVEST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_______________________ 

  

Pennsylvania	0-7617	23-1886144
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

14 North Main Street, Souderton, Pennsylvania 18964

(Address of principal executive office)(Zip Code)

Registrant’s telephone number, including area code (215) 721-2400

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 (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.

Item 5.07 Submission of Matters to a vote of Security Holders

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.

SIGNATURE

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

Date: April 28, 2023

XML

Cover	Apr. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 26, 2023
Entity Registrant Name	UNIVEST FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	PA
Entity File Number	0-7617
Entity Tax Identification Number	23-1886144
Entity Address, Address Line One	14 North Main Street
Entity Address, City or Town	Souderton
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18964
City Area Code	215
Local Phone Number	721-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $5 par value
Trading Symbol	UVSP
Security Exchange Name	NASDAQ
Entity Central Index Key	0000102212
Amendment Flag	false