Executive Change · Shareholder Vote

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