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
