UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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[ ] Preliminary Proxy Statement

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Univest Corporation of Pennsylvania

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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14 North Main Street P.O. Box 197

Souderton, Pennsylvania 18964

TO THE HOLDERS OF COMMON STOCK:

The Annual Meeting of Shareholders of Univest Corporation of Pennsylvania will be held on Tuesday, April 21, 2015,19, 2016, at 10:45 a.m., inat the Univest Building, 14 North Main Street, Souderton, Pennsylvania.Indian Valley Country Club, 650 Bergey Road, Telford, Pennsylvania 18969.

Such other business, of which none is anticipated, as may properly come before the meeting or any postponements or adjournments thereof will be considered at the annual meeting.

The close of business on February 20, 2015,19, 2016, has been fixed by the Board of Directors as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.

The accompanying Proxy Statement forms a part of this notice.

SEPARATE PROXY CARDS ARE ENCLOSED TO SHAREHOLDERS FOR THE PURPOSE OF VOTING ALL THEIR SHARES OF THE CORPORATION'S COMMON STOCK. IT IS IMPORTANT THAT EACH SHAREHOLDER EXERCISE HIS/HER RIGHT TO VOTE. Whether or not you plan to attend the meeting, please take a moment now to cast your vote over the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card, or alternatively, to complete, sign, and date the enclosed proxy card and return it in the postage-paid envelope we have provided in order that your shares will be represented at the meeting. If you attend the meeting, you may vote in person. If you need directions to attend the annual meeting, you may contact the Secretary of Univest by telephone at 215‑721‑83972586 or by e-mail at TejklK@univest.net.SantanaM@univest.net.

This Proxy Statement, the Notice of Annual Meeting of Shareholders, a form of the Proxy Card and the 20142015 Annual Report to Shareholders (which is not a part of the proxy soliciting material) are available at www.ProxyVote.com.

The accompanying proxy is solicited by the Board of Directors (the Board)"Board") of Univest Corporation of Pennsylvania (the Corporation"Corporation" or Univest)"Univest"), 14 North Main Street, P.O. Box 197, Souderton, Pennsylvania 18964, for use at the Annual Meeting of Shareholders to be held April 21, 2015,19, 2016, at the Indian Valley Country Club, 650 Bergey Road, Telford, PA 18969 and at any adjournment thereof. Copies of this Proxy Statement and proxies to vote the Common Stock are being sent to the shareholders on or about March 19, 2015.17, 2016. Any shareholder executing a proxy may revoke it at any time by giving written notice to the Secretary of the Corporation before it is voted. Some of the officers of the Corporation or employees of Univest Bank and Trust Co. (the Bank)"Bank") and other subsidiary companies or employees of Broadridge Corporate Issuer Solutions, Inc. ("Broadridge"), the Corporation’s transfer agent, may solicit proxies personally and by telephone, if deemed necessary. The Corporation will bear the cost of solicitation and will reimburse brokers or other persons holding shares of the Corporation's voting stock in their names, or in the names of their nominees, for reasonable expense in forwarding proxy cards and proxy statements to beneficial owners of such stock.

The person named in the proxy will vote in accordance with the instructions of the shareholder executing the proxy, or in the absence of any such instruction, for or against on each matter in accordance with the recommendations of the Board set forth in the proxy.

The Board has fixed the close of business on February 20, 2015,19, 2016, as the record date for the determination of shareholders entitled to notice and to vote at the Annual Meeting. As of February 20, 2015,19, 2016, there were 19,969,006,19,598,742 outstanding shares of Common Stock entitled to be voted at the Annual Meeting.

Holders of record of the Corporation's Common Stock on February 20, 201519, 2016 will be entitled to one vote per share on all business of the meeting. The nominees for election as Class III Directors who receive the highest number of votes cast, in person or by proxy, at the meeting will be elected as Class III Directors. The nominee for election as Alternate Director who receives the highest number of votes cast, in person or by proxy, at the meeting will be elected as Alternate Director. Shareholders cannot cumulate votes for the election of Directors. The other matters of business listed in this proxy except the proposed amendment to the articles of incorporation, will be decided by the affirmative vote of a majority of all votes cast, in person and by proxy, at the meeting. Approval of the proposed amendment to the articles of incorporation requires the affirmative vote of the holders of a majority of the shares of the Corporation issued, outstanding and entitled to vote.

The presence in person or by proxy of the holders of a majority of the outstanding shares of Common Stock will constitute a quorum for the transaction of business at the meeting. If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee and do not provide that broker, trustee or other nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters include the election of Directors and Alternate Director and the advisory vote regarding executive compensation, and the amendment to the articles of incorporation.compensation. Abstentions and broker non-votes will be counted as shares present at the meeting for the purpose of determining the existence of a quorum, but will not be counted as votes for or against the election of any nominee for director, alternate director or with respect to any other proposal brought before the meeting.

As of February 6, 2015,19, 2016, Univest Bank and Trust Co. held 928,7071,052,572 shares or 4.7%5.4% of the Corporation's outstanding Common Stock in various trust accounts in a fiduciary capacity in its Trust Department. No one trust account has 5% or more of the Corporation's Common Stock.

A copy of the Annual Report to Shareholders, including financial statements for the year ended December 31, 2014,2015, was mailed on March 19, 201517, 2016 to each shareholder of record as of February 20, 2015.19, 2016. The Annual Report is not a part of the proxy soliciting material.

The person named in the accompanying proxy intends to vote to elect as Directors and Alternate Director the nominees listed below in each case, unless authority to vote for Directors and Alternate Director is withheld in the proxy. The Bylaws authorize the Board to fix the number of Directors to be elected from time-to-time. By proper motion, it has established the number at five Class III Directors, each to be elected for a three-year term expiring in 2018.2019 and one Alternate Director to be elected for a one-year term expiring in 2017.

The Nominating Committee has recommended the slate of nominees listed below for election as Class I Directors.II Directors and Alternate Director. Management has been informed that all the nominees are willing to serve as directors or as alternate director, but if any of them should decline or be unable to serve, the persons named in the proxy will vote for the election of such other person or persons as may be designated by the Board, unless the Board reduces the number of directors in accordance with the Corporation's Bylaws.

The following information, as of February 20, 2015,19, 2016, is provided with respect to the nominees for election to the Board.

The following Directors are not subject to election now as they were elected in prior years for terms expiring in future years.

The following information, as of February 20, 2015,19, 2016, is provided with respect to the Named Executive Officers of the Corporation not serving as a Director or Alternate Director of the Board.

Set forth below is certain information concerning the beneficial ownership of our Common Stock by each director, each nominee for director, each named executive officer, and all directors and executive officers as a group as of February 20, 2015,19, 2016, the record date. As of February 20, 2015,19, 2016, BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, had reported that it was the owner of record of 1,074,5531,195,308 shares of the Corporation's Common Stock; this equated to 5.38%6.10% of the Corporation's issued and outstanding common shares. No other persons are known by the Board of Directors to be beneficial owners of more than 5% of the Corporation’s Common Stock.

Section 16 (a) of the Securities Exchange Act of 1934 requires the Corporation's Directors and Executive Officers, and persons who own more than ten percent of a registered class of the Corporation's equity securities, to file with the Securities and Exchange Commission (the SEC) initial reports of ownership and reports of changes in ownership of Common Shares and other equity securities of the Corporation. Officers, Directors and greater than ten percent shareholders are required by SEC regulations to furnish the Corporation with copies of all Section 16 (a) forms they file.

To the Corporation's knowledge, based solely on a review of the copies of such reports furnished to the Corporation and written representations that no other reports were required during the fiscal year ended December 31, 2014,2015, all Section 16 (a) reports by its Officers and Directors were timely filed.filed except that two reports on Form 4 by Michael L. Turner for sales totaling 14,905 shares of Common Stock in nineteen transactions on dates from April 29, 2015 through July 27, 2015 were inadvertently filed late.

The Corporation's Board met twelve (12)ten (10) times during 2014.2015. All of the Directors attended at least 75% of the meetings of the Board and of the committees of which they were members. All Directors are encouraged to attend the annual meeting of shareholders. In 2014,2015, all Directors except one were present at the annual shareholders’shareholders��� meeting. The Board has established a number of committees, including the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, each of which is described below.

All shareholder correspondence to the Board may be sent to the Corporation and will be forwarded to the appropriate Board member or committee chair. To contact any Board member or committee chair, please mail your correspondence to:

Univest Corporation

Attention (Board Member's name)

Office of the Corporate Secretary

14 N. Main Street

P.O. Box 197

Souderton, PA 18964

The Audit Committee’s responsibilities include: annual review of and recommendation to the Board for the selection of the Corporation’s independent registered public accounting firm, review with the internal auditors and independent registered public accounting firm the overall scope and plans for the respective audits as well as the results of such audits, and review with management, the internal auditors and independent registered public accounting firm the effectiveness of accounting and financial controls, and interim and annual financial reports. All of the members of the Audit Committee are independent as defined in the listing standards of the NASDAQ Stock Market and SEC regulations.

The identification of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than those that are imposed on such person as a member of the Audit Committee and the Board in the absence of such identification. Moreover, the identification of a person as an audit committee financial expert for purposes of the regulations of the Securities and Exchange Commission does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. Additionally, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for purposes of Section 11 of the Securities Act of 1933.

The Audit Committee (Committee)("Committee") met five (5) times during 2014.2015. The Committee has reviewed and discussed the audited consolidated financial statements of the Corporation for the year ended December 31, 2014,2015, with the Corporation's management. The Committee has discussed with KPMG LLP (KPMG), the Corporation's independent registered public accounting firm for the fiscal year ended December 31, 2014,2015, the matters required to be discussed by Statement on Auditing Standards No. 16, Communications with Audit Committees (as modified or supplemented.)

The Committee has also received the written disclosures and the letter from KPMG required by Independence Standards Board Standard No. 1 (as modified or supplemented) regarding KPMG’s communications with the audit committee concerning independence, and the Committee has discussed the independence of KPMG with that firm.

Based on the Committee's review and discussions noted above, the Committee recommended to the Board that the Corporation's audited consolidated financial statements be included in the Corporation's Annual Report on Form 10‑K for the year ended December 31, 2014,2015, for filing with the Securities and Exchange Commission.

The audit committee of our boardthe Board has appointed KPMG LLP as our independent registered public accounting firm for 2015.2016. KPMG LLP was first engaged as our independent registered public accounting firm in 2004 and has audited our financial statements for 2014.2015.

Although shareholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm is not required by our bylaws or otherwise, our boardthe Board has decided to afford our shareholders the opportunity to express their opinions on the matter of our independent registered public accounting firm. Even if the selection is ratified, the audit committeeCommittee at its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Corporation and our shareholders. If our shareholders do not ratify the appointment, the audit committeeCommittee will take that fact into consideration, together with such other facts as it deems relevant, in determining its next selection of an independent registered public accounting firm.

A representative from KPMG, as independent registered public accounting firm for the current fiscal year, is expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The following table presents fees for professional services rendered by KPMG for the integrated audit, including an audit of the Corporation’s annual financial statements and internal controls over financial reporting, and fees billed for other services rendered by KPMG:

The principal objective of the Corporation is to maximize shareholder value through the development and enhancement of the Corporation's business operations. To further that objective, the Corporation's executive compensation program is designed to:

The Compensation Committee's approach is to offer competitive salaries in comparison with market practices. The Committee annually examines market compensation levels and trends observed in the labor market. For its purposes, the Compensation Committee has defined the labor marketsmarket as the pool of executives who are currently employed in similar positions in companies with similar asset size and scope of operation, with special emphasis placed on salaries paid by companies that constitute the banking industry. Market information is used as a frame of reference for annual salary adjustments and starting salaries.

The Compensation Committee makes salary decisions in a structured annual review. The Compensation Committee considers decision-making responsibilities, experience, work performance and achievement of key goals, and team-building skills of each position as the most important measurement factors in its annual reviews. To help quantify these measures, the committee has enlisted the assistance of an independent compensation consultant. Base salaries are determined by considering the experience and responsibilities of the individual executive officer with a target of paying at the median (50%) level of our peer group adjusted for overall performance of the individual executive. Base salaries are adjusted annually and are in effect for the period January 1 through December 31.

During 2014, the Corporation engaged Mosteller & Associates to accumulate comparative data on the Corporation’s peer group which the Compensation Committee utilized in adjusting the base salary of its executive group. The Corporation’s peer group, eighteen (18) institutions of similar asset size and regional location, consists of: Arrow Financial Corp.; Berkshire Hills Bancorp, Inc.; Bryn Mawr Bank Corporation; Camden National Corporation; Chemung Financial Corporation; Financial Institutions, Inc.; First Defiance Financial Corp.; Independent Bank Corp.; Park National Corporation; Peoples Bancorp, Inc.; S&T Bancorp, Inc.; Sandy Spring Bancorp, Inc.; Tompkins Financial Corporation; TowneBank; TrustCo Bank, , NY; Union First Market Bankshares Corporation; Washington Trust Bancorp, Inc.; and WSFS Financial Corporation.

In November 2014, the Compensation Committee met and reviewed the performance of the named executive officers with the Chief Executive Officer to determine increases in base salary compensation for 2015. The Committee also met in executive session without the Chief Executive Officer to discuss his base salary for 2015. Increases in base salary compensation for 2015

Below outlines the increases in base salary compensation for 2015 approved by the Compensation Committee:

The increase for Mr. Schweitzer was determined based on merit, along with the goal of getting Mr. Schweitzer'sSchweitzer’s base salary to the median (50%) level over a three-yearthe three year period as a result of his promotion to chief executive officerChief Executive Officer on January 1, 2014. The increase for Mr. Norris was due to his promotion to President of Wealth Management. The increases for the other named executive officers are due to merit, along with each individual assuminggrowth and increased complexity of the Corporation and their related responsibilities. In addition, Mr. Brobst and Mr. Keim assumed additional responsibilities as a result of Mr. Moyer's retirement.

UnivestThe Corporation established a non-equity annual incentive plan to reward executive officers for achieving annual financial objectives. The weighted financial measures and related targets for the plan are set in the preceding fiscal year by the Compensation Committee. The annual incentive program for Messrs. Schweitzer, Keim, Brobst, and Conner consists primarily of cash bonuses paid for: 1)based 75% on meeting annual Corporation performance goals (annual net income, efficiency ratio and return on average assets); and 25% on individual performance to reinforce the critical focus

The payout for all named executives except Mr. Jackson is based 25% on the performance of the individual and their contribution to the Corporation in the particular year and 75% on the achievement of Corporation performance targets for the year. Each individual performance metric will have a None, Threshold, Target and Optimum component. Mr. Jackson’s Annual Incentive Compensation plan provides for payouts based on actual results compared to target as detailed in the table below. The payout under the Annual Incentive Compensation plan was interpolated based on actual results compared to threshold, target, and optimum; there is based 50%no payout for performance below threshold.

The individual performance component is recommended by the President and CEO of the Corporation and Chairman of the Corporation, as applicable. When considering the recommendations, the Compensation Committee considers the individual’s contribution to progress on the achievement ofstrategic initiatives critical to the Corporation’s performance targetsin 2015 and beyond. In 2015, the Compensation Committee determined that the individual performance component for Messrs. Schweitzer, Keim and Conner should be paid-out at Optimum, largely due to the year (equally weighted)successful system conversion and 50%integration of Valley Green Bank, while Mr. Brobst’s individual performance component should be paid at Target.

As the President of Univest’s Wealth Management business, Mr. Norris does not participate in the same corporate-wide annual incentive plan as the other named executive officers. A separate bonus pool is established within Wealth Management and is funded based on achievementWealth Management’s pre-tax income. The actual incentive award for Mr. Norris is allocated and approved by the President and CEO of the pre-tax income goal forCorporation on a discretionary basis from the Bank’s Corporate Banking business. Similar topool. For 2015, Mr. Norris’ cash incentive target was 25% of salary, and the Corporation’s financial targets, the Corporate Banking goals have a Threshold, Target and Optimum component

Recognizing that unforeseen events in the economy could have an impact on yearlythe annual performance of the Corporation, but still result in the Corporation, through focused and disciplined management, exceeding the performance of its Select Peer Group, as determined by the Board of Directors, which consists of all publicly traded Mid-Atlantic (defined as Pennsylvania, New York, New Jersey, Delaware, Maryland and the District of Columbia) banks, thrifts and savings institutions between $1 billion and $5 billion in total assets, the Annual Incentive Compensation Plan also has a Peer Performance Lever. The Compensation Committee has the discretion to pay out at the Threshold level, even if the Corporation’s performance does not meet Threshold levels, if the Corporation’s performance exceeds 50% of the Select Peer Group performance with respect to Return on Average Assets. Additionally, the Compensation Committee has the discretion to pay out at the Target level, even if the Corporation’s performance does not meet Target levels, if the Corporation’s performance exceeds 80% of the Select Peer Group performance with respect to Return on Average Assets. Finally, the Compensation Committee has the discretion to not pay out the Annual Incentive Compensation if the Corporation’s performance does not exceed 40% of the Select Peer Group performance with respect to Return on Average Assets.

The long-term incentive program consists primarily of stock options and restricted stock grants, which are grantedgrants; performance-based restricted stock awards vest based on the Corporation’s performance compared to its selected peers with respect to certain financial measures. The purpose of the program is to align management’s interests with those of our shareholders, promote employee retention and also to ensure management’s focus on the long-term stability and performance of the Corporation. The Corporation’s target is to pay out incentive compensation, both short-term and long-term, at the median (50%) level of our peer group.group when targeted performance is met.

At the Annual Meeting in 2003, the shareholders approved the Univest 2003 Long-Term Incentive Plan; at the Annual Meeting in 2008, the shareholders approved the Amended and Restated Univest 2003 Long-term Incentive Plan. The 2003 Long-Term Incentive Plan expired in April 2013. At the Annual Meeting in 2013, the shareholders approved the Univest 2013 Long-Term Incentive Plan. The purpose of the plan is to enable employees and non-employee directors of the Corporation to: (i) own shares of stock in the Corporation, (ii) participate in the shareholder value which has been created, (iii) have a mutuality of interest with other shareholders and (iv) enable the Corporation to attract, retain and motivate key employees of particular merit. Participation in the 2013 Long-Term Incentive Plan is determined by the Compensation Committee. The plan authorizes the Committee to grant both stock and/or cash-based awards through incentive and non-qualified stock options, stock appreciation rights, restricted stock, and/or long-term performance awards to participants. With respect to these grants, 2,000,000 shares were initially set aside for these long-term incentives. The number of shares of common stock available for issuance under the plan is subject to adjustment, as described in the plan. This includes, in the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the stock, substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the plan, in the number and option price of shares subject to outstanding options granted under the plan and in the number and price of shares subject to other awards, as described in the plan. As a result of the acquisition and merger of Valley Green Bank into Univest Bank and Trust Co., 473,483 additional shares are now available for distribution under the 2013 Long-Term Incentive Plan. At the time of an award grant, the Committee will determine the type of award to be made and the specific conditions upon which an award will be granted (i.e. term, vesting, performance criteria, etc.).

Upon a change in control: any stock appreciation rights outstanding for at least six months and any stock options awarded which have been held for at least six months shall become fully vested and exercisable; restrictions applicable to any restricted stock award shall lapse and such shares shall be deemed fully vested; the value of all outstanding stock options, stock appreciation rights and restricted stock awards shall be cashed out on the basis of their fair market value; and any outstanding long-term performance awards shall be vested and paid out based on the prorated target results for the performance periods in question.

Long-term incentive compensation consists of a combination of stock options and performance-based restricted stock. The granting of options is anticipated to occur annually, at the discretion of the Compensation Committee, on January 31stock and is not contingent on the achievement of annual targets described under Annual Incentive Compensation. The number of options to be granted each year will be determined by the Compensation Committee.

Certain executive officers, including the named executive officers, receive expense allowances, a car allowance and/or country club membership dues.allowances. These perquisites are determined and approved by the Compensation Committee under the same methodologies for and in conjunction with base salary compensation. Univest also provides certain named executive officers with personal tax preparation services; these services are provided by a Certified Public Accounting firm other than Univest’s Independent Registered Public Accounting Firm, KPMG LLP.

Section 162(m) of the Internal Revenue Code generally provides that no deduction is allowed for compensation in excess of $1 million paid by a public company to its CEO or any of its other three most highly paid executive officers (other than the CFO). However, compensation that qualifies as "performance-based" compensation is not subject to the deductibility limit. The Compensation Committee attempts to maximize the deductibility of compensation under Section 162(m) to the extent doing so is reasonable and consistent with the Corporation's strategies and goals. However, the Compensation Committee recognizes that paying certain compensation that is not tax-deductible may sometimes be in our best interest, and to that end we do not have a policy requiring that all compensation be deductible. Further, even if the Compensation Committee intends or attempts to grant compensation that may qualify as "performance-based" for purposes of Section 162(m), the Corporation cannot guarantee that such compensation ultimately will continuebe deductible by it, including where in the Compensation Committee's judgment payment of non-deductible compensation is needed to reassess Univest'sachieve the Corporation’s overall compensation objectives.

In 2015, the Compensation Committee engaged McLagan, a part of Aon plc, as its independent compensation consultant. Working with McLagan, the Committee decided to make the following changes which will impact executive compensation program in order to ensure that it promotes the long-term objectives of Univest, encourages growth in shareholder value, provides the opportunity for management investment in the Corporation, and attracts and retains top-level executives who will manage strategically in 2015 and beyond.2016:

In November 2015, the Compensation Committee have carefully consideredmet and reviewed the impactperformance of these tax lawsthe named executive officers with the Chief Executive Officer to determine increases in base salary compensation for 2016. The Committee also met in executive session without the Chief Executive Officer to discuss his base salary for 2016. Increases in base salary compensation for 2016 were based on individual performance and have taken certain actions intended to preserve the Corporation's tax deductionselected peer group compensation review along with respect to any affected compensation.market analysis, which provides a broader view of compensation practices than the more limited peer group represented by the proxy study performed by the Corporation’s independent compensation consultants.

Through the programs described above, a significant portion of the Corporation's executive compensation is linked directly to individual and corporate performance and growth in shareholder value. The Committee intends to continue the policy of linking executive compensation to individual and corporate performance and growth in shareholder value, recognizing that the business cycle from time to time may result in an imbalance for a particular period.