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Published: 2023-02-01 16:31:01 ET
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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): January 27, 2023
  
UGI Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania1-1107123-2668356
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
460 North Gulph Road, King of Prussia, PA 19406
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 610 337-1000
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:
☐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 each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
UGI
New York Stock Exchange
Corporate UnitsUGICNew York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

On January 27, 2023, UGI Corporation (the “Company”) held its Annual Meeting of Shareholders. The shareholders (i) elected all ten nominees to the Board of Directors, (ii) adopted a resolution approving the Company’s executive compensation, (iii) recommended holding future advisory votes on executive compensation every year, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

1.The table below sets forth (i) the number of votes cast for each director nominee, (ii) the number of votes cast against each director nominee, (iii) the number of abstentions for each director nominee, and (iv) the number of broker non-votes for each director nominee.

DIRECTOR NOMINEESFORAGAINSTABSTENTIONSBROKER NON-VOTES
M. Shawn Bort153,597,695 11,581,894 295,060 17,807,569 
Theodore A. Dosch164,139,560 1,072,187 262,902 17,807,569 
Alan N. Harris163,462,911 1,755,854 255,884 17,807,569 
Frank S. Hermance159,745,508 5,492,974 236,167 17,807,569 
Mario Longhi164,021,795 1,201,258 251,596 17,807,569 
William J. Marrazzo162,829,849 2,352,216 292,584 17,807,569 
Cindy J. Miller164,146,535 1,084,545 243,569 17,807,569 
Roger Perreault164,081,288 1,140,670 252,691 17,807,569 
Kelly A. Romano163,814,844 1,391,875 267,930 17,807,569 
James B. Stallings, Jr.161,797,400 3,397,896 279,353 17,807,569 


2.The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the advisory vote on the resolution to approve the Company’s executive compensation is as follows:

FORAGAINSTABSTENTIONSBROKER NON-VOTES
157,953,930 6,844,201 676,518 17,807,569 

3.The number of votes cast for one year, two years, and three years, and the number of abstentions for the advisory vote on the frequency with which shareholders will be asked to give an advisory vote on executive compensation is as follows:

1 YEAR2 YEARS3 YEARSABSTENTIONS
159,671,838 397,233 4,874,251 531,327


4.The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the ratification of the appointment of Ernst & Young LLP is as follows:

FORAGAINSTABSTENTIONSBROKER NON-VOTES
181,751,267 1,067,369 463,582 0


SIGNATURES
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.
 
UGI Corporation
February 1, 2023By:/s/ Jessica A. Milner
Name:Jessica A. Milner
Title:Assistant Secretary