Date of Report (Date of earliest event reported): January 29, 2021
UGI Corporation
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
1-11071
23-2668356
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
460 North Gulph Road, King of Prussia, PA19406
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 610337-1000
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
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 29, 2021, 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) adopted a resolution approving the Company’s 2021 Incentive Award Plan, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021.
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 NOMINEES
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
M. Shawn Bort
152,037,575
14,521,692
302,478
21,778,004
Theodore A. Dosch
161,598,383
4.956,430
306,932
21,778,004
Alan N. Harris
161,651,321
4,908,661
301,763
21,778,004
Frank S. Hermance
160,443,184
6,139,423
279,138
21,778,004
Mario Longhi
161,595,498
4,950,820
315,427
21,778,004
William J. Marrazzo
159,315,158
7,237,700
308,887
21,778,004
Cindy J. Miller
161,608,000
4,971,465
282,280
21,778,004
Kelly A. Romano
161,250,719
5,324,180
286,846
21,778,004
James B. Stallings, Jr.
159,260,851
7,298,045
302,849
21,778,004
John L. Walsh
161,540,123
4,989,682
331,940
21,778,004
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:
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
157,608,388
8,635,102
618,255
21,778,004
3.The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the vote on the resolution to approve the Company’s 2021 Incentive Award Plan is as follows:
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
151,944,692
14,284,901
632,152
21,778,004
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:
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
187,199,036
606,359
834,354
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.