Form 8-K - Current report

0000884614falseUGI CORP /PA/00008846142025-01-312025-01-31

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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 31, 2025

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

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Pennsylvania (State or Other Jurisdiction of Incorporation)	1-11071 (Commission File Number)	23-2668356 (IRS Employer Identification No.)

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500 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:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, without par value	​	UGI	​	New York Stock Exchange

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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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

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On January 31, 2025, 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) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025, and (iv) did not approve a shareholder proposal regarding a director election resignation governance guideline.

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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.

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DIRECTOR NOMINEES	FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
​ Mario Longhi, Chair	160,993,445	​	2,025,297	​	302,330	​	22,042,941
David Bingenheimer	161,815,971	​	1,152,305	​	352,796	​	22,042,941
M. Shawn Bort	158,491,862	​	4,520,801	​	308,409	​	22,042,941
Theodore A. Dosch	161,356,189	​	1,602,308	​	362,575	​	22,042,941
Tina V. Faraca	161,948,570	​	1,034,886	​	337,616	​	22,042,941
Robert Flexon	161,935,107	​	1,019,104	​	366,861	​	22,042,941
Alan N. Harris	161,077,072	​	1,935,968	​	308,032	​	22,042,941
Kelly A. Romano	160,865,542	​	2,134,266	​	321,264	​	22,042,941
Melanie Ruiz	161,721,246	​	1,211,157	​	388,669	​	22,042,941
Santiago Seage	160,818,947	​	2,139,244	​	362,881	​	22,042,941

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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:

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153,828,391	​		​		​
FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
153,828,694	​	8,917,151	​	575,227	​	22,042,941

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3.	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 KPMG LLP is as follows:

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FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
184,314,848	​	673,709	​	375,456	​	0

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4.	The number of votes cast for and against, the number of abstentions and the number of broker non-votes for a shareholder proposal regarding a director election resignation governance guideline is as follows:

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FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
33,808,066	​	128,602,635	​	910,371	​	22,042,941

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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
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February 4, 2025	​	By:	/s/ Jessica A. Milner
​	​	Name:	Jessica A. Milner
​	​	Title:	Secretary
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Document and Entity Information	Jan. 31, 2025
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 31, 2025
Entity Registrant Name	UGI CORP /PA/
Entity Incorporation, State or Country Code	PA
Entity File Number	1-11071
Entity Tax Identification Number	23-2668356
Entity Address, Address Line One	500 North Gulph Road
Entity Address, City or Town	King of Prussia
Entity Address State Or Province	PA
Entity Address, Postal Zip Code	19406
City Area Code	610
Local Phone Number	337-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	UGI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000884614
Amendment Flag	false

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