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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UGI Corporation

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This summary highlights information contained elsewhere in this Proxy Statement. The summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

The following matrix reflects areas of qualifications and experience that are relevant to our long-term strategy beyond the minimum qualifications that our Board believes are necessary for all directors. The Corporate Governance Committee of the Board and our executive compensation policiesBoard believe that each director-nominee also brings his/her unique background, personal attributes and practicesa range of expertise and knowledge not reflected in the alignmentmatrix that provides our Board with an appropriate and diverse mix of executive payskills and attributes necessary for the Board to Company performance.fulfill its oversight responsibilities to our shareholders. More detailed information is provided in each director-nominee’s biography beginning on page 7.

The compensation program for our named executive officers is designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate and encourage our executives to contribute to our success and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value.

In Fiscal 2016, the components of our executive compensation program included salary, annual bonus awards, long-term incentive compensation (performance unit awards, UGI Corporation stock option grants and a restricted unit award to one named executive officer), limited perquisites, retirement benefits and other benefits, all as described in greater detail in the Compensation Discussion and Analysis of this Proxy Statement. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program to support our annual and long-term goals.

EightTen directors have been nominated by the Board of Directors to stand for election as directors at the Annual Meeting of Shareholders based upon recommendations from the Corporate Governance Committee. Each director-nominee has consented to serve, if elected, until the next annual meeting or until his or her earlier resignation or removal. If any director-nominee is not available for election, proxies will be voted for another person nominated by the Board of Directors or the size of the Board will be reduced. AllAt this time, the Board of Directors knows no reason why any of the director-nominees may not be able to serve as a director if elected.

Other than William J. Marrazzo and K. Richard Turner, who were both elected by the Board of Directors to serve as Directors effective September 5, 2019, all of the director-nominees were elected to the Board by our shareholders at last year’s annual meeting. The Board of Directors has unanimously nominated M. Shawn Bort, Richard W. Gochnauer,Theodore A. Dosch, Alan N. Harris, Frank S. Hermance, Anne Pol,William J. Marrazzo, Kelly A. Romano, Marvin O. Schlanger, James B. Stallings, Jr., Roger B. VincentK. Richard Turner and John L. Walsh for re-electionelection as directors at the Annual Meeting. Ernest E. Jones, a current director, isAs previously announced, both Anne Pol and Richard W. Gochnauer informed the Company of their intent not standingto stand for re-election in accordance withreelection to the Company’s mandatory retirement policy for directors.Board of Directors at the Company’s 2020 Annual Meeting.

Information about Director-Nominees

Biographical information for each of the director-nominees standing for re-electionelection is set forth below, as well as a description of the specific experience, qualifications, attributes and skills that led the Board to conclude that, in light of the Company’s business and structure, the individual should serve as a director. The Board believes that each director-nominee has valuable individual skills and experience that, taken as a whole, provide the depth of knowledge, judgment and strategic vision necessary to provide effective oversight of the Company.

Principal Occupation and Business Experience:Ms. Bort retired in 2015 as Senior Vice President, Finance of Saint-Gobain Corporation, the North American business of Compagnie de Saint-Gobain (a global manufacturer and distributor of flat glass, building products, glass containers and high performance materials) (2006 to 2015). Ms. Bort was formerly Vice President, Finance (2005 to 2006) and Vice President, Internal Control Services (2002 to 2005) of Saint-Gobain. Prior to joining Saint-Gobain, she was a partner with PricewaterhouseCoopers LLP, a public accounting firm (1997 to 2002), having joined Price Waterhouse in 1984. Ms. Bort also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:Ms. Bort’s qualifications to serve as a director include her senior financial executive management experience with a global company, andas well as her extensive public accounting knowledge and experience. Her education (Ms. Bort has a bachelor’s degree in accounting from Marquette University and a Master of Business Administration degree in finance and operations management from the

Wharton School of the University of Pennsylvania) and experience provide her with financial expertise and a well-developed awareness of IT infrastructure, financial strategy, asset management and risk management. Ms. Bort also possesses international experience by virtue of her former executive position at a large global company.

		RICHARD W. GOCHNAUER Retired Chief Executive Officer, United Stationers, Inc. Director since 2011 Age 67 Member, Audit Committee Member, Corporate Governance Committee

Mr. Gochnauer retired in May 2011 as Chief Executive Officer and Director of United Stationers Inc. (a wholesale distributor of business products) (2002 to 2011). He previously served as President and Chief Operating Officer and Vice Chairman and President, International, of Golden State Foods Corporation (a food service industry supplier) (1994 to 2002). Mr. Gochnauer also serves as a Director of AmerisourceBergen Corporation (a wholesale distributor of business products in the U.S. and internationally), Golden State Foods Corporation, and UGI Utilities, Inc., a subsidiary of the Company.

Mr. Gochnauer’s qualifications to serve as a director include his extensive senior management experience as Chief Executive Officer of a large public company and his operational, strategic planning, technology, and business development expertise. Mr. Gochnauer’s education (Mr. Gochnauer has a Bachelorcorporate governance experience by virtue of Science degree from Northwestern University and a Masterher position on the advisory board at Drexel University’s LeBow College of Business, Administration from Harvard University) and experience provide him with financial expertise.Center for Corporate Governance.

Principal Occupation and Business Experience:Mr. HermanceDosch is ChairmanExecutive Vice President of the BoardFinance and Chief Financial Officer of AMETEK,Anixter International Inc. (a leading global manufacturerdistributor of network & security solutions, electrical & electronic instrumentssolutions and electromechanical devices)utility power solutions) (since 2001)2011). He previously served as AMETEK’s Chief Executive OfficerAnixter International’s Senior Vice President, Global Finance (2009 to 2011). Prior to joining Anixter International, Mr. Dosch held a number of executive positions with Whirlpool Corporation, including CFO – North America and Vice President, Finance, of Maytag Integration (2006 to 2008), Corporate Controller (2004 to 2006) and CFO – North America (1999 – 2016) and as President and Chief Operating Officer (1996 to 1999)2004). Mr. Hermance is a member of the Board of Trustees of the Rochester Institute of Technology. HeDosch also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company,Company.

Key Skills and Qualifications:Mr. Dosch’s qualifications to serve as a director include his senior financial executive management experience at both Anixter International and Whirlpool Corporation. His education (Mr. Dosch has a bachelor’s degree in accounting from Ohio University and is a certified public accountant) and experience provide him with financial expertise. Mr. Dosch possesses extensive international expertise by virtue of his positions at Anixter International and Whirlpool Corporation, companies with global operations, as well asin-depth experience in the areas of strategic planning, asset management, distribution and logistics, and risk management.

Principal Occupation and Business Experience:Mr. Harris retired in January 2015 from Spectra Energy Corporation (an operator in the transmission and storage, distribution and gathering and processing of natural gas) where he served in multiple roles since 2007, including as Senior Advisor to the Chairman, President and Chief Executive Officer on project execution efforts (2014 to 2015), Chief Development Officer and Chief Operations Officer (2008 to 2014) and Chief Development Officer (2007 to 2008). Prior to Spectra Energy Corporation’sspin-off from Duke Energy Gas Transmission, Mr. Harris held various positions of increasing responsibility at Duke Energy, including Group Vice President, Chief Financial Officer (2004 to 2006), Executive Vice President (2003 to 2004), Senior Vice President, Strategic Development and Planning (2002 to 2003), Vice President, Controller, Treasurer, Strategic Planning (2000 to 2002) and Vice President, Controller, Strategic Planning (1999 to 2000). Mr. Harris currently serves as a Director of Enable Midstream Partners, LP. (an owner, operator and developer of midstream energy infrastructure assets in the U.S.) and UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:Mr. Harris’ extensive background in the energy industry, and in particular natural gas distribution and transmission, provide him with industry expertise. Additionally, Mr. Harris’ experience provides him with strategic planning and business development experience. As a former senior financial executive, Mr. Harris also possesses experience in corporate finance and accounting. His education (Mr. Harris has a bachelor’s degree in accounting from Northeastern Oklahoma State University and an MBA from the University of Tulsa and is a certified public accountant) and experience provide him with financial expertise. Mr. Harris also possesses operational expertise in the energy sector by virtue of his senior executive experience at Spectra Energy and his director experience at Enable Midstream Partners.

Principal Occupation and Business Experience:Mr. Hermance is the retired Chairman (2001 to 2017) and Chief Executive Officer (1999 to 2016) of AMETEK, Inc. (a global manufacturer of electronic instruments and electromechanical devices). He previously served as AMETEK’s President and Chief Operating Officer (1996 to 1999). Mr. Hermance serves as Director Emeritus of the Greater Philadelphia Alliance for Capital and Technologies.Technologies, as Vice Chairman of the World Affairs Council of Philadelphia, and as an advisory board member at American Securities LLP (a private equity firm). He previously served as a member of the Board of Trustees of the Rochester Institute of Technology (until November 2016) and as a Director of IDEXAmeriGas Propane, Inc., a subsidiary of the Company, until its merger into UGI Corporation ending in April 2012.August 2019. Mr. Hermance also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.    As previously announced, Mr. Hermance has been nominated to succeed Marvin O. Schlanger as Chair of the Board following the Company’s 2020 Annual Meeting.

Key Skills and Qualifications:Mr. Hermance’s qualifications to serve as a director include his extensive senior management experience in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of a large global public company. The Board also considered Mr. Hermance also providesHermance’s relevant experience in the areas of corporate governance, mergers and acquisitions, human resources management,international operations, logistics, distribution, risk management, mergers and acquisitions, corporate governance, human resources management and executive compensation. As an executive of a company with global operations, Mr. Hermance also provides the Board with international experience.

		ANNE POL Retired President and Chief Operating Officer, Trex Enterprises Corp. Director 1993 through 1997 and since 1999 Age 69 Chair, Compensation and Management Development Committee Member, Safety, Environmental and Regulatory Compliance Committee

Mrs. Pol retired in 2005 as President and Chief Operating Officer of Trex Enterprises Corporation (a high-technology research and development company), a position she had held since 2001. She previously served as Senior Vice President (1998 to 2001) and Vice President (1996 to 1998) of Thermo Electron Corporation (an environmental monitoring and analytical instruments company and a major producer of recycling equipment, biomedical products and alternative energy systems). Mrs. Pol also served as President of Pitney Bowes Shipping and Weighing Systems Division, a business unit of Pitney Bowes Inc. (a mailing and related business equipment company) (1993 to 1996); Vice President of New Product Programs in the Mailing Systems Division of Pitney Bowes Inc. (1991 to 1993); and Vice President of Manufacturing Operations in the Mailing Systems Division of Pitney Bowes Inc. (1990 to 1991). Mrs. Pol also serves as a Director of UGI Utilities, Inc. and AmeriGas Propane, Inc., both of which are subsidiaries of UGI Corporation.

Mrs. Pol’s qualifications to serve as a director include her strategic planning, business development and technology experience as a senior-level executive with a diversified high-technology company. Mrs. Pol also possesses an important understanding of, and extensive experience in, the areas of executive compensation, human resource management, corporate governance and government regulation.

Principal Occupation and Business Experience:Mr. Marrazzo is Chief Executive Officer and President of WHYY, Inc., a public television and radio company in the nation’s fourth largest market (since 1997). Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc., a publicly traded corporation (1988 to 1997), served as Water Commissioner for the Philadelphia Water Department (1971 to 1988) and was Managing Director for the City of Philadelphia (1983 to 1984). Mr. Marrazzo previously served as a member of the board of American Water Works Company, Inc. (2003 to 2016), and as a director of Woodard and Curran (a national engineering firm) (2001 to 2011). Additionally, Mr. Marrazzo was a

director of AmeriGas Propane, Inc., a subsidiary of the Company, from 2001 until its merger with UGI Corporation in August 2019. Mr. Marrazzo also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:Mr. Marrazzo’s qualifications to serve as a director include his extensive experience as Chief Executive Officer of bothnon-profit and public companies, and his city government leadership experience. Mr. Marrazzo’s senior-level executive experience in both the public and private sectors provide him with financial, strategic planning, risk management, business development and operational expertise. Additionally, by virtue of his 18 years as a member, including six as Chair, of the AmeriGas Propane, Inc. Audit Committee and his 16 years as a member of its Compensation/Pension Committee, Mr. Marrazzo possesses extensive executive compensation, human resources management and audit committee financial expertise.

Principal Occupation and Business Experience:Ms. Romano is the Founder and Chief Executive Officer of BlueRipple Capital, LLC, a consultancy firm focused on strategy, acquisitions, deal structure, and channel development for high technology companies. Ms. Romano retired from United Technologies Corporation (a diversified company that provides high technology products and services to the building and aerospace industries) in 2016 after serving in various positions of increasing responsibility since 1984. From 1993 to 2016, Ms. Romano held a number of senior executive positions at United Technologies Corporation, including President, Intelligent Building Technologies, Building Systems & Services (2014 to 2016), Corporate Vice President, Business Development, UTC Corporate Headquarters (2012 to 2014), President, Global Security Products, UTC Fire & Security (2011 to 2012), Senior Vice President, Global Sales & Marketing, UTC Fire & Security (2010 to 2011), and President, Building Systems & Services, Carrier Corporation (2006 to 2009). Ms. Romano has been an executive advisory board member of Gryphon Investors (a private equity firm focused on middle-market investment opportunities) since December 2016; a senior advisory partner of Sand Oak Capital Partners, LLC (a private equity firm focused on investments in U.S. industrial and manufacturing companies) since May 2016; managing partner of Xinova, LLC (an innovation and development firm) since May 2016; and a director andco-chair of the Board of Potter Electric Signal (a leading sprinkler monitoring and fire-life safety company) since December 2017. Ms. Romano is currently a director of Dorman Products, Inc. (an aftermarket automotive supplier). Ms. Romano also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:    Ms. Romano’s qualifications to serve as a director include her extensive global senior executive management experience at United Technologies Corporation and her operational, technology, sales, marketing, distribution, strategic planning and leadership, business development, corporate governance and executive compensation and management knowledge and expertise.

Principal Occupation and Business Experience:Mr. Schlanger currently serves as the Company’s ChairmanChair of the Board (since January 2016). He is a Principal in the firm of Cherry Hill Chemical Investments, L.L.C. (a management services and capital firm for chemical and allied industries) (since 1998). Mr. Schlanger served as Chief Executive Officer of CEVA Holdings BV and CEVA Holdings, LLC, an international logistics supplier (2012 to 2013). Mr. Schlanger is currently serves as a directorDirector of AmeriGas Propane, Inc., and UGI Utilities, Inc., botha subsidiary of which are subsidiariesthe Company, and on the advisory board of UGI Corporation.the Kleinman Center for Energy Policy at the University of Pennsylvania. He is alsopreviously served as a director of CEVA Logistics AG (2018 to 2019), CEVA Holdings, LLC where he serves as chairman,(2009 to 2018), CEVA Group, plc where he serves as non-executive chairman,(2009 to 2018), Hexion, Inc. (2014 to 2019), Momentive Performance Materials, Inc. (2010 to 2019), and VECTRA Company.Company (2015 to 2018). Mr. Schlanger also served as a Director of AmeriGas Propane, Inc. (2009 to 2019), a subsidiary of the Company, until its merger into UGI Corporation in August 2019. As previously disclosed, Mr. Schlanger has announced his intention to retire from the Company’s Board of Directors, effective as of the Company’s Annual Meeting of Shareholders to be held in January 2021. Mr. Schlanger has been nominated to serve as the Company’s Vice Chair of the Board following the Company’s 2020 Annual Meeting to facilitate the transition to Mr. Hermance as the incoming Chair of the Board.

Key Skills and Qualifications:Mr. Schlanger’s qualifications to serve as a director include his senior management, strategic planning, business development, risk management, and general operationsoperational experience. Additionally, by virtue of his prior experience throughout his career as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of Arco Chemical Company, a large public company. By virtue ofcompany, ARCO Chemical Company, and his senior executive leadership at companies with global operations, Mr. Schlanger also provides the Board with international experience. The Board also considered Mr. Schlanger’s experience serving as chairman,Chair, director and committee member on the boards of directors of large public and private international companies.

Principal Occupation and Business Experience:Mr. Stallings is Managing Partnerthe Chief Executive Officer of PS27 Ventures, LLC, a private investment fund focused on technology companies (since January 2013). In 2013, Mr. Stallings retired from International Business Machines Corporation (IBM) (a global provider of information technology and services) as General Manager of Global Markets, Systems and Technology, a position he had held since 2009. From 2002 to 2009, Mr. Stallings held a number of senior executive leadership positions at IBM in the technology, mainframe, software and intellectual property areas. He was founder, Chairman and CEO of E House (a consumer technology company) from 2000 to 2002. Previously,

he was Executive Vice President, Physician Sales & Services, Inc. (a medical products supplier) from 1996(1996 to 2000.2000). Mr. Stallings currently serves as a director of Fidelity National Information Services Corporation (FIS) (a global provider of banking and payment technology, consulting and outsourcing solutions), Cannae Holdings, Inc. (a principal investment firm), the Seaside National Bank and Trust Company (a nationally chartered commercial bank handling private and commercial banking, wealth management and insurance), and as a director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:Mr. Stallings’ qualifications to serve as a director include his expertise and extensive experience managing enterprise-wide global technology and information systems, including responsibility for profit and loss statements. With Mr. Stallings’ combination of business development and technology infrastructure expertise, as well as his education (Mr. Stallings has a Bachelor of Science degree from the U.S. Naval Academy) and his service as a director on other boards, he provides valuable business development, board-level risk management oversight (including fromwith respect to a regulated industry), finance experience and finance experience.corporate governance. The Board also considered his strong leadership, operations experience and strategic planning experience, as well as his investment committee experience at a venture capital company. By virtue of his other board service, Mr. Stallings possesses experience with board-level risk oversight, corporate governance and banking issues.

Principal Occupation and Business Experience:Mr. VincentTurner is currently Managing Director of Altos Partners (formerly Altos Energy Partners), a private equity firm (since 2012), after having retired in 2011as Senior Managing Director from his positionthe Stephens Group, LLC, a private, family-owned investment firm (1983 to 2011). Mr. Turner previously served as President of Springwell Corporation, a corporate finance advisory firm he founded in 1989. Prior to 1989, Mr. Vincent held various positions at Bankers Trust Company, including managing director. Mr. Vincent serves as Trustee and Former Chairmanmember of the Boardboards of the VOYA Fundsgeneral partner of Energy Transfer Equity, L.P. (2002 to 2018), Sunoco LP (2014 to 2018), Energy Transfer Partners, L.P. (2004 to 2011), Laney Directional Drilling, LLC (2014 to 2017), and North American Energy Partners, Inc. (2003 to 2016). Additionally, Mr. Turner was a director of AmeriGas Propane, Inc., a subsidiary of the Company, from 2012 until its merger with UGI Corporation in August 2019. Mr. Turner also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company. He previously

Key Skills and Qualifications:The Board considered Mr. Turner’s significant industry experience by virtue of having served on the boards and audit committees of other energy companies and master limited partnerships. Additionally, Mr. Turner possesses audit committee financial expertise having served as a Directormember of the AmeriGas Propane, Inc., Audit Committee for six years, is a subsidiary of the Company, from 1998 to 2006.

non-practicing certified public accountant and has public accounting experience. Mr. Vincent’s qualifications to serve as a director include hisTurner also has extensive experience as foundera private equity executive, including serving in accounting and senior executive of a corporate finance advisory firm, as well as his prior experience as a managing partner at a major banking institution. In addition, the Board considered Mr. Vincent’s many years serving as a director and trustee at various funds of a registered investment company, his service as a member or chair of the audit committees for public companies and funds, and his service as a director of the National Association of Corporate Directors.roles.

Principal Occupation and Business Experience:Mr. Walsh is a Director and President (since 2005) and Chief Executive Officer (since 2013) of UGI Corporation. In addition, Mr. Walsh serves as a Director and Chairman of the Board of AmeriGas Propane, Inc. (since 2016) where he had served as a director and vice chairman since 2005. He also serves as Vice Chairman of UGI Utilities, Inc., a subsidiary of the Company (since 2005). Both AmeriGas Propane, Inc. andHe previously served as UGI Utilities, Inc. are subsidiaries of UGI Corporation. Mr. Walsh served asCorporation’s Chief Operating Officer of UGI Corporation (2005-2013)(2005 to 2013) and as the President and Chief Executive Officer of UGI Utilities, Inc. (2009 to 2011). Previously, Mr. Walsh was the Chief Executive of the Industrial and Special Products Divisiondivision of the BOC Group plc (an industrial gases company), a position he assumed in 2001. He was an Executive Director of BOC (2001 to 2005), having joined BOC in 1986 as Vice President – Special Gases and having held various senior management positions in BOC, including President of Process Gas Solutions, North America (2000 to 2001) and President of BOC Process Plants (1996 to 2000). Mr. Walsh also serves as a Director at Main Line Health, Inc., the United Way of Southeastern PennsylvaniaGreater Philadelphia and Southern New Jersey, the World Affairs Council of Philadelphia, the Greater Philadelphia Chamber of Commerce, the Mastery Charter School, the Satell Institute, and the World LPG Association.Philadelphia Zoo, and as Trustee at the Saint Columbkille Partnership School. Mr. Walsh also served as a Director (since 2005) and Chairman of the Board (since 2016) of AmeriGas Propane, Inc. until its merger into UGI Corporation in August 2019.

Key Skills and Qualifications:Mr. Walsh’s qualifications to serve as a director include his extensive strategic planning, logistics and distribution and operational experience and his executive leadership experience as the Company’s CEOPresident and President,Chief Executive Officer, as well as his previous service as the Company’s Chief Operating Officer, and his other prior senior management experience with a global public company. Mr. Walsh hasin-depth knowledge of the Company’s businesses, competition, risks, and health, environmental and safety issues.risks. Mr. Walsh, by virtue of his current position and his previous position at a multinational industrial gas company, possesses international experience, as well as management development and compensation experience.

Corporate Governance Principles

The business of UGI Corporation is managed under the direction of the Board of Directors. As part of its duties, the Board oversees the corporate governance of the Company for the purpose of creating and sustaining long-term value for its shareholders and safeguarding its commitment to its other stakeholders: our employees, our customers, our suppliers, andvendors, creditors, and the communities in which we do business. To accomplish this purpose, the Board considers the interests of the Company’s shareholdersstakeholders when, together with management, it sets the strategies and objectives of the Company.

The Board, recognizing the importance of good corporate governance in carrying out its responsibilities to our shareholders, has adopted the UGI Corporation Principles of Corporate Governance. The Principles of Corporate Governance provide a framework for the effective governance of the Board and the Company by outlining the responsibilities of the Board and Board Committees. The Board, upon recommendation of the Corporate Governance Committee, regularly reviews the Principles and, as appropriate, updates them in response to changing regulatory requirements, feedback from shareholdersstakeholders on governance matters and evolving best practices in corporate governance.

The full text of the Company’s Principles of Corporate Governance can be foundare posted on the Company’sour website at www.ugicorp.com , under Investor Relations, Corporate Governance or in print, free of charge, upon written request.

Director Independence

The Board, upon the recommendation of the Corporate Governance Committee, has determined that, other than Mr. Walsh, no Director has a material relationship with the Company, and each Director satisfies the criteria for an “independent director” under the rules of the New York Stock Exchange.

The Board has established the following additional guideline to assist it in determining director independence:

In making its determination of independence, the Board, with the assistance of the Company’s legal counsel, considered charitable contributions and ordinary business transactions between the Company, or affiliates of the Company, and companies where our Directors are employed or serve as directors, all of which were in compliance with either the independence rules of the New York Stock Exchange or the categorical standard set by the Board of Directors for determining director independence.

Board Leadership Structure and Role in Risk Management

The Board of Directors regularly assesses and determines the most appropriate Board structure to ensure effective and independent leadership while also ensuring appropriate insight into the operations and strategic direction of the Company. In connection with the retirement of Lon R. Greenberg as Chairman of theThe Board the Boardhas determined that the appointment of an independent Chairman would beChair is the most appropriate leadership structure.structure for the Company, taking into account the current business conditions and the environment in which the Company operates. Our Chairman, Mr. Schlanger, was first elected as Chairmanindependent Chair of the Board effectivein January 28, 2016. As announced in September 2019, as part of the Company’s ongoing Board succession planning, Mr. Schlanger informed the Board of his intention to retire from the UGI Corporation Board of Directors at the Annual Meeting of Shareholders to be held in January 2021. The Board, at that time, nominated Frank S. Hermance to succeed Mr. Schlanger as Chair of the Board following the 2020 Annual Meeting of Shareholders, with Mr. Schlanger being nominated to serve as Vice Chair to facilitate the transition. The Board believes that the Company iswill best be served by having Mr. SchlangerHermance as independent Chair due toby virtue of his unique, extensive senior executive leadership experience and global strategic perspective, as well as hisin-depth knowledge of the Company’s corporate strategy and operating history and his experience asprior service on the Board of Directors of AmeriGas Propane, Inc.

We believe that the Board effectively oversees the Company’s Presiding Director since 2011.

Senior management of the Company is responsible for assessing and managing risk. Senior management has developedrisk management. In particular, our Board takes an enterpriseactive role in risk management process intendedand environmental, social and governance (“ESG”) efforts, fulfilling its oversight responsibilities directly as well as through delegation to identify, prioritize and monitor key risks that may affect the Company. Our Board plays an important role in overseeing management’s performance of these functions. In addition to general risk oversight by the Board, the charter of the Audit Committee, sets out the primary responsibilities ofCorporate Governance Committee, the Audit Committee. Those responsibilities require the Audit Committee to discuss with management, the general auditor and the independent auditors, the Company’s enterprise risk management policies and processes, including major risk exposures, risk mitigation, and the design and effectiveness of the Company’s processes and controls to prevent and detect fraudulent activity. The Compensation and Management Development Committee is responsible for oversight ofand the Company’s compensation programs to ensure that the programs do not encourage employees to take unnecessary or excessive risks. The Safety, Environmental and Regulatory Compliance Committee, has primarywith the Chair of each Committee reporting to the Board on his or her respective committee’s oversight activities and decisions.

Our businesses are subject to a number of risks and uncertainties, which are described in detail in our Annual Report on Form10-K for the fiscal year ended September 30, 2016.2019. Throughout the year, in conjunction with its regular business presentationsmanagement presents to the Board and its committees management highlightson significant risks and risk mitigation plans. Management also reports to each of the Committees and the Board on steps being taken to enhance management processes and controls in light of evolving market, business, regulatory and other conditions. The Chair of each Committee reports toBoard reviews the entire Board on his or her respective committee’s activities and decisions. In addition, onrisks facing the Company with both an annual basis, an extended meeting of the Board is dedicated to reviewing the Company’s short- and long-term strategies and objectives, including consideration of significant risks to the execution of those strategies and the achievement of the Company’s objectives.longer-term strategic focus.

Board Meetings and Attendance

The Board of Directors held 619 meetings in Fiscal 2016.2019.    All Directors attended at least 75 percent of the meetings of the Board of Directors and Committees of the Board of which they were members. Generally, all Directors are expected to attend the Company’s Annual Meeting of Shareholders, and eachabsent unforeseen circumstances that prevent their attendance. Each of the Company’s Directorsthen current Board members attended the 20162019 Annual Meeting of Shareholders.

Independent Directors of the Board also meet in regularly scheduled sessions without management.any members of management present. These sessions are led by our Chairman.Chair. The purpose of these executive sessions is to promote open and candid discussion among the independent directors.

Board and Committee Structure

Annually, the Corporate Governance Committee monitors and assesses the structure, composition, operation and performance of the Board and, if appropriate, makes recommendations for changes. Our Board Committees include Audit, Compensation and Management Development, Corporate Governance, Executive, and Safety, Environmental and Regulatory Compliance.Compliance, and Executive. The members of each of the Board Committees,

with the exception of the Executive Committee, are independent as defined by the New York Stock Exchange listing standards. The chartersCharters of the Audit, Corporate Governance, Compensation and Management Development, and Safety, Environmental and Regulatory Compliance Committees can be foundare posted on the Company’sour website, www.ugicorp.com under Investor Relations, Corporate(see Company — Leadership and Governance — Committees and Charters), or in print, free of charge, upon written request.

Current Board Composition

Name

Audit    Committee

Compensation and    Management    Development    Committee

Corporate    Governance    Committee

Executive    Committee

Safety, Environmental and    Regulatory Compliance    Committee

M. S. Bort

1, 2

Chair

R. W. Gochnauer

1, 2

X

X

F. S. Hermance

1

X

Chair

E. E. Jones

1

X

A. Pol

1

Chair

X

M. O. Schlanger

1, 3

Chair

Chair

J. B. Stallings, Jr.

1

X

X

R. B. Vincent

1

X

X

X

J. L. Walsh

X

NUMBER OF COMMITTEE MEETINGS HELD LAST YEAR

9

5

7

2

4

(1)    Independent Director                        (2)    Audit Committee Financial Expert                                    (3)     Chair of the Board

Audit Committee

:    The Audit Committee (i) oversees the Company’s accounting and financial reporting processes and independent audits of the financial statements; (ii) oversees the adequacy of internal controls relative to financial and business risk; (iii) monitors compliance with enterprise risk management policies; (iv) appoints, and approves the compensation of, the independent accountants; (v) monitors the independence of the independent registered public accounting firm and the performance of the independent accountants and the internal audit function; (vi) discusses with management, the general auditor and the independent auditor, policies with respect to risk assessment and risk management; (vii) provides a means for open communication among the Company’s independent accountants, management, internal audit staff and the Board; (viii) monitors compliance with the Company’s code of business conduct and (viii)ethics with respect to the chief executive officer and senior financial officers; and (ix) oversees compliance with applicable legal and regulatory requirements.

Our Board has determined that each member of the Audit Committee is considered to be financially literate under applicable New York Stock Exchange listing standards. Additionally, the Board has determined that Ms. Bort and Mr. GochnauerDosch qualify as “audit committee financial experts” in accordance with the applicable rules and regulations of the SEC.

Compensation and Management Development Committee

:    The Compensation and Management Development Committee (i) establishes and reviews overall executive compensation philosophy and objectives; (ii) reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those goals and objectives and, together with the other independent Directors, on the Board, determines and approves the CEO’s compensation based upon such evaluation; (iii) assists the Board in establishing a succession plan for the position of CEO; (iv) reviews the Company’s plans for management development and senior management succession; (v) establishes executive compensation policies and programs, ensuring that such plans do not encourage unnecessary risk-taking; (vi) approves salaries, target bonus levels, and awards and payments to be made to senior executivesmanagement (other than the CEO); (vii) approves a maximum value pool of options and other equity-based awards to be granted tonon-senior management employees; (viii) reviews with management the CD&A; (viii)(ix) oversees compliance with the

Company’s recoupment policy; (ix)(x) oversees compliance with the Company’s stock ownership and retention policy; and (x)(xi) selects and oversees the performance of the compensation consultant, ensuring such consultant’s independence.

Corporate Governance Committee

:The Corporate Governance Committee (i) identifies nominees and reviews the qualifications of persons eligible to stand for election as Directors and makes recommendations to the Board; (ii) reviews and recommends candidates for committeeCommittee membership and chairs; (iii) advises the Board with respect to significant developments in corporate governance matters; (iv) reviews and assesses the performance of the Board and each Committee; (v) reviews and recommends Director compensation; (vi) monitors compliance with the Company’s code of business conduct and (vi)ethics; and (vii) reviews director and officer indemnification and insurance coverage.

Safety, Environmental and Regulatory Compliance Committee

:    The Safety, Environmental and Regulatory Compliance Committee (i) reviews the adequacy of, and provides oversight with respect to, the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives and training; (ii) reviews operational risks associated with the Company’s businesses; (iii) reviews the Company’s policies and programs to promote cyber security; (iv) reviews reports regarding the Company’s code of ethicalbusiness conduct and ethics for employees to the extent relating to safety, environmental and regulatory compliance matters; and (v) keeps abreast of the regulatory environment within which the Company operates.

Executive Committee

:    The Committee has limited powers to act on behalf of the Board of Directors between regularly scheduled meetings on matters that cannot be delayed.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation and Management Development Committee are Messrs. Hermance, Jones and Vincent and Mrs. Pol. Mr. Schlanger was a member of the Compensation and Management Development Committee during a portion of Fiscal 2016. None of the members is a former or current officer or employee of the Company or any of its subsidiaries, or is an executive officer of another company where an executive officer of UGI Corporation is a director.

Selection of Board Candidates

The Corporate Governance Committee conducts an annual assessment of the composition of the Board and Committees and reviewsestablishes, with the Board, the appropriate qualifications, skills, experience and characteristics required of Board members. The Committee seeks director candidates based upon a number of qualifications, including independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community and the ability to foster a diversity of backgrounds and views and to complement the Board’s existing strengths.strengths, recognizing that diversity is a critical element to enhancing board effectiveness. The Committee continuously evaluates these desired attributes in light of the Company’s long-term strategy and needs as part of its Director succession planning process. The Committee seeks individuals who have a broad range of demonstrated abilities and accomplishments in areas of strategic importance to the Company, such as senior executive leadership, general operational management, finance, energy distribution, international business, law and public sector activities. Directors should also possess a willingness to challenge and stimulate management and the ability to work as part of a team in a collegial atmosphere. The Committee also seeks individuals who are capable of devoting the required amount of time to serve effectively on the Board and its Committees. With respect to incumbent Directors, the Committee also considers the past performance of each Director. As part of the annual process of nominating independent Board candidates, the Committee obtains an opinion of the Company’s General Counsellegal counsel that there is no reason to believe that the Board candidate is not “independent” as defined by the New York Stock Exchange listing standards.

The Corporate Governance Committee considers recommendations from a wide variety of its business contacts, including current non-management Directors, executive officers, community leaders, and shareholders as a source for potential Board candidates. The Committee may also utilizeuses the services of a third-party search firmfirms to assist it in identifying and evaluating possible nominees for director.Director. The Board reviews and has final approval of all potential directorDirector nominees for election to the Board. During Fiscal 2019, the Board of Directors, upon recommendation by the Corporate Governance Committee, elected William J. Marrazzo and K. Richard Turner as members of the Board. Messrs. Marrazzo’s and Turner’s biographies and qualifications are set forth in ITEM 1 — Election of Directors, beginning on page 7. In selecting Messrs. Marrazzo and Turner, the Corporate Governance Committee and the Board considered specifically their experience as members of the AmeriGas Propane, Inc. Board of Directors, prior to the AmeriGas Merger, as well as their business acumen, expertise and thorough knowledge of the Company’s domestic propane business.

WrittenShareholders may submit written recommendations by shareholders for director nominees should be submitteddirector-nominees to the Corporate Secretary, UGI Corporation, 460 North Gulph Road, King of Prussia, PA 19406. The Company’s Bylaws do not permit

shareholders to nominate candidates from the floor at an annual meeting without notifying the Corporate Secretary 45 days prior to the anniversary of the mailing date of the Company’s proxy statement for the previous year’s annual meeting. Notification must include certain information detailed in the Company’s Bylaws. If you intend to nominate a candidate from the floor at the Annual Meeting, please contact the Corporate Secretary.

Code of EthicsBoard and Committee Evaluation Process

The Company hasBoard is committed to a robust and constructive annual performance self-assessment process, which seeks to determine whether it and its Committees function effectively. This self-assessment process is also adopted (i)linked with the Board’s long-term succession planning practices and Board refreshment, generally. The Corporate Governance Committee is responsible for overseeing this formal process, with the assistance of the Corporate Secretary. Each year, the Committee reviews the overall evaluation process, as well as the substantive matters to be addressed by the evaluation process, with the goal to identify opportunities for improvement, as appropriate. The results of the assessments are discussed with the Committees and with the full Board. Any items requiring additional consideration are monitored by the Corporate Secretary throughout the subsequent year forfollow-up action, as appropriate.

The Board evaluation process is conducted, in alternating years, by either a Codewritten questionnaire or by a series of Ethicsinterviews conducted by the independent Chair. During Fiscal 2019, each Director discussed his or her assessment of the effectiveness of the Board and each committee on which he or she serves, as well as individual Director performance and Board dynamics with the Chair. The Chair prepared a summary of key findings, which is used by each of the Committees and the Board to identify opportunities for improving the Chief Executive Officer and Senior Financial Officers that applieseffectiveness of the Board, including potential changes to the Company’s Chief Executive Officer, Chief Financial OfficerBoard’s policies and Chief Accounting Officer,procedures, in order to best enable the Board and (ii) a Codeeach of Business Conduct and Ethics for Directors, Officers and Employees. Both Codes are posted on the Company’s website, www.ugicorp.com, under Investor Relations – Corporate Governance. All of these documents are also available free of charge by writingits Committees to the Treasurer of UGI Corporation at P.O. Box 858, Valley Forge, PA 19482.discharge its oversight responsibilities.

Investor Outreach

UGI seeks regular engagement with investors in order to communicate our strategy and to solicit feedback from the investorinvestment community. Management periodically engages a third partythird-party consultant to obtain independent feedback from our investors. In Fiscal 2016,2019, we participated in a number of investor conferences, roadshows, meetings at our corporate office, and telephonic discussions with investors. These meetings occurred both in the United States (U.S.) and in Europe and were attended by various members of the Company’s senior management, including our Chief Executive Officer, Chief Financial Officer, Treasurer, and/or senior members of our business segmentunit management teams. Management periodically discusses feedback, including key themes and other insights gained from the investor outreach meetings, at the Company’s Board and Committee meetings, as appropriate. The Board of Directors, as well as the management team, values the perspectives of our investors as it helps us to understand and evaluate the effectiveness of our investor communications. Additionally, the Compensation and Management Development Committee takes into consideration the results of the annual advisory vote on the Company’s executive compensation program. At the 20162019 Annual Meeting, over 96%92% of the Company’s shareholders showed their strong support by voting to approve the compensation of the Company’s named executive officers.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics, which is posted on the Company’s website, www.ugicorp.com, under “Company — Leadership and Governance — Governance Documents.” The Code of Business Conduct and Ethics is also available free of charge by writing to the Corporate Secretary of UGI Corporation at P.O. Box 858, Valley Forge, PA 19482.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation and Management Development Committee are Mrs. Pol and Messrs. Gochnauer and Hermance. None of the members is a former or current officer or employee of the Company or any of its subsidiaries, or is an executive officer of another company where an executive officer of UGI Corporation is a director.

Communications with the Board

You may contact the Board of Directors, an individual non-management director,independent Director, or the non-managementindependent Directors as a group, by writing to them c/o UGI Corporation, P.O. Box 858, Valley Forge, PA 19482. These contact instructions have beenare posted on the Company’sour website at www.ugicorp.com under Investor Relations – Corporate Governance.www.ugicorp.com.

Any communications directed to the Board of Directors, an individual non-management director,independent Director, or the non-managementindependent Directors as a group from employees or others that concern complaints regarding accounting, financial statements, internal controls, ethical or auditing matters will be handled in accordance with procedures adopted by the Audit Committee.

All other communications directed to the Board of Directors, an individual non-management director,independent Director, or the non-managementindependent Directors as a group are initially reviewed by the Corporate Secretary. In the event the Corporate Secretary has any question as to whether the directorsDirectors should be made aware of any issue raised, the Corporate Secretary shall be entitled to consult with the Chair of the Board in making such determination. The Corporate Secretary will distribute communications to the Board, an individual director, or to selected directors, depending on the content of the communication. The Corporate Secretary maintains a log of all such communications that is available for review for one year upon request of any member of the Board.

Typically, we do not forward to our Board communications from our shareholders or other parties that are of a personal nature or are not related to the duties and responsibilities of the Board, including, but not limited to, junk mail and mass mailings, resumes and other forms of job inquiries, opinion surveys and polls and business solicitations or advertisements.

COMPENSATIONCOMPENSATION OF DIRECTORS DIRECTORS

The table below shows the components of director compensation for Fiscal 2016.2019. A Director who is an officer or employee of the Company or its subsidiaries is not compensated for service on the Board of Directors or on any Committee of the Board.

(3)

Stock Options. Allnon-management Directors, excluding Mr. Greenberg,Messrs. Schlanger, Marrazzo and Turner, received 9,0005,400 stock options in Fiscal 20162019 as part of their annual compensation. In addition, Mr. StallingsSchlanger received an additional 2,8006,280 stock options in Fiscal 2016 in consideration2019 for Mr. Stallings’his service as a Director during 2015.Chair. In Fiscal 2020, Messrs. Marrazzo and Turner will receive stock option awards in connection with their election to the Board of Directors in September 2019. The options were granted under the 2013 Plan. The option exercise price is not less than 100 percent of the fair market value of the common stock on the effective date of the grant, which is either the date of the grant or a future date. The term of each option is generally 10 years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following disability or death. If termination of service occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, as defined in the 2013 Plan, the option remains exercisable through its original expiration date. The amounts shown in column (d) above represent the grant date fair value of each Director’s Fiscal 2016 award received.2019 award. For the number of stock options held by each Director as of September 30, 2016,2019, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS—Beneficial Ownership of Directors, Nominees and Named Executive Officers – Exercisable Options for UGI Common Stock,OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 58.60.

Director Equity Plan Limits: The Company has a $500,000 annual limit with respect to individual Director equity awards. In establishing this limit, the Board of Directors considered competitive pay levels as well as the need to retain its current Directors and attract new directors with the relevant skills and attributes desired in director candidates.

Stock Ownership Guidelines and Equity Plan Limits for Independent Directors: All independent directors are required to own Company common stock, together with stock units, in an aggregate amount equal to five times the Directors’ annual cash retainer and to achieve the target level of common stock ownership within five years after joining the Board.

The Company has a $500,000 annual limit with respect to individual Director equity awards. In establishing this limit, the Board of Directors considered competitive pay levels as well as the need to retain its current Directors and attract new Directors with the relevant skills and attributes desired in director candidates.

The Company’s Board of Directors has adopted a written policy for the review and approval of Related Person Transactions.that applies to transactions with related parties. The policy applies to any transaction in which (i) the Company or any of its subsidiaries is a participant, (ii) any related person has a direct or indirect material interest, and (iii) the amount involved exceeds $120,000, except for any such transaction that does not require disclosure under SEC regulations. The Audit Committee of the Board of Directors, with assistance from the Company’s General Counsel, is responsible for reviewing, approving and ratifying related person transactions. The Audit Committee intends to approve or ratify only those related person transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders.

The Audit Committee is composed of independent Directors as defined by the rules of the New York Stock Exchange and acts under aSecurities and Exchange Commission audit committee membership requirements. The Audit Committee has certain duties and powers as described in its written charter adopted by the Board of Directors. A copy of the charter can be found on the Company’s website at www.ugicorp.com (Company — Leadership and Governance — Committees and Charters — Audit Committee). As described more fully in its charter, the role of the Committee is to assist the Board of Directors in its oversight of the quality and integrity of the Company’s financial reporting process. The Committee also has the sole authority to appoint, retain, fix the compensation of, and oversee the work of, the Company’s independent auditors.auditors, as well as review the services performed by the Company’s internal audit department.

In this context, the Committee has met and held discussions with management and the independent auditors to review and discuss the Company’s internal control over financial reporting, the interim unaudited financial statements, and the audited financial statements for Fiscal 2016.2019. The Committee also reviewed management’s report on internal control over financial reporting, required under Section 404 of the Sarbanes-Oxley Act of 2002. As part of this review, the Committee reviewed the bases for management’s conclusions in that report and the report of the independent registered public accountants on the effectiveness of the Company’s internal control over financial reporting. The Committee has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 16,1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent auditors their independence.

Management has primary responsibility for the financial reporting process, including the system of internal controls, and for preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Company’s independent auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Committee appointed Ernst & Young LLP (“EY”) to audit the Company’s financial statements as of and for Fiscal 2019. In August 2014, the fiscal year ended September 30, 2016.Committee first approved the engagement of EY was first engaged as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2015. The Committee considered a variety of factors in selecting EY as the Company’s independent registered public accounting firm, including the firm’s independence and internal quality controls, the overall depth of talent, and EY’s experience with the Company’s industry and companies of similar scale and size. In determining whether to reappoint EY as the Company’s independent registered public accounting firm for Fiscal 2019, and in evaluating the year ending September 30, 2016,audit partner rotation for Fiscal 2020 in accordance with applicable rules and regulations, the Committee again took those factors into consideration along with its evaluationreview of the past performance of EY and EY’s familiarity with the Company’s business and internal control over financial reporting.reporting as well as the expertise and experience of the audit partner candidates. EY’s audit report appears in our Annual Report on Form10-K for the fiscal year ended September 30, 2016.Fiscal 2019. The Committee is responsible for the audit fee negotiations associated with the retention of EY.EY and the final approval of EY’s lead audit partner.

The members of the Committee are not professionally engaged in the practice of auditing or accounting. The members of the Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States of America, that the financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that our auditors are, in fact, “independent.”

Based upon the reviews and discussions described in this report, the Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2016Fiscal 2019 for filing with the SEC.

Audit Committee

M. Shawn Bort, Chair

Richard W. GochnauerTheodore A. Dosch

Kelly A. Romano

James B. Stallings, Jr.

In the course of its meetings, the Audit Committee considered whether the provision by Ernst & Young LLP of the professional services described below was compatible with Ernst & Young LLP’s independence. The Committee concluded that our independent registered public accounting firm is independent from the Company and its management.

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation of and overseeing the work of the Company’s independent accountants. In recognition of this responsibility, the Audit Committee has a policy ofpre-approving audit and permissiblenon-audit services provided by the independent accountants. The Audit Committee has also delegated limited approval authority to its chair, such authority to be exercised in the intervals between meetings, in accordance with the Audit Committee’spre-approval policy.

Prior to engagement of the Company’s independent registered public accounting firm for the next year’s audit, management submits to the Audit Committee for approval a list of services expected to be rendered during that year, and fees related thereto. The aggregate fees billed by Ernst & Young LLP, the Company’s independent registered public accountants in Fiscal 20162019 and 2015,2018, were as follows:

REPORTREPORT OFTHE COMPENSATION COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE MANAGEMENT DEVELOPMENT COMMITTEE OF THE     BOARD OF DIRECTORS THE BOARDOF DIRECTORS

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Committee recommended to the Company’s Board of Directors, and the Board of Directors approved, the inclusion of the Compensation Discussion and Analysis in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 20162019 and the Company’s proxy statement for the 20172020 Annual Meeting of Shareholders.

Compensation and Management

Development Committee

Anne Pol, Chair

Richard W. Gochnauer

Frank S. Hermance

Ernest E. Jones

Roger B. Vincent

Notwithstanding anything to the contrary, the reports of the Compensation and Management Development Committee and the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

INTRODUCTION

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to the following executive officers: John L. Walsh, our President and Chief Executive Officer; Kirk R. Oliver,Ted J. Jastrzebski, our Chief Financial Officer; Jerry E. Sheridan, President and Chief Executive Officer of AmeriGas Propane, Inc. (“AmeriGas Propane”); Roger Perreault, our Executive Vice President, Global LPG, and the President of our subsidiary, UGI International, LLC (“UGI International”); and Monica M. Gaudiosi, our Vice President, General Counsel and Secretary.Secretary; and Hugh J. Gallagher, the President and Chief Executive Officer of our subsidiary, AmeriGas Propane, Inc. (“AmeriGas Propane”). We refer to these executive officers as our “named executive officers” for Fiscal 2016.2019.

Compensation decisions for Mr. Walsh were made by the independent members of our Board of Directors after receiving the recommendations of its Compensation and Management Development Committee, while compensation decisions for Messrs. OliverJastrzebski and Perreault and Ms. Gaudiosi were made by the Compensation and Management Development Committee. CompensationUntil August 21, 2019, prior to the closing of the AmeriGas Merger, compensation decisions for Mr. SheridanGallagher were made by the independent members of the Board of Directors of AmeriGas Propane, the General Partner of AmeriGas Partners, L.P. (“AmeriGas Partners”), after receiving the recommendation of its Compensation/Pension Committee. Following the AmeriGas Merger, compensation decisions for Mr. Gallagher were made by the Compensation and Management Development Committee. For ease of understanding, we will use the term “we” to refer to UGI Corporation, UGI International, and AmeriGas Propane, and the term “Committee” or “Committees” to refer to the UGI Corporation Compensation and Management Development Committee and/or the AmeriGas Propane Compensation/Pension Committee, as appropriate, in the relevant compensation discussions, unless the context indicates otherwise.

EXECUTIVE SUMMARY

Our compensation program for named executive officers is designed to provide a competitive level of total compensation; motivate and encourage our executives to contribute to our financial success; retain talented and experienced executives; and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value. As set forth in this Compensation Discussion and Analysis, the level of compensation received by the Company’s named executive officers in Fiscal 20162019 reflects outstandingsolid performance by the Company during Fiscal 2016 as well as the Company’s outstanding returns to its shareholders.2019.

The following are some of the Company’s Fiscal 2016 highlights:

¹UGI Corporation’s Fiscal 20162019 earnings per share isare adjusted to exclude (i) the impact of netchanges in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions (principally comprising changes in unrealized gains and losses on such derivative instruments) ($0.17.69 per diluted share), (ii) losses associated with extinguishments of debt ($.02 per diluted share), (iii) merger expenses associated with the AmeriGas Merger ($.01 per diluted share), (iv) acquisition and integration expenses associated with the Finagaz acquisition in FranceCMG Acquisition ($0.10.06 per diluted share), and (iii) loss on extinguishments of debt(v) LPG business transformation costs ($0.04.09 per diluted share).

The following chart summarizes the principal elements of our Fiscal 20162019 executive compensation program. We describe these elements, as well as retirement, severance and other benefits, in more detail later in this Compensation Discussion and Analysis.

Principal Components of Compensation Paid to Named Executive Officers in Fiscal 20162019

The Committee sets rigorous goals for our executive officers that are directly tied to the Company’s financial performance and our total return to our shareholders, and in the case of AmeriGas Partners, our total return to our unitholders.shareholders. We believe that the performance-based components of our compensation program, namely our stock options and performance units, have effectively linked our executives’ compensation to our financial performance. The following charts set forth the Company’s Adjusted EPS performance from Fiscal 20142017 through Fiscal 20162019 as well as the Company’s three-year stock performance compared to the S&P Utilities Index and the Russell MidCap Utilities Index (exclusive of telecommunications companies) (“Adjusted Russell MidCap Utilities Index”), the peer group referenced by the Committee for purposes of the Company’s long-term compensation plan.

To better illustrate the total direct performance-based compensation paid or awarded to Mr. Walsh in Fiscal 2016, 2015 and 2014, the following table is provided as supplemental information. A comparable illustration would apply to our other named executive officers. The information in the supplemental table below differs from the information in the Summary Compensation Table in several ways. Specifically,reflects the table below omitsgrant-date fair value for equity awards, as required. However, we believe that a better assessment of amounts earned through equity awards can be made by considering our executives’ realizable pay, which was significantly lower than the columns captioned “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” because these amounts are not considered in establishing annual total cash compensation and total direct compensation and some of the amounts in those columns of the Summary Compensation Table can vary significantly from year to year. The table below shows Mr. Walsh’s direct compensation for the last three fiscal years. Mr. Walsh’s actual (or estimated in the case of performance related to Fiscal 2016) three-year long-termgrant-date fair value. While UGI performance unit payouts during the period clearly demonstrate shareholder returns for the Company that areawards have resulted in excess of the returns of most companies included in the Company’s peer group. Similarly, the amount Mr. Walsh received as non-equity incentive compensation under the Company’s annual bonus plan is directly linked to the Company’s annual financial performancepayouts in each of the last five performance cycles, the current cycle scheduled to end December 31, 2019 is tracking towards no payout as are thein-progress cycles scheduled to conclude on December 31, 2020 and December 31, 2021. Further, the Fiscal 2016, 20152019 stock option award is currently underwater and 2014,thein-the-money value of the Fiscal 2018 and Fiscal 2017 option awards are meaningfully below the grant-date fair values.

The graph below illustrates the effect of our performance-based compensation programs on the total compensation of our Chief Executive Officer and compares his targeted compensation to realizable pay as more clearly illustrated in Short-Term Incentives – Annual Bonuses below.of September 30, 2019.

Fiscal Year		Salary				Non-Equity Incentive Compensation				Performance Unit Payout(1)				Intrinsic Value of Stock Options in Fiscal 2016 (Valued  at 9/30/16)				Total Direct Compensation
2016		$	1,133,704			$	1,159,212			$	5,832,540	(2)		$	3,788,400			$	11,913,856
2015		$	1,079,728			$	1,604,745			$	4,840,440	(3)		$	2,221,560			$	9,746,473
2014		$	1,028,300			$	1,974,336			$	3,036,515	(4)		$	7,128,000			$	13,167,151

Short-Term Incentives — Annual Bonuses

Our annual bonuses are directly tied to key financial metrics for each executive. For Messrs. Walsh and OliverJastrzebski and Ms. Gaudiosi, the financial metric is Adjusted EPS (as previously defined) and for Mr. Perreault, the metric is adjusted earnings before interest and taxes of UGI International, adjusted to exclude the impact of net gains on commodity derivative instruments not associated with current period transactions at UGI International and integration expenses associated with the Finagaz acquisition in France (“Adjusted EBIT”). Mr. Sheridan’s annual bonus is tied to AmeriGas Propane’s earnings before interest, taxes, depreciation and amortization, adjusted to exclude the impact of net gains on commodity derivative instruments not associated with current period transactions at AmeriGas Propane (“Adjusted EBITDA”) for 90 percent of the total bonus opportunity and a customer service-related goal for 10 percent of the bonus opportunity. The Adjusted EBITDA result for Mr. Sheridan, which is then modified based on the achievement of a safety performance goal.goal based on weighted average safety modifier results from AmeriGas Propane, UGI International, UGI Utilities, Inc. and UGI Energy Services, LLC (“Energy Services”). Mr. Perreault’s annual bonus is comprised of three components: (i) fifty percent is tied to UGI International performance, (ii) thirty percent is tied to AmeriGas Partners performance, and (iii) twenty percent is tied to UGI Corporation performance. Additional details on each of the three components of Mr. Perreault’s annual bonus as set forth in more detail in this Compensation Discussion and Analysis. Ninety percent of Mr. Gallagher’s annual bonus is tied to AmeriGas Partners’ operating cash flow, as modified by achievement of a safety performance goal, and ten percent is tied to customer service goals.

As illustrated in the chart below, when the Company’s Adjusted EPS exceeds the targeted goal, the annual bonus percentage paid to a named executive officer exceeds the targeted payout amount. Similarly, when Adjusted EPS is below the targeted goal, the annual bonus percentage paid to a named executive officer is less than the targeted payout amount. The foregoing correlation between the Adjusted EPS and bonus payout amounts would also be true with respect to the correlation between (i) Adjusted EBIT and Mr. Perreault’smetrics applied to the annual bonus payout for Messrs. Perreault and (ii) Adjusted EBITDA and Mr. Sheridan’s bonus payout. EachGallagher. The Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS, Adjusted EBIT, and Adjusted EBITDAOperating Cash Flow for extraordinary items or other events as the Committee deems appropriate, and (ii) increase or decrease the amount of an award determined to be payable under the bonus plan by up to 50 percent. See COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Bonus Awards, beginning on page 30.32. The following table demonstrates the strong link between Company financial performance and bonus payout percentages by illustrating that the Company’s improvedAdjusted EPS (as compared to the targeted Adjusted EPS range) during each of the last three fiscal years directly correlates to the bonus payouts for our executives.

Long-Term Incentive Compensation

Our long-term incentive compensation program, principally comprised of stock options and performance units, is intended to create a strong financial incentive for achievement of the Company’s long-term performance goals. In addition, linking equity to compensation aligns our executives’ interests with shareholder interests.

Long-Term Incentives — Stock Options

Stock option values reported in the Summary Compensation Table reflect the valuation methodology mandated by SEC regulations established by the Securities and Exchange Commission (“SEC”), which is based on grant date fair value as determined under U.S. generally accepted accounting principles in the United States (“GAAP”). Therefore, the amounts shown under “Option Awards” in the Summary Compensation Table do not reflect performance of the underlying shares subsequent to the grant date. From our executives’ perspectives, the value of a stock option is based on the excess of the market price of the underlying shares over the exercise price (sometimes referred to as the “intrinsic value”) and, therefore, is directly affected by market performance of the Company’s common stock. As a result of the Company’s recent performance, the fiscalyear-end intrinsic value of the options granted to our executives duringin Fiscal 2016 2019, Fiscal 2018 and Fiscal 2017

is moreless than the amounts set forth in column (f) of the Summary Compensation Table. Given the outstanding returns to our shareholders, the intrinsic value of management’s stock options is higher than the value in the Summary Compensation Table, thereby evidencing a strong alignment of management’s compensation with shareholder returns. The table below illustrates the intrinsic value of the stock options granted to Mr. Walsh in Fiscal 2016, 20152019, Fiscal 2018 and 2014,Fiscal 2017, respectively.