TABLE OF CONTENTS

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.  )

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant   ☐

Filed by the Registrant ☒
​​
Filed by a Party other than the Registrant ☐
Check the appropriate box:

☐

Preliminary Proxy Statement
☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐

Definitive Additional Materials
☐

Soliciting Material Pursuant to§240.14a-12 §240.14a-12

UGI Corporation


(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒
​​
☒
No fee required.
 ☐
​​
Fee paid previously with preliminary materials.
☐
​​
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

TABLE OF CONTENTS

LOGO

graphic
​
​

Notice of Annual Meeting


and Proxy Statement


 
Annual Meeting of Shareholders

Thursday,

Friday, January 25, 2018

26, 2024

TABLE OF CONTENTS

BOX 858 VALLEY FORGE, PA 19482 —610-337-1000

LOGO

MARVIN O. SCHLANGER

Chairman

graphic
 
FRANK S. HERMANCE
Chair of the Board of Directors
December 8, 2017

15, 2023

Dear Fellow Shareholder,

On behalf of our entire Board of Directors, I cordially invite you to attend our Annual Meeting of Shareholders on Thursday,Friday, January 25, 2018. At26, 2024. In an effort to enable shareholder participation from any location around the meeting,world and to provide cost savings to both UGI and our shareholders, we will review UGI’s performance for the 2017 fiscal year and our expectations for the future.

again be hosting an entirely virtual meeting this year.

I would like to take this opportunity to remind you that your vote is important. On December 8, 2017,15, 2023, we mailed our shareholders a notice containing instructions on how to access our proxy statementProxy Statement and annual reportAnnual Report on Form 10-K for the 20172023 fiscal year and how to vote online. Please read the proxy materials and take a moment now to vote online or by telephone as described in the proxy voting instructions. Of course, if you received these proxy materials by mail, you may also vote by completing the proxy card and returning it by mail.

On behalf of the entire Board of Directors, thank you for your investment in and continued support of UGI Corporation. I look forward to seeing you on January 25th and addressing your questions and comments.

on January 26th.

Sincerely,

LOGO

Marvin O. Schlanger


graphic

Frank S. Hermance
Chair of the Board of Directors

TABLE OF CONTENTS

BOX 858 VALLEY FORGE, PA 19482 —610-337-1000

LOGO

graphic
December 8, 2017

NOTICEOF

ANNUAL MEETINGOF SHAREHOLDERS

15, 2023

Notice of
Annual Meeting of Shareholders
The Annual Meeting of Shareholders of UGI Corporation will be held on Friday, January 26, 2024, at 9:00 a.m. Eastern Standard Time. It will be conducted solely through a virtual meeting format to enable shareholder participation from any location around the world, and to provide cost savings to both us and our shareholders. In-person attendance at the Annual Meeting will not be permitted. UGI Corporation has designed the virtual meeting format to ensure that its shareholders are afforded the same rights and opportunity to participate in the Annual Meeting as they would at an in-person meeting, including the ability to vote shares electronically during the meeting and ask questions during the meeting in accordance with the rules of conduct for the meeting.
Shareholders who wish to submit a question in advance may do so by visiting www.proxyvote.com. Questions may be submitted from Friday, January 12, 2024 until 11:59 p.m. Eastern Standard Time on Thursday, January 25, 2018,2024. You should have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials available when accessing the website. Each shareholder will be limited to no more than one question. Questions relevant to the business of the Annual Meeting will be read aloud and answered during the Annual Meeting, subject to time constraints.
To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/UGI2024. Shareholders or their legal proxies must enter the 16-digit control number found on their proxy card, voting instruction form or other proxy materials. You will need a computer, web-enabled phone, tablet, or other device, together with appropriate Internet access and your 16-digit control number, to attend the Annual Meeting. Members of the public without a control number will also be able to access the Annual Meeting in listen-only mode by visiting www.virtualshareholdermeeting.com/UGI2024. Shareholders and other individuals without a 16-digit control number will not be able to otherwise participate in or vote at 10:00 a.m. Eastern Time, at The Desmond Hotelthe Annual Meeting.
Online access to the Annual Meeting will open 15 minutes prior to the start of the Annual Meeting. Once admitted to the Annual Meeting, attendees may (i) listen to and Conference Center, Ballrooms Aparticipate in the Annual Meeting, (ii) vote or change a previously submitted vote, and B, One Liberty Boulevard, Malvern, Pennsylvania.(iii) view a list of shareholders of record as of November 20, 2023, the record date. Shareholders will consider and take action on the following items of business:

1.
the election of eight directors to serve until the next Annual Meeting of Shareholders;
2.
an advisory vote on a resolution to approve UGI Corporation’s executive compensation;
3.
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for Fiscal 2024; and
4.
the transaction of any other business that may properly come before the Meeting.
graphic
Jessica A. Milner
Corporate Secretary
Important Notice Regarding the electionAvailability of eight directorsProxy Materials for the
Shareholder Meeting to serve until the next annual meeting of shareholders;

2.  an advisory votebe held on a resolution to approve UGI Corporation’s executive compensation;

3.  the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for Fiscal 2018; and

4.  the transaction of any other business that may properly come before the meeting.

LOGO

Monica M. Gaudiosi

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be held on Thursday, January 25, 2018:

Friday, January 26, 2024:

This Proxy Statement and the Company’s 20172023 Annual Report on Form 10-K are available atwww.ugicorp.com.

TABLE OF CONTENTS


  TABLE OF CONTENTS


Proxy Statement Summary
​​
1

PROXY STATEMENT SUMMARYItem 1 – Election of Directors

​​1
7
Nominees
​​
7

QUESTIONSAND ANSWERS ABOUT PROXY MATERIALS, ANNUAL MEETINGAND VOTINGCorporate Governance

​​4
13
Corporate Governance Principles
​​
13

ITEM 1 – ELECTIONOF DIRECTORSDirector Independence

​​6
13
Board Leadership Structure and Role in Risk Management
​​
13

NOMINEESOversight of Cybersecurity Risk

​​6
15
Board Meetings and Attendance
​​
15

CORPORATE GOVERNANCEBoard and Committee Structure

​​11
15
Selection of Board Candidates
​​
19

CORPORATE GOVERNANCE PRINCIPLESBoard and Committee Evaluation Process

​​11
20
Investor Outreach
​​
20

DIRECTOR INDEPENDENCECode of Business Conduct and

Ethics and Supplier Code of
Business Conduct and Ethics
​​11
21
Compensation Committee Interlocks and
Insider Participation
​​
21

BOARD LEADERSHIP STRUCTUREAND ROLEIN RISK MANAGEMENTCommunications with the Board

​​11
21
Compensation of Directors
​​
22

BOARD MEETINGSAND ATTENDANCEDetermination of Non-Employee Director

Compensation
​​12
22
Determination of Board Chair
Compensation
​​
22

BOARDAND COMMITTEE STRUCTUREElements of Non-Employee

Director Compensation
​​12
23
Director Compensation Table
​​
25

SELECTIONOF BOARD CANDIDATESStock Ownership Guidelines and Equity Plan

Limits for Independent Directors
​​14
26
Policy for Approval of Related Person
Transactions
​​
26

BOARD EVALUATION PROCESSReport of the Audit Committee of the Board

of Directors
​​15
27
Our Independent Registered Public
Accounting Firm
​​
28

INVESTOR OUTREACHReport of the Compensation and

Management Development Committee of
the Board of Directors
​​15
28
Executive Compensation
​​
Compensation Discussion and Analysis
​​
29

CODEOF ETHICSExecutive Summary

​​15
29
Compensation Philosophy and Objectives
​​
35

COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATIONDetermination of Competitive Compensation

​​15
36
Elements of Compensation
​​
37

COMMUNICATIONSWITHTHE BOARDOngoing Plans and Post-Employment

Agreements
​​15
42
Stock Ownership and Retention Policy
​​
44

COMPENSATIONOF DIRECTORSEquity Grant Practices

​​16
44
Role of Executive Officers in Determining
Executive Compensation
​​
45

STOCK OWNERSHIP GUIDELINESAND EQUITY PLAN LIMITSFOR INDEPENDENT DIRECTORSTax Considerations

​​17
45
Compensation of Executive Officers - Executive
Compensation Tables
​​
46

POLICYFOR APPROVALOF RELATED PERSON TRANSACTIONSCeo Pay Ratio

​​18
60
Pay Versus Performance Disclosure
​​
61

REPORTOFTHE AUDIT COMMITTEEOFTHE BOARDOF DIRECTORSSecurities Ownership of Certain Beneficial

Owners
​​19
64
Item 2 – Advisory Vote on UGI
Corporation’s Executive Compensation
​​
66

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMItem 3 – Ratification of Appointment of

Independent Registered Public Accounting Firm
​​20
67
Item 4 – Other Matters
​​
68

REPORTOFTHE COMPENSATIONAND MANAGEMENT DEVELOPMENT COMMITTEEOFTHE BOARDOF DIRECTORSQuestions and Answers About Proxy Materials, Annual Meeting and Voting

​​20
69
Corporate Information

EXECUTIVE COMPENSATION

​		​

COMPENSATION DISCUSSIONAND ANALYSIS72

21

EXECUTIVE SUMMARY

21

COMPENSATION PHILOSOPHYAND OBJECTIVES

27

DETERMINATIONOF COMPETITIVE COMPENSATION

27

ELEMENTSOF COMPENSATION

29

EXECUTIVE COMPENSATION TABLES

41

SECURITIES OWNERSHIPOF CERTAIN BENEFICIAL OWNERS

57

ITEM 2 – ADVISORY VOTE ON UGI CORPORATION’S EXECUTIVE COMPENSATION

59

ITEM 3 – RATIFICATIONOF APPOINTMENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

60

ITEM 4 – OTHER MATTERS

60

DIRECTIONSTOTHE DESMOND HOTELAND CONFERENCE CENTER

61

TABLE OF CONTENTS

  PROXY STATEMENT SUMMARY

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

Annual Meeting of Shareholders

Annual Meeting of Shareholders

Time and Date:

10:

9:00 a.m. (EasternEastern Standard Time),Time, Friday, January 25, 2018

26, 2024.
Place:
The Annual Meeting will be conducted solely by remote communication through a virtual meeting format.

Place:

The Desmond Hotel and Conference Center, Ballrooms A & B

One Liberty Boulevard, Malvern, Pennsylvania

Please visit www.virtualshareholdermeeting.com/UGI2024 to be admitted to the Annual Meeting. Shareholders or their legal proxies must enter the 16-digit control number found on their proxy card, voting instruction form or other proxy materials.
Record Date:
November 20, 2023

Record Date:

Voting:

November 14, 2017

Voting:

Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each matter to be voted on.

Voting Matters and Board Recommendations

Voting Matters and Board Recommendations
Proposal
​​
Required Approval
​​
Board
Recommendation
​​
For More
Information
ProposalRequired ApprovalBoard Recommendation

Election of Eight Directors

​​
Majority of Votes Cast
​​
FOR
​​
Page 7

Advisory Vote on Executive Compensation

​​
Majority of Votes Cast
​​
FOR
​​
Page 66

Ratification of Independent Registered

Public Accounting Firm for 2018

Fiscal 2024
​​
Majority of Votes Cast
​​
FOR
​​
Page 67
1

TABLE OF CONTENTS

How to Cast Your Vote

How to Cast Your Vote
Over the Internet
​​
By Telephone
​​
By Mail or at the Meeting

If your shares are registered in your name: Vote your shares over the Internet by either scanning the QR Barcode on your Notice of Availability of Proxy Materials, or by accessing the ComputershareBroadridge proxy online voting website at:

www.envisionreports.com/UGI www.proxyvote.com and following theon-screen instructions. You will need the control number that appears on your Notice of Availability of Proxy Materials when you access the web page.

If your shares are held in the name of a broker, bank or other nominee: Vote your shares over the Internet by following the voting instructions that you receive from such broker, bank or other nominee.

​

​

If your shares are registered in your name: Vote your shares over the telephone by accessing the telephone voting system toll-free at800-652-8683 1-800-690-6903 and following the voting instructions. The telephone instructions will lead you through the voting process. You will need the control number that appears on your Notice of Availability of Proxy Materials when you call.

​​
If you received these Annual Meeting materials by mail: Vote by signing and dating the proxy card(s) and returning the card(s) in the prepaid envelope.

Shareholders may vote at the Meeting. You may vote your shares by accessing the Annual Meeting website at www. virtualshareholder meeting.com/ UGI2024 and clicking on the Vote Here button.
If your shares are held in the name of a broker, bank or other nominee: Vote your shares over the telephone by following the voting instructions you receive from such broker, bank or other nominee.

​

​

If you received these annual meeting materials by mail: Vote by signing and dating the proxy card(s) and returning the card(s)your shares are held in the prepaid envelope.

In Person at Annual Meeting

Shareholders may vote in person atname of a broker, bank or other nominee: Vote your shares over the Meeting. Internet by following the voting instructions that you receive from such broker, bank or other nominee.

​​
You may also be represented by another person at the Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the Judge of Election with your ballot to be able to vote at the Meeting.

Operational Highlights

Performance Highlights – Fiscal 2017

Earnings per share of $2.46 and adjustedThe Company reported diluted earnings per share of $2.29 were new earnings records for UGI Corporation (the “Company”) (adjusted$(7.16) and adjusted diluted earnings per share exclude (i)of $2.84 for the impact of changes in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions, (ii) integration expenses associated with the Finagaz acquisition in France, (iii) losses on extinguishments of debt, and (iv) the positive impact on net deferred tax liabilities from a change in the corporate income tax rate in France)fiscal year ended September 30, 2023 (“Fiscal 2023”).

The Board of Directors increased the annual dividend rate during Fiscal 2023 by approximately 5.3% (30th4.2% (the 36th consecutive year of annual dividend increases).

Significant progress was made In August 2023, the Company announced the commencement of a strategic review with a focus on our LPG businesses to unlock and maximize shareholder value. We continue to focus on advancing our strategy of: (1) providing reliable earnings growth; (2) rebalancing our portfolio, with an emphasis on natural gas and renewable energy solutions; and (3) investing in renewable energy solutions. The following discussion highlights some of our key accomplishments in these areas during Fiscal 2023.

Reliable Earnings Growth.
We are committed to consistently growing our earnings and plan to continue this growth through robust investments in our regulated utilities businesses, generating significant fee-based income in our Midstream and Marketing operations, optimizing our cost structure and effectively managing our global LPG businesses, which generate significant free cash flow. We strive to be the preferred provider in all markets we serve and remain focused on making continuous improvements and focusing on growth projectsacross our businesses.
At our Utilities segment, we continue to deliver attractive earnings growth through capital investments and customer additions, while taking actions to reduce earnings volatility. In Fiscal 2023, PA Gas Utility connected more than 1,460 new commercial and industrial customers and added more than 11,100 residential heating
2

TABLE OF CONTENTS

customers and our Electric Utility received PAPUC approval for an $8.5 million annual base distribution rate increase beginning in October 2023.
Our Midstream and Marketing business continues to provide stable earnings, which is underpinned by fee-based contracts from customers. This fee-based income is derived from fixed-fee peaking, storage and gathering, and fixed rate, variable volume gathering and marketing transactions. In Fiscal 2023, over 85% of Midstream and Marketing’s total margin was fee-based. In addition, Midstream and Marketing continued expanding in the renewable energy space, which we believe will contribute to our future earnings growth. For more information on these transactions, see “Investment in Renewable Energy” below.
During Fiscal 2023, we made technology and other investments to promote the safety of our employees and the communities we serve. For example, we continued (i) installing cameras in our delivery and service vehicles to facilitate in-cab coaching capabilities, among other functionality, and (ii) installing fall protection towers on rail terminals that are designed to prevent employees from falling during the fiscalprocess of offloading propane into bulk storage.
During Fiscal 2023, we made significant progress on our strategic decision to exit the energy marketing business at UGI International. We divested of our energy marketing businesses in the United Kingdom and Belgium during Fiscal 2023 and divested substantially all of our energy marketing business in France on October 1, 2023. In addition, we continue to make progress on the wind-down of our energy marketing business in the Netherlands.
Rebalancing Our Portfolio.
We are committed to rebalancing our portfolio through both organic growth and investment in natural gas and renewable energy solutions.
In Fiscal 2023, we executed our rebalancing strategy by prioritizing our capital investment in the natural gas businesses. At our Utilities segment, we continued to execute our infrastructure replacement and system betterment program, with record capital expenditures in Fiscal 2023 and additional expenditures expected in the coming years. Our PA Gas Utility remains on schedule to achieve its goal of replacing the cast iron portions of its gas mains by March 2027 and the bare steel portion of its gas mains by September 2041. We believe that the replacement of aging infrastructure results in increased contributions to rate base growth and also reduces emissions while improving operational efficiency and distribution system integrity.
Investment in Renewable Energy.
We are pursuing investments in several renewable energy areas, including RNG, bio-LPG and renewable dimethyl ether. Our natural gas businesses are exploring RNG opportunities involving both distribution and RNG feedstock infrastructure, and our LPG businesses are developing bio-LPG sources to augment our existing bio-LPG source in Sweden. We believe that UGI is well-positioned to develop investment opportunities in these emerging markets due to our competencies in project development, project execution, gas transportation and storage, and energy marketing.
We expect to utilize our existing natural gas and LPG distribution infrastructure to deliver RNG and bio-LPG to the customers we serve. In most cases, these renewable solutions can be delivered to our customers with no additional local infrastructure, incremental investments by our customers, or community disruption related to infrastructure buildout.
In Fiscal 2023, we completed the following transactions:
In November 2022, Energy Services announced a project that will modify an existing anaerobic biogas facility to generate RNG. The project is expected to be completed in the second half of 2024 and, once completed, is expected to produce approximately 35 million cubic feet of RNG annually.
In January 2023, Energy Services announced that it entered into an agreement to invest $150 million in two RNG projects currently under development in South Dakota. One project is expected to generate
3

TABLE OF CONTENTS

approximately 300 million cubic feet of RNG annually once completed in calendar year ended September 30, 2017 (“Fiscal 2017”),2024 and the other project is expected to generate approximately 225 million cubic feet of RNG annually once completed in calendar year 2024.
In February 2023, Energy Services entered into a joint venture to develop an RNG project at the Commonwealth Environmental Systems landfill in Pennsylvania. Once complete, the project is expected to have the capacity to produce approximately 5,000 MMBtu per day of pipeline-quality RNG.
These projects provide a range of benefits, including (i) expansionreducing our carbon footprint while also addressing increased customer demand for low carbon energy sources.
Environmental Strategy.
We believe that corporate sustainability is critical to our overall business success and we are committed to growing the Company in an environmentally responsible way. UGI’s environmental strategy is focused on three main areas: (1) reducing our emissions; (2) reducing our customers’ emissions affordably, reliably, and responsibly; and (3) investing in renewable solutions. To support our strategy, we have made the following environmental commitments discussed below while also committing to continue to grow our earnings per share and dividends.
•
Scope 1 Emissions Reduction Commitment – Reduce Scope 1 GHG emissions by 55% by 2025 (using Fiscal 2020 as a baseline). Our Scope 1 emissions reduction target does not include emissions from the Mountaineer Acquisition, which closed in September 2021. The target also excluded the Stonehenge Acquisition and only accounts for our ownership interest in Pennant at the time we set the target. The emissions from the Pine Run acquisition were included in the baseline 2020 number as this investment contributed to our goal. The 2020 base number also takes a five year emissions average from the Hunlock generation facility to account for year-over-year differences in run time.
•
Methane Emissions Reduction Commitment – 92% reduction by 2030, and 95% reduction by 2040.
•
Pipeline Replacement and Betterment Commitment – Replace all cast iron pipelines by 2027 and all bare steel by 2041. Our pipeline replacement and betterment activities better enable us to achieve our emissions reductions goals.
We report our progress on the environmental goals and commitments annually in our Sustainability Reports, including our Scope 1, 2 and 3 emissions, air quality impact, and water management efforts. Our Scope 3 emissions stem primarily from the extraction (upstream) and combustion (downstream) of the Company’s geographic footprintmolecules we distribute, and from our supply chain. Our Sustainability Reports may be accessed on our website under “ESG - Resources - Sustainability Reports.” Information published in Europe, (ii) completion of the Company’s Manning natural gas liquefaction unit and Sunbury Pipeline projectour Sustainability Reports is not incorporated by reference in central Pennsylvania and (iii) capital-intensive technology projects at the Company’s domestic propane and utility businesses.

this Proxy Statement.
4

TABLE OF CONTENTS

Advisory Vote to Approve Named Executive Officer Compensation

ProposalDiscussionBoard Recommendation
We are asking shareholders to approve, on an advisory basis, the Company’s executive compensation, including our executive compensation policies and practices and the compensation
Overview of our named executive officers, as described in this Proxy Statement beginning on page 21.
At our 2017 Annual Meeting,
over 96% of our shareholders
voted to approve the
compensation of our named
executive officers.

This result clearly demonstrated
strong support for our executive
compensation policies and
practices and the alignment of
executive pay to Company
performance.

FOR

Our Board recommends a
FORvote because it believes
the Company’s compensation
policies and practices are
effective in achieving UGI
Corporation’s goals of paying
for performance and aligning
the executives’ long-term
interests with those of our
shareholders.

Corporate Governance

Objectives and Components of Our Compensation Program

ObjectivesComponents
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 2017, the components of our executive compensation program included salary, annual bonus awards, long-term incentive compensation (performance unit awards and UGI Corporation stock option grants), discretionary bonus awards, 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.

Pay for Performance

Our executive compensation program allows the Compensation and Management Development Committee and the Board to determine pay based on a comprehensive view of quantitative and qualitative factors designed to enhance shareholder value and align the long-term interests of executives and 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 Company allocates a substantial portion of compensation to performance-based compensation. In Fiscal 2017, 81% of the principal compensation components, in the case of Mr. Walsh, and 65% to 75% of the principal compensation components, in the case of all other named executive officers, were variable and tied to financial performance.

For example, for the 2014-2016 performance period, UGI Corporation’s total shareholder return compared to its peer group was in the 91st percentile (UGI ranked 4th out of the 34 companies in its peer group) and Mr. Walsh received a performance unit payout equal to 200% of target in Fiscal 2017. For the 2015-2017 performance period (estimated as of October 31, 2017), UGI Corporation’s total shareholder return compared to its peer group was in the 53rd percentile and Mr. Walsh would receive a performance unit payout equal to 107% of target in Fiscal 2018. For additional information on the alignment between our financial results and executive officer compensation, see the Compensation Discussion and Analysis in this Proxy Statement.

Corporate Governance and Executive Compensation Practices

Highlights

✔
​
Corporate Governance​Executive Compensation

✓    

Annual election of directors

✓    

✔
​​
Majority voting with a director resignation policy for directors not receiving a majority of votes cast in uncontested elections

✓    

✔
​​
No supermajority voting provisions
✔
​​
The Board currently is led by an independent chairman

✓    chair

✔
​​
Majority of directorsdirector-nominees are independent (7 of 8)

✓    Regularly scheduled executive sessions

✔
​​
​Designation ofnon-management independent Presiding Director following the Annual Meeting of Shareholders in January 2024
✔
​​
Mandatory retirement age of 75 years for directors

✓    

✔
​​
Demonstrated continued refreshment of the Board, with 5 out of 8 Board nominees with less than 5 years of service
✔
​​
Overboarding policy
✔
​​
Proxy access bylaw
✔
​​
Independent Board Committees (except for(with the exception of the Executive Committee), each with authority to retain independent advisors

✓    

✔
​​
Engaged and focused Board, met 14 times in Fiscal 2023
✔
​​
Regularly scheduled executive sessions of non-management directors
✔
​​
Compensation and Management Development Committee advised by independent compensation consultant

✓    

✔
​​
Annual Board and Committee self-assessment process utilizing assistance of outside counsel

✓    No supermajority voting provisions

✓    

✔
​​
Annual limit of $500,000 on individual director equity awards

✓    Meaningful

✔
​​
Robust director stock ownership requirements

✓    Mandatory retirement age

Overview of Executive Compensation Practices and Pay for directors extended from age 72 to age 75Performance
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 alignment with that objective, our Compensation and Management Development Committee and the Board determine pay based on a comprehensive view of quantitative and qualitative factors designed to enhance shareholder value and align the long-term interests of executives and shareholders.
In Fiscal 2023, the components of our executive compensation program included salary, annual bonus awards, long-term incentive compensation (performance unit awards, restricted stock unit awards, and stock option grants), 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 short- and long-term goals.
The Company allocates a substantial portion of compensation to performance-based compensation. In Fiscal 2023, 75% of the principal compensation components, in the case of Roger Perreault, and 58% to 68% of the principal compensation components, in the case of all other named executive officers, were variable and tied to performance objectives.
5

TABLE OF CONTENTS

For example, for the 2020-2022 performance period, UGI Corporation’s total shareholder return compared to its peer group was below the threshold for a payout and resulted in no performance unit payout in Fiscal 2023. For the 2021-2023 performance period (estimated as of September 30, 2023), UGI Corporation’s total shareholder return compared to its peer group was below the threshold for a payout and no performance unit payout is expected in Fiscal 2024. For additional information on the alignment between our financial results and executive officer compensation, see the Compensation Discussion and Analysis in this Proxy Statement.
Executive Compensation Highlights
✔
​

✓    Meaningful executive officer stock ownership requirements

✓    Policy against hedging and pledging of Company securities by directors and executive officers

✓    Termination of employment is required for payment underchange-in-control agreements (“double trigger”)

✓    Double trigger for the accelerated vesting of equity awards in the event of a change in control

✓    ​

A substantial portion of executive compensation is allocated to performance-based compensation, including long-term awards, in order to align executive officers’ interests with shareholders’ interests and to enhance long-term performance (81%(75% of the principal components, in the case of Mr. Walsh,Perreault, and 65%58% to 75%68%, in the case of all other named executive officers)

✓    

✔
​​
Robust executive officer stock ownership requirements
✔
​​
Policy prohibiting hedging and pledging of Company securities, including the holding of Company securities in margin accounts as collateral for margin loans, by directors and executive officers
✔
​​
Termination of employment is required for payment under change-in-control agreements (“double trigger”)
✔
​​
Double trigger for the accelerated vesting of equity awards in the event of a change in control
✔
​​
No tax gross-ups in change-in-control agreements for any of our named executive officers
✔
​​
Recoupment policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement of financial results due to materialnon-compliance with anycorrect an error (i) in previously issued financial reporting requirement

✓    statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, pursuant to the rules of the New York Stock Exchange and the Securities and Exchange Commission

✔
​​
Board-reviewed succession plan for CEO and other senior management

✔
​​
Annual advisory vote on executive compensation

    QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, ANNUAL MEETING

    AND VOTING

This proxy statement contains information related to the Annual Meeting of Shareholders of UGI Corporation to be held on Thursday, January 25, 2018, beginning at 10:00 a.m. Eastern Time, at The Desmond Hotel and Conference Center, Ballrooms A and B, One Liberty Boulevard, Malvern, Pennsylvania, and at any postponements or adjournments thereof. Directions to The Desmond Hotel and Conference Center appear on page 61. This proxy statement was prepared under the direction of the Company’s Board of Directors to solicit your proxy for use at the Annual Meeting. It was made available to shareholders on or about December 8, 2017.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of printed proxy materials?

The Company has elected to provide access to the proxy materials over the Internet. We believe that this initiative enables the Company to provide proxy materials to shareholders more quickly, reduces the impact of our Annual Meeting on the environment and reduces costs.

Who is entitled to vote?

Only shareholders of record at the close of business on November 14, 2017, the record date, are entitled to vote at the Annual Meeting. On November 14, 2017, there were 173,152,120 shares of common stock outstanding. Each shareholder has one vote per share on all matters to be voted on.

How can I vote my shares held in the Company’s Employee Savings Plans?

You can instruct the trustee for the Company’s Employee Savings Plans to vote the shares of stock that are allocated to your account in the UGI Stock Fund. If you do not vote your shares, the trustee will vote them in proportion to those shares for which the trustee has received voting instructions from participants.

How can I change my vote?

You can change or revoke your vote at any time before polls close at the 2018 Annual Meeting:

If you returned a paper proxy card, you can write to the Company’s Corporate Secretary at our principal office, 460 North Gulph Road, King of Prussia, Pennsylvania 19406, stating that you wish to revoke your proxy and that you need another proxy card.

6

You can vote again, either over the Internet or by telephone.

If you hold your shares through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and following its procedure for revocation.

TABLE OF CONTENTS

If you attend the meeting, you may vote by ballot, which will cancel your previous proxy vote. However, if your shares are held through a broker, bank or other nominee, and you wish to vote by ballot at the meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you must bring with you to the meeting to exchange for a ballot.

Your last vote is the vote that will be counted.

What is a quorum?

A “quorum” is the presence at the meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares entitled to vote. A quorum of the holders of the outstanding shares must be present for the Annual Meeting to be held. Abstentions and brokernon-votes are counted for purposes of determining the presence or absence of a quorum.

How are votes, abstentions and brokernon-votes counted?

Abstentions and brokernon-votes are counted for purposes of determining the presence or absence of a quorum, but are not considered a vote cast under Pennsylvania law.

When a broker, bank or other nominee holding shares on your behalf does not receive voting instructions from you, the broker, bank or other nominee may vote those shares only on matters deemed “routine” by the New York Stock Exchange. Onnon-routine matters, the broker, bank or other nominee cannot vote those shares unless they receive voting instructions from the beneficial owner. A “brokernon-vote” means that a broker has not received voting instructions and either declines to exercise its discretionary authority to vote on routine matters or is barred from doing so because the matter isnon-routine.

As a result, abstentions and brokernon-votes are not included in the tabulation of the voting results on issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition in such tabulation.

What vote is required to approve each item?

•

Item 1 – Election of Directors:Majority of Votes Cast

Under our Bylaws and Principles of Corporate Governance, Directors must be elected by a majority of the votes cast in uncontested elections, such as the election of Directors at the Annual Meeting. This means that a director-nominee will be elected to our Board of Directors if the votes cast “FOR” such Director nominee exceed the votes cast “AGAINST” him or her. In addition, an incumbent Director will be required to tender his or her resignation if a majority of the votes cast are not in his or her favor in an uncontested election of Directors. The Corporate Governance Committee would then be required to recommend to the Board of Directors whether to accept the incumbent Director’s resignation, and the Board will have ninety (90) days from the date of the election to determine whether to accept such resignation.

•

Advisory Approval of Executive Compensation:Majority of Votes Cast

  NOMINEES

The approval, by advisory vote, of the Company’s executive compensation requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the 2018 Annual Meeting. This vote is advisory in nature and therefore not binding on UGI Corporation, the Board of Directors or the Compensation and Management Development Committee. However, our Board of Directors and the Compensation and Management Development Committee value the opinions of our shareholders and will consider the outcome of this vote in their future deliberations on the Company’s executive compensation programs.

•

Ratification of the selection of Ernst & Young LLP:Majority of Votes Cast

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for Fiscal 2018 requires the affirmative vote of a majority of the votes cast at the meeting to be approved.

Who will count the vote?

Representatives of Computershare Inc., our Transfer Agent, will tabulate the votes cast by proxy or in person at the Annual Meeting and act as inspectors of election.

What are the deadlines for Shareholder proposals for next year’s Annual Meeting?

Shareholders may submit proposals on matters appropriate for shareholder action as follows:

Shareholders who wish to include a proposal in the Company’s proxy statement for the 2019 annual meeting must comply in all respects with the rules of the U.S. Securities and Exchange Commission (“SEC”) relating to such inclusion and must submit the proposals to the Corporate Secretary at our principal offices, 460 North Gulph Road, King of Prussia, Pennsylvania 19406, no later than August 10, 2018.

If any shareholder wishes to present a proposal at the 2019 Annual Meeting that is not included in our proxy statement for that meeting, the proposal must be received by the Corporate Secretary at the above address by October 24, 2018. For proposals that are not received by October 24, 2018, the proxy holders will have discretionary authority to vote on the matter without including advice on the nature of the proposal or on how the proxy holders intend to vote on the proposal in our proxy statement.

All proposals and notifications should be addressed to the Corporate Secretary at our principal office, 460 North Gulph Road, King of Prussia, Pennsylvania 19406.

How much did this proxy solicitation cost?

The Company has engaged Georgeson Inc. to solicit proxies for the Company for a fee of $7,500 plus reasonable expenses for additional services. We also reimburse banks, brokerage firms and other institutions, nominees, custodians and fiduciaries for their reasonable expenses for sending proxy materials to beneficial owners and obtaining their voting instructions. Certain Directors, officers and regular employees of the Company and its subsidiaries may solicit proxies personally or by telephone or facsimile without additional compensation.

ITEM 1 – ELECTION OF DIRECTORS

    NOMINEES

Eight 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 meetingAnnual 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. At this time, the Board is unaware of any reason why any of the director-nominees may not be able to serve as a director if elected.

Other than Theodore A. Dosch,Santiago Seage, who was elected by the Board of Directors to serve as a Director effective July 25, 2017,September 18, 2023, 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, Theodore A. Dosch, Richard W. Gochnauer, Frank S. Hermance, Anne Pol, Marvin O. Schlanger, James B. Stallings, Jr.,Alan N. Harris, Mario Longhi, William J. Marrazzo, Cindy J. Miller, Kelly A. Romano, and John L. WalshSantiago Seage forre-election election as directors at the 2024 Annual Meeting. Roger B. Vincent, a current director, has electedFrank S. Hermance previously announced his intention to retire fromas Chair of the Board. The mandatory retirement policyCompany’s Board of Directors and to not stand for directors was amended during Fiscal 2017 extendingreelection to the retirement age from 72 yearsCompany’s Board of Directors at the Company’s 2024 Annual Meeting. In addition, as previously announced, Mr. Perreault has ceased to 75 years.

serve as a member of the Board and will not be standing for reelection at the Company’s 2024 Annual Meeting.

Information about Director-Nominees

Biographical information for each of the director-nominees standing forre-election election 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.

Board Independence
​​
Board Tenure
​​
Board Diversity
7 Directors
​​
~ 4 yrs. avg. tenure
​​
​63% Diverse
Seven out of our eight director-nominees are independent
​​
Tenure of
our director-nominees
​​
Female: 3 Directors
Race/Ethnicity: 2 Directors
LGBTQ+: 1 Director
graphic
7

TABLE OF CONTENTS

Overview of Director Qualifications and Experience
The following matrix highlights each director-nominee’s specific skills, knowledge, qualifications and experiences that are relevant to our long-term strategy beyond the minimum qualifications that our Board and Corporate Governance Committee of our Board believe are necessary for all directors. Our Board and Corporate Governance Committee believe that each director-nominee also brings a unique background, personal attributes and a range of expertise and knowledge not reflected in the matrix that provides our Board with an appropriate and diverse mix of skills and attributes necessary for the Board to fulfill its oversight responsibilities to our shareholders. More detailed information on each of our director-nominee’s backgrounds and qualifications is provided in their biographies beginning on page 9. Our Board and the Corporate Governance Committee do not assign specific weights to any of the below skills, knowledge, qualifications and experiences.
Qualifications/Experience
​​
Bort
​​
Dosch
​​
Harris
​​
Hermance
​​
Longhi
​​
Marrazzo
​​
Miller
​​
Romano
​​
Seage
Senior Executive Management (CEO, CFO, SVP, Finance)
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
Financial Expertise/Audit Committee Financial Expert
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
Corporate Finance/Financial Strategy/ Public Accounting/Finance
​​
X
​​
X
​​
X
​​
X
​​
​​
X
​​
​​
X
​​
X
Strategic Planning/Business Development
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
Industry Experience (including natural gas distribution and transmission)
​​
​​
​​
X
​​
​​
​​
X
​​
​​
​
​​
X
Logistics & Distribution
​​
​​
X
​​
X
​​
X
​​
X
​​
​​
X
​​
X
​​
Operational Expertise
​​
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
International Operations
​​
X
​​
X
​​
​​
X
​​
X
​​
​​
X
​​
X
​​
X
Asset Management
​​
X
​​
X
​​
X
​​
X
​​
​​
​​
X
​​
​
​​
X
IT Infrastructure/Technology
​​
X
​​
X
​​
​​
X
​​
​​
​​
​​
X
​​
Risk Management
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
Government Regulation/
Regulated Industry
​​
​​
​​
X
​​
X
​​
​​
X
​​
X
​​
​
​​
Public Company Board Experience
​​
​​
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
Corporate Governance
​​
X
​​
X
​​
​​
X
​​
X
​​
X
​​
X
​​
X
​​
X
Executive Compensation/HR/
Workforce Management
​​
​​
​​
​​
X
​​
X
​​
X
​​
X
​​
X
​​
Sales/Marketing/Retail
​​
​​
​​
​​
X
​​
​​
X
​​
X
​​
X
​​
The Board of Directors recommends that you vote “FOR” the election of
each of the eight nominees
for director.
8

TABLE OF CONTENTS

graphic
​​
M. Shawn Bort
Independent Director
Retired Senior Vice President,
Finance, Saint-Gobain Corporation

Director since 2009
Age as of Annual Meeting: 62

LOGO

Committee Membership:
Chair, Audit Committee
Member, Pension Committee
Member, Executive Committee

M. SHAWN BORT

Retired

Principal Occupation and Business Experience
• 2006 - 2015: Senior Vice President, Finance of Saint-Gobain Corporation,

Director since 2009

Age 55

Chair, Audit Committee

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, as 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

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)
•  2005 - 2006: Vice President, Finance, Saint-Gobain
• 2002 - 2005: Vice President, Internal Control Services, Saint-Gobain
• 1997 - 2002: Partner with PricewaterhouseCoopers LLP, a public accounting firm

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 and corporate governance experience by virtue of her position on the advisory board at Drexel University’s LeBow College of Business, Center for Corporate Governance.

Former Public Company Directorships
UGI Utilities, Inc. (2015 - 2020)
Key Skills and Qualifications
Ms. Bort’s qualifications to serve as a director include her senior financial executive management experience with a global company, as 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 and corporate governance experience by virtue of her position on the advisory board at Drexel University’s LeBow College of Business, Center for Corporate Governance.
graphic
​

LOGO

​

Theodore A. Dosch


Independent Director
Retired Executive Vice President of FinanceStrategy and Chief Transformation Officer, WESCO International Inc.

Director since 2017
Age as of Annual Meeting: 64
Committee Membership:
Chair, Pension Committee
Member, Audit Committee

Principal Occupation and Business Experience
• 2020 - 2022: Executive Vice President of Strategy & Chief Transformation Officer of WESCO International Inc. (a leading provider of business-to-business distribution, logistics services and supply chain solutions)
• 2011 - 2020: Chief Financial Officer

of Anixter International Inc.

(a leading global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions)
• 2009 - 2011: Senior Vice President, Global Finance, Anixter International
• 2006 - 2008: CFO, North America and Vice President, Finance, of Maytag Integration of Whirlpool Corporation
•  2004 - 2005: Corporate Controller, Whirlpool
•  2000 - 2004: CFO, North America, Whirlpool
• 1986 - 2000: a variety of financial related roles at Whirlpool
Former Public Company Directorships
UGI Utilities, Inc. (2017 - 2020)
Key Skills and Qualifications
Mr. Dosch’s qualifications to serve as a director include his senior financial executive management experience at WESCO International, 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 years of experience in financial related roles provide him with financial expertise. Mr. Dosch possesses international expertise by virtue of his positions at WESCO International Inc., Anixter International, and Whirlpool Corporation, companies with global operations, as well as in-depth experience in the areas of strategic planning, asset management, change management, and risk management. Mr. Dosch currently serves on the Board of Directors of East Penn Manufacturing Co.
9

TABLE OF CONTENTS

graphic
​​
Alan N. Harris
Independent Director
Retired Senior Advisor and Chief Development and Operations Officer, Spectra Energy Corporation

Director since 2017

2018

Age 58

Principal Occupation and Business Experience:    Mr. Dosch is Executive Vice President of Finance and Chief Financial Officer of Anixter International Inc. (a leading global distributor of network & security solutions, electrical & electronic solutions and utility power solutions) (since 2011). He previously served as Anixter 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 of Maytag Integration (2006 to 2008), Corporate Controller (2004 to 2006) and CFO – North America (1999 to 2004). Mr. Dosch also serves as a Director of UGI Utilities, Inc., a subsidiary of the 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. 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, and risk management.

as of Annual Meeting: 70

LOGO

Committee Membership:
Chair, Safety, Environmental and
Regulatory Compliance Committee
Member, Pension Committee
Principal Occupation and Business Experience
• 2014 - 2015: Senior Advisor to the Chairman, President and Chief Executive Officer of Spectra Energy Corporation (an operator in the transmission and storage, distribution and gathering and processing of natural gas)
• 2009 - 2013: Chief Development Officer and Chief Operations Officer, Spectra Energy
• 2007 - 2009: Chief Development Officer of Spectra Energy
• 2004 - 2006: Group Vice President, Chief Financial Officer of Duke Energy
•  2003 - 2004: Executive Vice President, Duke Energy
• 2002 - 2003: Senior Vice President, Strategic Development and Planning, Duke Energy
• 2000 - 2002: Vice President, Controller, Treasurer, Strategic Planning, Duke Energy
• 1999 - 2000: Vice President, Controller, Strategic Planning, Duke Energy
Former Public Company Directorships
UGI Utilities, Inc. (2018 - 2020)
Enable Midstream Partners, LP (2015 - 2021)
DCP Midstream GP, LLC (2009 - 2012 and 2014)
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 expertise. 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.
graphic
​

RICHARD W. GOCHNAUER

Retired​

Mario Longhi
Executive Director
Interim President and Chief Executive Officer of UGI Corporation

Director since 2020
Age as of Annual Meeting: 69
Committee Membership:
Member, Executive Committee
Principal Occupation and Business Experience
• 2023: Interim President and Chief Executive Officer, UGI Corporation
• 2017: Chief Executive Officer of United States Steel Corporation (a leading integrated steel producer)
• 2013 - 2017: President and Chief Executive Officer, United Stationers, Inc.

Director since 2011

Age 68

Member, Audit Committee

Member, Corporate Governance Committee

Principal Occupation and Business Experience:    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 diversified international supplier to the food service industry) (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.

Key Skills and Qualifications:    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 Bachelor of Science degree from Northwestern University and a Master of Business

Administration from Harvard University) and experience provide him with financial expertise. Mr. Gochnauer is also able to offer significant insights in the areas of international operations, logistics and distribution, government regulation and corporate governance.

LOGO

FRANK S. HERMANCE

Retired Chairman and Chief Executive Officer, AMETEK, Inc.

Director since 2011

Age 68

Chair, Safety, Environmental and Regulatory Compliance Committee

Member, Compensation and Management Development Committee

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 also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company, as Director Emeritus of the Greater Philadelphia Alliance for Capital and Technologies, as Vice Chairman of the World Affairs Council of Philadelphia, and as an advisory board member at American Securities LLP. He previously served as a member of the Board of Trustees of the Rochester Institute of Technology (until November 2016).

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 company. The Board also considered Mr. Hermance’s relevant experience in the areas of international operations, logistics, distribution, risk management, mergers and acquisitions, corporate governance, human resources management and executive compensation.

LOGO

ANNE POL

Retired States Steel Corporation

• 2013: President and Chief Operating Officer, Trex Enterprises Corp.

United States Steel Corporation
• 2012 - 2013: Executive Vice President and Chief Operating Officer, United States Steel Corporation.
• 2006 - 2011: Chief Executive Officer and President, Gerdau Ameristeel Corporation (a producer of long steel)
•  2005 - 2006: President, Gerdau Ameristeel Corporation
• 1982 - 2005: served in various roles of increasing responsibility at Alcoa, Inc., including President, Alcoa Wheels International; President, Alcoa Forgings Division; President and Chief Executive Officer, Howmet Castings; and Vice President and Group President, Global Extrusions.
Former Public Company Directorships
Harsco Corporation (2017 - 2023)
ITT Inc. (2017 - 2021)
United States Steel Corporation (2013 - 2017)
RTI International Metals Inc. (2013 - 2014)
Gerdau Ameristeel Corporation (2007 - 2010)
Key Skills and Qualifications
Mr. Longhi’s qualifications to serve as a director include his extensive senior management, strategic planning, business development, corporate governance, risk management, and operational experience, which he gained through his roles as President, Chief Executive Officer, and Chief Operating Officer of global, publicly traded companies as well as his service on public company boards. Mr. Longhi also possesses in-depth knowledge in the areas of executive compensation and international operations.
10

TABLE OF CONTENTS

graphic
​​
William J. Marrazzo
Independent Director
Chief Executive Officer and President, WHYY, Inc.

Director 1993 through 1997 and since 1999

2019

Age 70

as of Annual Meeting: 74

Committee Membership:
Chair, Compensation and Management Development Committee


Member, Corporate Governance Committee

Principal Occupation and Business Experience
• 1997 - Present: Chief Executive Officer and President of WHYY, Inc., a public television and radio company in the nation’s fourth largest market
• 1988 - 1997: Chief Executive Officer and President of Roy F. Weston, Inc., a publicly traded corporation
• 1971 - 1988: Water Commissioner for the Philadelphia Water Department
•  1983 - 1984: Managing Director for the City of Philadelphia
Former Public Company Directorships
UGI Utilities, Inc. (2019 - 2020)
American Water Works Company, Inc. (2003 to 2016)
AmeriGas Propane, Inc. (2001-2019)
Key Skills and Qualifications
Mr. Marrazzo’s qualifications to serve as a director include his extensive experience as Chief Executive Officer of both non-profit and public companies as well as 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, as well as his extensive service on other public company boards, Mr. Marrazzo possesses extensive corporate governance, executive compensation, human resources management and audit committee financial expertise. Mr. Marrazzo also previously served as a director of Woodard and Curran (a national engineering firm).
graphic
​​
Cindy J. Miller
Independent Director
President and Chief Executive Officer, Stericycle, Inc.

Director since 2020
Age as of Annual Meeting: 61
Committee Membership:
Member, Compensation and Management Development
Committee
Member, Safety, Environmental and Regulatory Compliance Committee

Principal Occupation and Business Experience:    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.

Key Skills and Qualifications:    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. The Board also considered Mrs. Pol’s intimate knowledge and understanding of the Company’s businesses by virtue of her years serving as a director of the Company.

LOGO

Principal Occupation and Business Experience
• 2019 - Present: President and Chief Executive Officer of Stericycle, Inc. (a business-to-business services company and provider of compliance-based solutions, including regulated waste management, secure information destruction, compliance, customer contact, and brand protection)
•  2018 - 2019: President and Chief Operating Officer, Stericycle
• 2016 - 2018: President, Global Freight Forwarding of United Parcel Service (“UPS”)
•  2013 - 2016: President, Europe Region, UPS
• 1988 - 2013: various roles of increasing responsibility at the UPS, including Managing Director, UPS UK, Managing Director, UPS South Europe, Middle East and Africa, District Manager, UPS Metro Chicago and District Manager, UPS Northern Plains. Ms. Miller began her career at UPS as a package car driver before taking on various operations manager roles.
Current Public Company Directorships
Stericycle, Inc. (director since 2019)
Key Skills and Qualifications
Ms. Miller’s qualifications to serve as a director include her extensive senior management, operational, and strategic planning experience from her leadership roles at global, publicly traded companies. Ms. Miller also possesses extensive knowledge in the areas of logistics, business transformation and change management, safety and international operations.
11

TABLE OF CONTENTS

graphic
​

MARVIN O. SCHLANGER

Principal, Cherry Hill Chemical Investments, L.L.C.

​

Kelly A. Romano
Independent Director
Founder and Chief Executive Officer, BlueRipple Capital, LLC

Director since 1998

2019

Age 69

Chairmanas of the Board

Chair, Corporate Governance Committee

Chair, Executive Committee

Principal Occupation and Business Experience:    Mr. Schlanger serves as the Company’s Chairman 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 a director of AmeriGas Propane, Inc., and UGI Utilities, Inc., both of which are subsidiaries of UGI Corporation. He is also a director of CEVA Holdings, LLC, where he serves asnon-executive chairman, CEVA Group, plc, where he serves asnon-executive chairman, Hexion, Inc., Momentive Performance Materials, Inc., and VECTRA Company.

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 operational experience. Additionally, by virtue of his experience as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of ARCO Chemical Company, a large public company, and his experience serving as chairman, director and committee member on the boards of directors of large public and private international companies, Mr. Schlanger also possessesin-depth knowledge in the areas of executive compensation, corporate governance and international operations. The Board also considered Mr. Schlanger’s intimate knowledge and understanding of the Company’s businesses by virtue of his years serving as a director of the Company.

Annual Meeting: 61

LOGO

JAMES B. STALLINGS, JR.

Managing Partner, PS27 Ventures, LLC

Director since 2015

Age 62

Committee Membership:
Member, Audit Committee

Member,

Safety, Environmental and Regulatory Compliance Committee

Principal Occupation and Business Experience:    Mr. Stallings is Managing Partner of PS27 Ventures, LLC, a private investment fund focused on technology companies (since 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 to 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) 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 with respect to a regulated industry), finance experience and corporate governance. The Board also considered his strong leadership, operations experience and strategic planning, as well as his investment committee experience at a venture capital company.

LOGO

JOHN L. WALSH

President

Principal Occupation and Business Experience
• 2018 - Present 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 and private equity firms

• 2014 - 2016: President, Intelligent Building Technologies, Building Systems & Services, United Technologies Corporation (“UTC”) (a diversified company that provides high technology products and services to the building and aerospace industries, which merged with Raytheon Company in 2020)
• 2012 - 2014: Corporate Vice President, Business Development, UTC Corporate Headquarters
• 2011 - 2012: President, Global Security Products, UTC Fire & Security
• 2010 - 2011: Senior Vice President, Global Sales & Marketing, UTC Fire & Security
• 2006 - 2009: President, Building Systems & Services, Carrier Corporation, UTC
• 1984 - 2006: various positions of increasing responsibility at UTC
Current Public Company Directorships
Athira Pharma, Inc. (since 2020; Chair of the Board since 2021)
Dorman Products, Inc. (since 2017)
Former Public Company Directorships
UGI Utilities, Inc. (2019 - 2020)
Key Skills and Qualifications
Ms. Romano’s qualifications to serve as a director include her extensive global senior management experience at UTC, her service on other public company boards, and her operational, technology, sales, marketing, distribution, strategic planning and leadership, business development, corporate governance, and executive compensation knowledge and expertise. In addition, Ms. Romano has financial expertise by virtue of her senior management roles and related responsibilities at UTC.

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 industrial and manufacturing companies in the U.S.) since May 2016; managing partner of Xinova, LLC (an innovation development and banking firm) (May 2016 to January 2020); a director and co-chair of the Board of Potter Electric Signal (a leading sprinkler monitoring and fire-life safety company) since December 2017; a director of start-up 75F (2020 to 2023); and an operating partner of AE Industrial Partners, LP (a private equity firm focused on aerospace and industrial investments) (August 2020 to August 2023), and served on four of their portfolio companies until August 2023 (Resolute, GS Precision, Altus Fire & Life Safety, and Healthway).
graphic
​​
Santiago Seage
Independent Director
Chief Executive Officer of
Atlantica Sustainable Infrastructure plc

Director since 2005

2023

Age 62

Member, Executive Committee

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 a Director and Vice Chairman of UGI Utilities, Inc. (since 2005). Both AmeriGas Propane, Inc. and UGI Utilities, Inc. are subsidiaries of UGI Corporation. Mr. Walsh served as Chief Operating Officer of UGI Corporation (2005-2013) and as 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 division 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 Director at Main Line Health, Inc., the United Way of Southeastern Pennsylvania and Southern New Jersey, the World Affairs Council of Philadelphia and the Philadelphia Zoo, and as Trustee at the Saint Columbkille Partnership School.

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 President and 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. 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.

as of Annual Meeting: 54

Committee Membership: None
Principal Occupation and Business Experience
 
• 2013 - Present: Mr. Seage has been serving as the Chief Executive Officer of Atlantica Sustainable Infrastructure plc (NASDAQ: AY), a sustainable infrastructure company that owns a diversified portfolio of renewable energy, storage, efficient natural gas, electric transmission and water assets in North and South America, and certain markets in Europe, the Middle East, and Africa since its formation.
•  2015: Executive Officer of Abengoa S.A.
•  2006 - 2013:Chief Executive Officer of Abengoa Solar.
Current Public Company Directorships
Atlantica Sustainable Infrastructure plc
Key Skills and Qualifications
Mr.  Seage’s qualifications to serve as a director include his extensive leadership experience as the Chief Executive Officer and director of a global clean energy company and substantial expertise in the energy industry. Mr. Seage also possesses knowledge in the areas of international operations, strategic planning and business development, risk management, asset management, and corporate governance. In addition, Mr. Seage has financial expertise by virtue of his senior management roles and related experience.
12

TABLE OF CONTENTS

  CORPORATE GOVERNANCE

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, customers, suppliers, vendors, creditors, and the communities in which we do business.stakeholders. 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(see Company — Leadership and Governance — Governance Documents) or in print, free of charge, upon written request.

Director Independence

The

In September 2023, the Board, hasupon the recommendation of the Corporate Governance Committee, determined that, other than Mr. Walsh,Perreault (the Company’s Chief Executive Officer), 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.

Subsequently, the Board determined that, effective as of December 12, 2023 and as a result of Mr. Longhi being named Interim President and Chief Executive Officer, Mr. Longhi no longer 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 directorDirector independence: if a directorDirector serves as an officer, director or trustee of anon-profit organization, charitable contributions to that organization by the Company and its affiliates that do not exceed the greater of $1,000,000 or two percent2% of the charitable organization’s total revenues per year will not be considered to result in a material relationship between such directorDirector and the Company.

In making its determination of independence, the Board and the Corporate Governance Committee, 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 intooversight of the operations and strategic direction of the Company. As announced in September 2023, Mr. Hermance 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 2024. The Board has determinedalso announced that the appointment of an independent Chairman at this time is the most appropriate leadership structure for the Company, taking into account the current business conditions and the environment in which the Company operates. Mr. Schlanger was first electedLonghi will succeed Mr. Hermance as ChairmanChair of the Board following the Annual Meeting of Shareholders in January 2016.2024. In connection with the announcement of Mr. Perreault’s departure from the Company in December 2023, Mr. Longhi also is currently serving as Interim President and Chief Executive Officer of the Company. The Board continues to believebelieves that the Company is best served by having Mr. SchlangerLonghi as independent ChairmanChair due to his unique,in-depth knowledgeextensive leadership and operational experience as a chief executive of large, international companies, his global strategic perspective and his prior contributions as a Director of the Company’s corporate strategy and operating history and his experienceBoard. The Board also designated Mr. Harris as the Company’san independent, Presiding Director since 2011.following the Annual Meeting of Shareholders in January 2024. In his role as Presiding Director, Mr. Harris will chair periodic
13

TABLE OF CONTENTS

meetings of the independent Directors and serve as principal liaison between the Chair and the other Directors on sensitive issues.
We believe that the leadership structure of our Board supports its effective oversight of oureffectively oversees the Company’s risk management. OurIn particular, our Board takes an active role in risk management and ESG efforts, fulfilling its oversight responsibilities directly andas well as through delegation to the Audit Committee, the Corporate Governance Committee, the Compensation and Management Development Committee, the Corporate Governance Committee, and the Safety, Environmental and Regulatory Compliance Committee, of those risks within their areas of responsibility and expertise, with the Chair of each Committee reporting to the Board on his or her respective committee’sCommittee’s oversight activities and

decisions.

decisions. The Board also plays an important role in overseeing management’s performance in assessing and managing risk.

Committee
​​
Risk Oversight
Audit Committee
​Risk Oversight
​
Audit
Provides oversight of the Company’s enterprise risk management activities, 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.
Compensation &and Management Development
​​
Provides oversight of the Company’s compensation programs for our employees,executives, including our named executive officers, to ensure that the programs do not encourage employeesexecutives to take unnecessary or excessive risks. In addition, oversees the Company’s policies and practices relating to the social responsibility aspects of its ESG program, including with respect to the Company’s belonging, inclusion, diversity and equity initiatives, programs and policies.
Corporate Governance
​​
Provides oversight of corporate governance matters, such as director independence and director succession planning, to ensure overall Board effectiveness. Oversees the corporate governance aspects of the Company’s ESG program, including promoting Board diversity and inclusion through the identification and recommendation of diverse director nominees to the Board and evaluating and addressing emergent governance-related risks.
Safety, Environmental and Regulatory Compliance
​​
Provides oversight responsibility for the review and adequacy of the Company’s strategy, policies, practices, programs, procedures, initiatives and training as they relate to safety, the environment (including climate change, reporting metrics, environmental targets and sustainability) and regulatory compliance. Reviews operational risks associated with the Company’s business. See “Oversight of Cybersecurity Risk” below for information on the Committee’s responsibilities related to safety, environmentalcybersecurity and regulatory compliance for the Company’s domestic and international business units, as well as the review of policies and programs to promote cyber security and to mitigate cyber securitydata privacy risks.

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, 2017.2023. Throughout the year, in conjunction with its regular business presentationsmanagement presents to the Board and its committees, management highlightsCommittees on 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 Board reviews the risks facing the Company with both an annuala short- and longer-termlong-term strategic focus.
14

TABLE OF CONTENTS

Oversight of Cybersecurity Risk
Our Safety, Environmental and Regulatory Compliance Committee is responsible for reviewing the overall adequacy of, and providing oversight with respect to, the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives and training in light of applicable legal requirements and governmental and industry standards in the jurisdictions in which the Company and its subsidiaries conduct business. We have a cybersecurity program to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company. The Global Chief Information Officer and the Global Chief Information Security Officer report to the Safety, Environmental and Regulatory Compliance Committee quarterly on the Company’s cybersecurity program, and to the full Board, as necessary. Our cybersecurity program is informed by laws, regulations and industry best practices and frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework. We partner with other companies, industries and law enforcement to communicate information about the latest cybersecurity threats and leverage threat modeling insights. We conduct cybersecurity assessments against industry cybersecurity frameworks to better enable us to prioritize actions and investments to enhance our cybersecurity capabilities. Our cybersecurity teams work diligently to safeguard Company and customer data by applying layered and defensive mechanisms to proactively provide the security needed to detect and defend against cyber-attacks and to withstand potential impacts. We periodically conduct tabletop exercises and penetration testing to test our defenses. In addition, we provide new hires and employees with cybersecurity training, which is monitored and tracked on an annual basis, an extended meeting ofbasis. We also issue routine phishing campaigns to educate employees on social engineering techniques and informal security awareness exercises are conducted throughout 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.

year.

Board Meetings and Attendance

The Board of Directors held 1014 meetings in Fiscal 2017.2023. All Directors attended at least 75 percent75% 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, absent unforeseen circumstances that prevent their attendance. Each10 of the 11 Company’s then current Board members with the exception of one director, attended the 20172023 Annual Meeting of Shareholders.

Independent Directors of the Board also meet in regularly scheduled sessions without management.any members of management present. These sessions arehave been led by the Chair of the Board and will be led by our Chairman.

Presiding Director following the Annual Meeting of Shareholders in January 2024. The purpose of these executive sessions is to promote open and candid discussion among the independent Directors. After each executive session, the independent Directors report to the full Board through the Chair on their deliberations and any recommendations for action to be taken by the Board.

Board and Committee Structure

Annually, the Corporate Governance Committee monitors and assesses the structure, composition, operation and performance of the Board and its Committees and, if appropriate, makes recommendations for changes. Ourchanges to the Board. For Fiscal 2023, our Board Committees includeincluded Audit, Compensation and Management Development, Corporate Governance, Executive, andPension, Safety, Environmental and Regulatory Compliance.Compliance, and Executive. The members of each of the Board Committees, with the exception of the Executive Committee, arewere independent as defined by the New York Stock Exchange listing standards. The chartersCharters of the Audit, Corporate Governance, Compensation and Management Development, Corporate Governance, Pension 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.
15

TABLE OF CONTENTS

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        

T. A. Dosch

 1          

R. W. Gochnauer

 1, 2 X   X    

F. S. Hermance

 1   X     Chair

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

   13 7 3 1 6

(1)            
AUDIT COMMITTEE
Chair: M. Shawn Bort

Independent Director                        (2)​

​
Other Members:
• Theodore A. Dosch
• Kelly A. Romano
​​
Meetings in 2023: 5

Independence: 100%
Key Responsibilities:
•
​​
oversees the Company’s accounting and financial reporting processes and independent audits of the financial statements;
•
​​
oversees the adequacy of internal controls relative to financial and business risk;
•
​​
monitors compliance with enterprise risk management policies;
•
​​
appoints, retains, approves the compensation of and oversees the independent accountants;
•
​​
monitors the independence of the independent registered public accounting firm and the performance of the independent accountants and the internal audit function;
•
​​
discusses with management and the general auditor policies with respect to risk assessment and risk management;
•
​​
provides a means for open communication among the Company’s independent accountants, management, internal audit staff and the Board; and
•
​​
oversees compliance with applicable legal and regulatory requirements.
Our Board has determined that each member of the Audit Committee Financial Expert                                (3)             Chairmanis considered to be financially literate under applicable New York Stock Exchange listing standards. Additionally, the Board has determined that all members of the Board

Audit Committee qualify as “audit committee financial experts” in accordance with the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Chair: William J. Marrazzo
​​
Other Members:
• Mario Longhi
• Cindy J. Miller
​​
Meetings in 2023: 7

Independence: 100%
Effective December 12, 2023, and in connection with his appointment as Interim President and Chief Executive Officer, Mr. Longhi no longer serves on the Compensation and Management Development Committee.
Key Responsibilities:
•
​​
establishes and reviews overall executive compensation philosophy and objectives;
•
​​
reviews and approves 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 of the Board, determines and approves the CEO’s compensation based upon such evaluation;
•
​​
assists the Board in establishing a succession plan for the position of CEO;
•
​​
reviews with the CEO the evaluation of the performance of senior management as well as the Company’s plans for management development and senior management succession;
•
​​
establishes executive compensation policies and programs, ensuring that such plans do not encourage unnecessary risk-taking;
16

Audit CommitteeTABLE OF CONTENTS

•
​​
approves salaries, target bonus levels, and payments to be made to senior management (other than the CEO);
•
​​
approves a maximum value pool of options and other equity-based awards to be granted to non-senior management employees, with the Chair of the Committee and CEO approving any such individual awards;
•
​​
oversees and periodically reviews the Company’s development and implementation of belonging, inclusion, diversity and equity initiatives, programs and policies, including those related to human capital management;
•
​​
oversees the Company’s policies and practices relating to the social responsibility aspects of its ESG program;
•
​​
considers current and emerging social trends or issues and recommends to the Board, as appropriate, policies and practices to address such trends or issues;
•
​​
reviews with management the Compensation Discussion and Analysis;
•
​​
oversees compliance with the Company’s Recoupment Policy;
•
​​
oversees compliance with the Company’s Stock Ownership and Retention Policy; and
•
​​
selects and oversees the performance of the compensation consultant, ensuring such consultant’s independence.
CORPORATE GOVERNANCE COMMITTEE
Chair: Frank S. Hermance
​​
Other Members:
• Mario Longhi
• William J. Marrazzo
​​
Meetings in 2023: 4

Independence: 100%
Effective December 12, 2023, and in connection with his appointment as Interim President and Chief Executive Officer, Mr. Longhi no longer serves on the Corporate Governance Committee.
Key Responsibilities:
•
​​
identifies nominees and reviews the qualifications of persons eligible to stand for election as Directors, and for appointment to fill any vacancy that is anticipated or has arisen on the Board, in light of the factors of independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community, and diversity of backgrounds and views, including, but not limited to, gender, race, ethnicity and national origin, and makes recommendations to the Board;
​
•
​​
reviews and recommends candidates for Committee membership and chairs;
​
•
​​
reviews the Board’s leadership structure;
​
•
​​
considers the ability of Directors to serve on the boards and committees of other public companies and monitors the membership of Directors on the boards of other public companies;
​
•
​​
reviews and oversees the Company’s policy prohibiting hedging, pledging and holding the Company’s securities in margin accounts;
​
•
​​
reviews and assesses the performance of the Board and each Committee;
​
•
​​
reviews and recommends Director compensation;
​
•
​​
monitors compliance with the Company’s Code of Business Conduct and Ethics;
​
•
​​
reviews director and officer indemnification and insurance coverage;
​
•
​​
oversees the corporate governance aspects of the Company’s ESG program;
​
•
​​
reviews and oversees independent Directors’ compliance with the Company’s stock ownership guidelines;
​
17

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; and (viii) oversees compliance with applicable legal and regulatory requirements.TABLE OF CONTENTS

•
​​
reviews and oversees Director orientation and continuing education programs; and
•
​​
develops and recommends to the Board a set of corporate governance principles applicable to the Company, and also considers current and emerging corporate governance trends or issues and recommends to the Board, as appropriate, policies and practices that address such trends or issues.
EXECUTIVE COMMITTEE
Chair: Frank S. Hermance
​​
Other Members:
• M. Shawn Bort
• Roger Perreault
​​
Meetings in 2023: 0

Independence: 67%
Effective December 12, 2023, and in connection with his appointment as Interim President and Chief Executive Officer, Mr. Longhi replaced Mr. Perreault on the Executive Committee.
The Executive Committee has limited powers to act on behalf of the Board of Directors between regularly scheduled meetings on matters that cannot be delayed.
PENSION COMMITTEE
Chair: Theodore A. Dosch
​​
Other Members:
• M. Shawn Bort
• Alan N. Harris
​​
Meetings in 2023: 2

Independence: 100%
In Fiscal 2023, the Pension Committee served in an advisory capacity with respect to activities, finances and special topics related to qualified pension and retirement plans and received reports from relevant management committees and service providers related thereto. In November of 2023, the Board of Directors reallocated the Pension Committee’s responsibilities to the Audit Committee and decided to eliminate the Pension Committee as a Board Committee on a prospective basis.
SAFETY, ENVIRONMENTAL AND REGULATORY COMPLIANCE COMMITTEE
Chair: Alan N. Harris
​​
Other Members:
• Cindy J. Miller
• Kelly A. Romano
​​
Meetings in 2023: 5

Independence: 100%
Key Responsibilities:
•
​​
reviews the adequacy of, and provides oversight with respect to, the Company’s strategy, policies, practices, programs, procedures, initiatives and training as they relate to safety, the environment (including climate change and sustainability) and regulatory compliance;
​
•
​​
reviews the principal safety, environmental and regulatory compliance risks that affect or could affect the Company or its operations, business and stakeholders, or the environment, and oversees management’s efforts to identify, assess, monitor, manage and mitigate such risks;
​
•
​​
reviews the Company’s policies and programs to promote cyber security and data privacy and to mitigate related risks;
​
•
​​
reviews and discusses the Company’s operational business risks;
​
18

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. Gochnauer qualify as “audit committee financial experts” in accordance with the applicable rules and regulations of the SEC.TABLE OF CONTENTS

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, 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 executives (other than the CEO); (vii) reviews with management the CD&A; (viii) oversees compliance with the Company’s recoupment policy; (ix) oversees compliance with the Company’s stock ownership policy; and (x) 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 Committee 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; and (vi) 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 ethical conduct 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.

•
​​
reviews the Company’s crisis management programs;
•
​​
reviews and approves management’s long-term safety, environmental, and regulatory compliance goals and evaluates the Company’s progress towards those goals;
•
​​
keeps abreast of the regulatory environment within which the Company operates;
•
​​
reviews information and reports on various safety, environmental (including climate change and sustainability), and regulatory compliance issues or trends raised by management and third parties and recommends to the Board, as appropriate, policies and practices that address such issues or trends; and
•
​​
oversees the safety, environmental and regulatory compliance aspects of the Company’s ESG program.
Selection of Board Candidates

The Corporate Governance Committee conducts an annual assessment of the composition of the Board of Directors and the Committees of the Board, 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, including, but not limited to, gender, race, ethnicity and to complement the Board’s existing strengths,national origin, recognizing that diversity is a critical element to enhancing boardBoard effectiveness. The Committee also considers how director candidates’ qualifications complement the Board’s existing strengths. 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, lawregulatory 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.Committees, and who do not hold directorships that could cause a conflict of interest or impair the individual’s ability to contribute meaningfully to the Board. 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 legal 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 Directors, executive officers, community leaders, and shareholders as a source for potential Board candidates. TheFrom time to time, the Committee also utilizesuses the services of a third-party search firmfirms and organizations that provide diverse candidates to assist it in identifying and evaluating possible nominees for Director. The Board reviews and has final approval of all potential Director nominees for election to the Board. During Fiscal 2017, the Board of Directors, upon recommendation by the Corporate Governance Committee, elected Theodore A. Dosch as a member of the Board. Mr. Dosch’s biography and qualifications are set forth in ITEM 1 – Election of Directors, beginning on page 6. Mr. Dosch was selected after considering the Company’s strategic direction, as well as Director tenure and the diversity, skills and qualifications of Directors who are expected to retire in the near future.

Shareholders may submit written recommendations for director nomineesdirector-nominees to the Corporate Secretary, UGI Corporation, 460500 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 youIn addition to satisfying the foregoing notice requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to nominate a candidate fromsolicit proxies in support of director nominees other than the floor at the Annual Meeting, please contactCompany’s nominees must notify the Corporate Secretary.Secretary 60 days prior to the anniversary of the previous year’s annual meeting. Notification must include certain information detailed in Rule 14a-19 under the Exchange Act. Shareholders who wish to include a director nominee in the Company’s proxy statement must comply in all respects with the terms and conditions set forth in the Company’s Bylaws and must submit such nominee to the Corporate Secretary no earlier than 150 days and no later than 120 days prior to the anniversary of the mailing date of the Company’s proxy statement for the previous year’s annual meeting.
19

TABLE OF CONTENTS

Board and Committee Evaluation Process

The Board of Directors is committed to a comprehensiverobust and constructive annual performance self-assessment process, which seeks to determine whether itthe Board and its Committees function effectively. This self-assessment process is also linked with the Board’s long-term succession planning practices and Board refreshment generally. The Corporate Governance Committee oversees theis responsible for overseeing this formal process, with the assistance of outside counsel.the Corporate Secretary. Each year, the Committee reviews the overall evaluation process, as well as the substantive matters to be addressed.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 following the compilation and discussion of results.

This year’s process consisted of interviews by the Chairman with each Director to discuss his or her assessment of the effectiveness of the Board and each Committee on which he or she serves, as well as to discuss individual Director performance and Board dynamics. The Chairman was interviewed by outside counsel as part of the process. The Directors were provided an outline of potential questions in advance of the interviews to ensure that specific topics, such as the strategic planning process, were addressed. The Chairman’s notes were forwarded to outside counsel, who then compiled a report summarizing the results of the interviews. Each Committee and the Board then discussed the summarized results, with each Committee providing a report to the Board on the results of its self-assessment. As part of the process, anyBoard. 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 written questionnaire or by a series of interviews conducted by the independent Chair. During Fiscal 2023, each Director discussed their assessment of the effectiveness of the Board and each Committee on which the Director 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 effectiveness of the Board and its Committees, including potential changes to policies and procedures, in order to enable the Board and each of its Committees to discharge its respective oversight responsibilities.
Limitations on Additional Board Service
In Fiscal 2023, the Board amended the Company’s Principles of Corporate Governance to include limits on the number of public company boards on which Directors may serve. The purpose of these limitations is to ensure that simultaneous service on multiple boards of directors will not impair a Director’s ability to contribute meaningfully to the Board.
Specifically, a Director may not serve on more than four public company boards (including UGI), a Director who serves as an active executive officer of a public company may not serve on more than two public company boards (including UGI), and a Director who serves as chair or lead independent director of a public company board may not serve on more than three public company boards (including UGI). Further, members of the Company’s Audit Committee may not serve on more than three public company board audit committees (including UGI’s Audit Committee). Additionally, for any potential public or private company board service not prohibited by these limitations, a Director is required to notify the Chair of the Corporate Governance Committee prior to accepting an invitation to serve on such board so that the Corporate Governance Committee may review the proposed relationship for potential conflicts of interest and confirm that simultaneous service on the additional board will not impair the Director’s ability to contribute meaningfully to the UGI Board.
Investor Outreach

UGI seeks regular engagement with investors in order to communicate our strategy and to solicit feedback from the investment community. Managementfeedback. Our independent Board Chair has participated in a number of investor meetings. Additionally, management periodically engages a third partythird-party consultant to obtain independent feedback from our investors. In Fiscal 2017, we held an Analyst Day in New York City and2023, management participated in a number of investor conferences, roadshows meetings at our corporate office, and telephonic discussions with investors.meetings. These meetings occurred both in the United States and in Europe and were attended by various members of the Company’s senior management, including our Chief Executive Officer, Chief Financial Officer, Treasurer,Executive Vice Presidents, and/or senior members of our business unit 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 20172023 Annual Meeting, overnearly 96% of the Company’s voting shareholders showed their strong support by voting to approve the compensation of the Company’s named executive officers.
20

TABLE OF CONTENTS

Code of Business Conduct and Ethics

and Supplier Code of Business Conduct and Ethics

The Company has also adopted (i) a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and (ii) a Code of Business Conduct and Ethics for Directors, Officers and Employees. Both Codesa Supplier Code of Business Conduct and Ethics, which are posted on the Company’s website, www.ugicorp.com under Investor Relations – Corporate Governance. All(see “Company — Leadership and Governance — Governance Documents”). UGI’s Code of these documents are also available freeBusiness Conduct and Ethics expresses our commitment to integrity. It summarizes our expectations and standards for ethical behavior and helps us navigate an increasingly complex world. Our Code of charge by writingBusiness Conduct and Ethics applies to the Treasurerall employees of UGI Corporation at P.O. Box 858, Valley Forge, PA 19482.

and its subsidiaries, as well as our Board of Directors and Company officers. We also expect our third-party consultants, contractors, vendors, and service providers to live up to the expectations outlined in our Supplier Code of Business Conduct and Ethics.

Compensation Committee Interlocks and Insider Participation

The current

During Fiscal 2023, Messrs. Longhi, Marrazzo (Chair), and Stallings (until March 2023), and Ms. Miller served as members of the Compensation and Management Development Committee are Mrs. Pol and Messrs. Hermance and Vincent. Ernest E. Jones, a former director until his retirement in January 2017, was a member of the Compensation and Management Development Committee during a portion of Fiscal 2017.Committee. None of the members is acurrent or former members: (i) were former or current officerofficers or employeeemployees of the Company or any of its subsidiaries, or is an(ii) were executive officerofficers of another company where an executive officer of UGI Corporation iswas a director.

director, or (iii) had any relationship requiring disclosure under Item 404 of Regulation S-K.

Further, none of our executive officers served as a member of a compensation committee or board of directors of any other entity of which any member of our Board was an executive officer.
Communications with the Board

You may contact the Board of Directors, an individual independent Director, or the independent Directors as a group, by writing to them c/o Corporate Secretary, UGI Corporation, P.O. Box 858, Valley Forge, PA 19482. These contact

500 North Gulph Road, King of Prussia, Pennsylvania 19406.

instructions have been posted on the Company’s website at www.ugicorp.com under Investor Relations – Corporate Governance.

Any communications directed to the Board, of Directors, an individual independent Director, or the independent 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 independent Director, or the independent Directors as a group are initially reviewed by the Corporate Secretary. In the event the Corporate Secretary has any question as to whether the Directors 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,Director, or to selected directors,Directors, depending on the content of the communication.

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.
21

TABLE OF CONTENTS

  COMPENSATION OF DIRECTORS
DETERMINATION OF NON-EMPLOYEE DIRECTOR COMPENSATION
Our Board of Directors plays a critical role to guide our strategic direction and create and sustain long-term value for our shareholders, with intense focus on corporate governance best practices. In order to attract and retain highly qualified, skilled, diverse and experienced public company directors to effectively guide the Company and address the risks and responsibilities associated with a company of size and complexity similar to UGI, it is necessary to provide a competitive director compensation program. Our non-employee Directors are compensated based upon their service as a Director as well as their respective roles on Board Committees. Our employee Directors receive no separate compensation for their service as Directors.
Our director compensation is overseen by the Corporate Governance Committee, which makes recommendations to our Board of Directors on the structure of our non-employee director compensation program and the appropriate amount of compensation. Our Board of Directors is responsible for approval of our non-employee director compensation program and the compensation paid to our non-employee Directors. In establishing director compensation, our Corporate Governance Committee and our Board of Directors rely on market comparables and assess the vital strategic skills and qualifications of the Board to fulfill our Company’s short- and long-term goals.
The Corporate Governance Committee retained Pay Governance as its independent compensation consultant to assist with the review of our non-employee director compensation and incentive programs for Fiscal 2023. In connection therewith, Committee member and chair retainers, the number of Board and Committee meetings, stock-based compensation, share ownership requirements and total cash and equity compensation were reviewed.
For our non-employee Directors, other than our Board Chair, we referenced market data provided to us by Pay Governance that compared our non-employee director compensation to similarly-sized companies in the General Industry (weighted 75%) and Energy Services (weighted 25%) sectors. This methodology is consistent with the methodology used to benchmark the compensation of our named executive officers. We seek to position our non-employee director compensation (other than the Board Chair) within 10% of the median total compensation of the directors included in the databases referenced by Pay Governance. See COMPENSATION DISCUSSION AND ANALYSIS – Determination of Competitive Compensation for additional information on the methodology used to benchmark the compensation of our named executive officers.
DETERMINATION OF BOARD CHAIR COMPENSATION
As discussed in greater detail below, the Corporate Governance Committee and Board of Directors (with the Board Chair recusing himself from discussions and decisions regarding incremental Chair compensation) rely on market data as well as a number of other factors in determining independent Chair compensation. The size and complexity of the Company’s business, including that we operate domestic and international LPG businesses, a domestic natural gas and electric utility business, and domestic and international midstream businesses, drives the need for our Board Chair to dedicate a significant amount of time to Company-related matters. In addition, we believe that our Board Chair’s duties and responsibilities are significantly more strategic and expansive than those of a typical board chair.
Our Board of Directors considers it to be a best practice from a corporate governance standpoint to have an independent chair of the board of directors. Because a significant majority of the companies included in the Energy Services Database have an executive chair of their board of directors rather than an independent chair, as independence is defined under New York Stock Exchange rules, we do not believe that sufficient comparable data exists to appropriately determine compensation for UGI’s independent Chair using the methodology applied to our director compensation generally. As a result, for Fiscal 2022 UGI Board Chair compensation, Pay Governance referenced a comparator group selected from the General Industry Database based on: (i) a combination of median revenue and market capitalization similar to those of the Company and (ii) a representation of a variety of industries that reflect a cross-section of operations that are reflective of the Company’s complexity. Since the Corporate Governance Committee did not consider changing Chair Compensation for Fiscal 2023, an updated analysis with respect to Chair compensation was not requested from Pay Governance.
22

TABLE OF CONTENTS

Consistent with the aforementioned methodology, the following comparator group (with similar median revenue and market capitalization as UGI for the same period reviewed) was referenced for purposes of determining the Fiscal 2022 compensation of our Board Chair (again, there was no change in Chair compensation for Fiscal 2023):
Alliance Data System
​​
Encompass Health
​​
Reliance Steel
American Water Works
​​
Hanesbrand Inc.
​​
Stanley Black & Decker
Big Lots, Inc.
​​
Hawaiian Electric
​​
The AES Corporation
Campbell Soup
​​
Invesco Ltd.
​​
The Chemours Company
CDK Global, Inc.
​​
Lincoln National
​​
The Williams Cos.
Conagra Brands, Inc.
​​
NiSource Inc.
​​
Tractor Supply
Crane Co.
​​
Nordstrom, Inc.
​​
Unum
Discover Financial
​​
NRG Energy, Inc.
​​
Dover Corporation
​​
Perrigo Company plc
​​
In addition to referencing the above general industry comparator group, the Corporate Governance Committee and Board of Directors (with the Board Chair recusing himself from the discussion and decision regarding incremental Chair compensation) considered a number of other factors in determining the compensation for the Board’s independent Chair within a range of 10% of the $440,000 Fiscal 2022 median total compensation of the comparator group. These factors include the significant time commitment spent by the Board Chair on Company-related matters in light of the size and complexity of the Company’s business, including domestic and international LPG businesses, a domestic natural gas and electric utility business, and domestic and international midstream businesses. Furthermore, UGI’s Board Chair role involves a variety of significant strategic responsibilities that drive value for our shareholders, including merger and acquisition activities, business transformation projects, capital project investment reviews, chief executive officer succession planning, regular discussions with management regarding the Company’s strategic direction and communications, and direct engagement with the Company’s investors. We view the role of UGI’s Board Chair as a highly strategic role with duties and responsibilities over and above traditional Chair activities, which would include chairing meetings, setting meeting agendas and facilitating discussions with other directors on the board in between meetings.
ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION
For Fiscal 2023, our non-employee director compensation program consisted of: (i) annual cash retainers for Board service and for service as the chair or member of one of the standing Board Committees and (ii) long-term equity awards granted on an annual basis to non-employee Directors immediately following the Company’s Annual Meeting of Shareholders, or following their initial appointment to the Board for new directors. Our non-employee Directors did not receive any Board or Committee meeting fees in Fiscal 2023 and Mr. Longhi will not receive an annual cash retainer or long-term equity award for Board or Committee service during the time that he serves as the Company’s Interim President and Chief Executive Officer.
23

TABLE OF CONTENTS

Annual cash retainers
In Fiscal 2023, the Company paid its non-employee Directors an annual base retainer of $102,500 for Board service and paid an additional annual retainer of $12,500 to members of the Audit Committee, other than the chair of the Committee. The Company also paid an annual retainer to the chair of each of the Committees, other than the Executive Committee, as follows:
Audit Committee Chair
​​
$25,000
Compensation and Management Development Committee Chair
​​
$20,000
Safety, Environmental and Regulatory Compliance Committee Chair
​​
$15,000
Corporate Governance Committee Chair
​​
$15,000
Pension Committee Chair
​​
$15,000
In addition, the Company paid Mr. Hermance an additional cash retainer of $68,500 for his service as independent Chair for Fiscal 2023.
Annual Long-Term Equity Awards
Each non-employee Director continuing to serve as a Director after the adjournment of the 2023 Annual Meeting of Shareholders received long-term equity grants consisting of 2,600 UGI stock units and 5,670 UGI stock options. Mr. Hermance received an additional 2,040 UGI stock units and 4,450 UGI stock options in Fiscal 2023 for his service as Chair of the Board. Our philosophy is to pay a higher percentage of total compensation in equity, rather than cash, to more closely align the interests of our non-employee Directors with those of our shareholders. In addition, all non-employee Directors are required to own Company common stock, together with stock units, in an aggregate amount equal to five times the Director’s base annual cash retainer. As of September 30, 2023, Mr. Hermance, the Chair of our Board, owned 465,000 shares of UGI common stock and 56,011 UGI stock units, which equated to a value of $11,983,253 (more than 25 times Mr. Hermance’s total compensation for Fiscal 2023).
The UGI stock units and stock options were granted under the UGI Corporation 2021 Incentive Award Plan (the “2021 Plan”). Each stock unit represents the right to receive a share of stock and dividend equivalents when the Director ends his or her service on the Board. Stock units earn dividend equivalents on each record date for the payment of a dividend by the Company on its shares. Accrued dividend equivalents are converted to additional stock units annually, on the last date of the calendar year, based on the closing stock price for the Company’s shares on the last trading day of the year. All stock units and dividend equivalents are fully vested when credited to the Director’s account. Account balances become payable 65% in shares and 35% in cash, based on the value of a share, upon retirement or termination of service, unless a deferral election to defer payout of the stock units was made pursuant to the UGI Corporation 2009 Deferral Plan. In the case of a change in control of the Company, the stock units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control.
For UGI stock options, the option exercise price is not less than 100% of the fair market value of the common stock on the effective date of the grant. 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, death or retirement. 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 the 12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, as defined in the 2021 Plan, the option remains exercisable through its original expiration date.
24

TABLE OF CONTENTS

DIRECTOR COMPENSATION TABLE
The table below shows the components of director compensation for Fiscal 2017. 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.

Director Compensation Table – Fiscal 2017 
Name   

Fees

Earned

or Paid

in Cash

($)(1)

 

 

 

 

 

   

Stock

Awards

($)(2)

 

 

 

   

Option

Awards

($)(3)

 

 

 

   

Non-Equity

Incentive

Plan

Compensation ($)

 

 

 

 

   

Change in

Pension Value

And

Nonqualified

Deferred

Compensation

Earnings ($)(4)

 

 

 

 

 

 

 

   

All

Other

Compensation

($)

 

 

 

 

   

Total

($)

 

 

(a)  (b)   (c)   (d)   (e)   (f)   (g)   (h) 

M. S. Bort

   100,000    170,567    68,436    0    0    0    339,003 

T. A. Dosch

   14,904    76,020    37,215    0    0    0    128,139 

R. W. Gochnauer

   90,000    161,899    68,436    0    0    0    320,335 

F. S. Hermance

   90,000    159,778    68,436    0    0    0    318,214 

E. E. Jones

   25,260    66,475    0    0    2,399    0    94,134 

A. Pol

   95,000    263,049    68,436    0    1,559    0    428,044 

M. O. Schlanger

   290,000    341,451    117,102    0    0    0    748,553 

J. B. Stallings, Jr.

   90,000    142,643    68,436    0    0    0    301,079 

R. B. Vincent

   90,000    184,553    68,436    0    0    0    342,989 

2023.
Director Compensation Table – Fiscal 2023
Name
​​
Fees
Earned
or Paid
in Cash
($) (1)
​​
Stock
Awards
($) (2)
​​
Option
Awards
($) (3)
​​
Non-Equity
Incentive
Plan
Compensation ($)
​​
Change in
Pension Value
And Nonqualified
Deferred
Compensation
Earnings
($)
​​
All
Other Compensation
($)
​​
Total
($)
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
M. S. Bort
​​
127,500
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
282,603
T. A. Dosch
​​
130,000
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
285,103
A. N. Harris
​​
117,500
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
272,603
F. S. Hermance
​​
186,000
​​
184,718
​​
92,092
​​
0
​​
0
​​
0
​​
462,810
M. Longhi
​​
102,500
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
257,603
W. J. Marrazzo
​​
102,500
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
257,603
C. Miller
​​
102,500
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
257,603
K. A. Romano
​​
115,000
​​
103,506
​​
51,597
​​
0
​​
0
​​
0
​​
270,103
S. Seage
​​
3,379
​​
0
​​
0
​​
0
​​
0
​​
0
​​
3,379
J. B. Stallings, Jr.
​​
61,250
​​
103,506
​​
51,597
​​
0
​​
0
​​
108,870
​​
325,223
J. L. Walsh
​​
33,313
​​
0
​​
0
​​
0
​​
0
​​
3,278
​​
36,591
(1)

Annual Retainers. Retainers. In Fiscal 2017,2023, the Company paid itsnon-management Directors an annual cash retainer of $80,000$102,500 for Board service and paid an additional annual cash retainer of $10,000$12,500 to members of the Audit Committee, other than the chairperson.chair of the Committee. The Company also paid an annual retainer to the chairpersonchair of each of the Committees, other than the Executive Committee, as follows: Audit, $20,000;$25,000; Compensation and Management Development, $15,000;$20,000; Corporate Governance, $10,000; and$15,000; Safety, Environmental and Regulatory Compliance, $10,000.$15,000; and the Pension Committee, $15,000. In addition, the Company paid Mr. Schlanger received an annual retainer of $280,000Hermance $68,500 for his service as independent Chairman.Chair of the Board for Fiscal 2023. The Company pays no meeting attendance fees. Messrs. Dosch and Jones received compensation that waspro-rated based on their respective service on the Board of Directors during Fiscal 2017.

(2)

Stock Awards. All Directors named above, excluding Messrs. Schlanger, DoschHermance, Seage and Jones,Walsh, received 3,0002,600 stock units in Fiscal 20172023 as part of their annual compensation. Mr. SchlangerHermance received 5,1004,640 stock units in Fiscal 20172023 for his service asNon-Executive Chairman. Chair of the Board. Mr. DoschWalsh received 1,500no stock units upondue to his election to the Board of Directors on July 25, 2017. Mr. Jones received dividend equivalents upon his retirement and departure from the Board of Directors.on January 27, 2023. Mr. Seage was elected as a Director on September 18, 2023 and will receive a prorated award for his 2023 service as Director in Fiscal 2024. The stock units were granted under the UGI Corporation 2013 Omnibus Incentive Compensation Plan (the “2013 Plan”).2021 Plan. Each stock

unit represents the right to receive a share of stock and dividend equivalents when the Director ends his or her service on the Board. Stock units earn dividend equivalents on each record date for the payment of a dividend by the Company on its shares. Accrued dividend equivalents are converted to additional stock units annually, on the last daydate of the calendar year, based on the closing stock price offor the Company’s shares on the last trading day of the year. All stock units and dividend equivalents are fully vested when credited to the Director’s account. Account balances become payable 65 percent65% in shares and 35 percent35% in cash, based on the value of a share, upon retirement or termination of service.service, unless a deferral election to defer payout of the stock units was made pursuant to the UGI Corporation 2009 Deferral Plan. In the case of a change in control of the Company, the stock units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control. The amounts shown in column (c) above represent the fair value of the awards of stock units on the date of grant. The assumptions used in the calculation of the amounts shown are included in Note 2 and Note 1314 to our audited consolidated financial statements for Fiscal 2017,2023, which are included in our Annual Report on Form10-K for the fiscal year ended September 30, 2017.Fiscal 2023. The dollar value shown in column (c) above reflects each Director’s annual award, as well as the accumulation of stock units credited upon the conversion of dividend equivalents.award. The grant date fair value of (i) each Director’s annual award of 3,0002,600 stock units was $138,930,$103,506, and (ii) Mr. Schlanger’sHermance’s annual award of 5,1004,640 stock units was $236,181. The grant date fair value of Mr. Dosch’s annual award of 1,500 stock units was $76,020. The grant date fair value of the stock units credited upon the conversion of dividend equivalents to stock units in Fiscal 2017 was as follows: Ms. Bort, $31,637; Mr. Gochnauer, $22,969; Mr. Hermance, $20,848; Mr. Jones, $66,475; Mrs. Pol, $124,119; Mr. Schlanger, $105,270; Mr. Stallings, $3,713; and Mr. Vincent, $45,623.$184,718. For the number of stock units credited to each Director’s account as of September 30, 2017,2023, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS—Beneficial Ownership of Directors, Nominees and Named Executive Officers, pages 57-58.

OFFICERS, page 64.
25

TABLE OF CONTENTS

(3)

Stock Options. Options. Allnon-management non-employee Directors, excluding Messrs. SchlangerHermance, Seage and Dosch,Walsh, received 9,0005,670 stock options in Fiscal 20172023 as part of their annual compensation. Mr. SchlangerHermance received 15,40010,120 stock options in Fiscal 20172023 for his service asNon-Executive Chairman. Chair of the Board. Mr. DoschWalsh received 4,500 stockno options as part ofdue to his annual compensation upon his election toretirement and departure from the Board of Directors on July 25, 2017.January 27, 2023. Mr. Seage was elected as a Director on September 18, 2023 and will receive a prorated award for his 2023 service as Director in Fiscal 2024. The options were granted under the 20132021 Plan. The option exercise price is not less than 100 percent100% 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.grant. 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, death or death.retirement. 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 20132021 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 20172023 award. For the number of stock options held by each Director as of September 30, 2017,2023, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS—Beneficial Ownership of Directors, Nominees and Named Executive Officers – Exercisable Options for UGI Common Stock, pages 57-58.

OFFICERS, page 64.

(4)

All other Compensation. In Fiscal 2023, the Company paid the distribution of stock unit accounts to its non-management Directors, Messrs. Stallings and Walsh, due to their departures from the Board. The amounts showndistribution of the account was paid 65% in whole shares and 35% in cash. In past years, the value of the annual stock awards has been reported in the proxy in this table in column (f) represent above-market earnings(c). However, the dividend equivalents on deferred compensation. Earnings on deferred compensationthe accumulated annual shares are considered above-market toonly reported when they are distributed; the extent that the rate of interest exceeds 120 percentvalues of the applicable federal long-term rate. For purposes of the Director Compensation Table, the market rate on deferred compensation most analogous to the rate at the time the interest rate is set under the deferred compensation plandividend equivalents not already reported were $108,870 and $3,278 and for Fiscal 2017 was 2.72 percent, which is 120 percent of the federal long-term rate for December 2016.

Messrs. Stallings and Walsh, respectively.

Stock Ownership Guidelines and Equity Plan Limits for Independent Directors: STOCK OWNERSHIP GUIDELINES AND EQUITY PLAN LIMITS FOR INDEPENDENT
DIRECTORS
All independent directorsDirectors are required to own Company common stock, together with stock units, in an aggregate amount equal to five times the Directors’Director’s base 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 Directorsdirectors with the relevant skills and attributes desired in director candidates.

  POLICY FOR APPROVAL OF RELATED PERSON TRANSACTIONS

The Board of Directors has adopted a written policy 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,Corporate Secretary, 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.
26

TABLE OF CONTENTS

  REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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 2017.2023. 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. 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 2023. In August 2014, the fiscal year ended September 30, 2017.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 the year ending September 30, 2017,Fiscal 2023, 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. EY’s audit report appears in our Annual Report on Form10-K for the fiscal year ended September 30, 2017.Fiscal 2023. The Committee is responsible for the audit fee negotiations associated with the retention of EY.

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, 2017Fiscal 2023 for filing with the SEC.

Audit Committee

M. Shawn Bort, Chair
Theodore A. Dosch
Kelly A. Romano
27

TABLE OF CONTENTS

Richard W. Gochnauer

James B. Stallings, Jr.

OUR INDEPENDENT REGISTEREDREGISTERED PUBLIC ACCOUNTING FIRM

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 the 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 20172023 and 2016,2022, were as follows:

   2017   2016 

Audit Fees(1)

  $ 7,497,654   $ 8,770,718 

Audit-Related Fees(2)

  $714,328   $116,940 

Tax Fees(3)

  $85,119   $62,894 

All Other Fees(4)

  $272,128   $10,000 
  

 

 

   

 

 

 

Total Fees for Services Provided

  $8,569,229   $8,960,552 

 
​​
2023
​​
2022
Audit Fees(1)
​​
$8,397,000
​​
$8,400,000
Audit-Related Fees(2)
​​
$278,000
​​
$172,000
Tax Fees(3)
​​
$29,000
​​
$70,000
All Other Fees(4)
​​
$10,000
​​
$10,000
Total Fees for Services Provided
​​
$8,714,000
​​
$8,652,000
(1)

Audit Fees for Fiscal 20172023 and Fiscal 20162022 were for audit services, including (i) the annual audit of the consolidated financial statements of the Company, (ii) statutory audits, (iii) review of the interim financial statements included in the Company’s Quarterly Reports on Form10-Q of the Company, AmeriGas Partners, L.P. and UGI Utilities, Inc., and (iv) services that only the independent registered public accounting firm can reasonably be expected to provide, including the issuance of comfort letters.

(2)

Audit-Related Fees for Fiscal 20172023 and Fiscal 2016 were related2022 relate to audits of subsidiary financial statements and debt compliance letters, andpre-system implementation.

other attest services related to financial reporting not required by statute or regulation.
(3)

Tax Fees for Fiscal 20172023 and 2016Fiscal 2022 were for tax compliance andor advisory services at the Company and the Company’s international subsidiaries.

(4)

All Other Fees for Fiscal 20172023 and Fiscal 20162022 were for software license fees and services provided for the implementation of ASC 606.

fees.

  REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT
COMMITTEE OF THE BOARD OF DIRECTORS

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement.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, 20172023 and the Company’s proxy statementProxy Statement for the 20182024 Annual Meeting of Shareholders.

Compensation and Management


Development Committee

Anne Pol,

William J. Marrazzo, Chair

Frank S. Hermance

Roger B. Vincent


Mario Longhi
Cindy J. Miller
Notwithstanding anything to the contrary, the reports of the Audit Committee and 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.
28

TABLE OF CONTENTS

  COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to the following executive officers: John L. Walsh,Roger Perreault, our former President and Chief Executive Officer; Kirk R. Oliver,Sean P. O’Brien, our Chief Financial Officer since April 11, 2023; Robert F. Beard, our Chief Operations Officer; Jerry E. Sheridan, President andJohn Koerwer, our Chief Executive Officer of AmeriGas Propane, Inc. (“AmeriGas Propane”); Roger Perreault, President of UGI International, LLC (“UGI International”);Information Officer; Judy A. Zagorski, our Chief Human Resources Officer; Ted J. Jastrzebski, our former Chief Financial Officer; and Monica M. Gaudiosi, our former Vice President, General Counsel and Secretary. We refer to these executive officers as our “named executive officers” for Fiscal 2017.

2023.

Compensation decisions for Mr. WalshPerreault were made by the independent members of our Board of Directors after receiving the recommendations of its Compensation and Management Development Committee (the “Committee”), while compensation decisions for Messrs. OliverO’Brien, Beard, Jastrzebski and PerreaultKoerwer and Ms.Mses. Gaudiosi and Zagorski were made by the Compensation and Management Development Committee. Compensation decisions for Mr. Sheridan 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. For ease of understanding, we will use the term “we” to refer to UGI Corporation, UGI International, LLC (“UGI International”), Utilities, 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,Energy Services, LLC (“Energy Services”) in the relevant compensation discussions, unless the context indicates otherwise.

Effective December 12, 2023, Mr. Perreault ceased to serve as President and Chief Executive Officer of the Company and as a member of the Board. In connection with Mr. Perreault’s departure, the Board appointed Mr. Longhi as Interim President and Chief Executive Officer. Mr. Jastrzebski and Ms. Gaudiosi retired from the Company on June 2, 2023 and July 14, 2023, respectively.
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 20172023 reflects solidthe Company’s performance by the Company during Fiscal 2017 as well as the Company’s outstanding returns to its shareholders.

2023.
•

Overview of Performance

The following are some of the Company’s Fiscal 2017 highlights:

•

Reported Fiscal 20172023 diluted earnings per share of $2.46$(7.16) and adjusted diluted earnings per share1 (“Adjusted EPS”) of $2.29 were new earnings records for the Company.

$2.84.

The Board of Directors increased the Company’s annual dividend rate by approximately 5.3% (30th4.2% (the 36th consecutive year of annual dividend increases).

In Fiscal 2023, the Company committed over $500 million to renewable energy projects and completed construction of two previously-announced RNG projects in New York.
The Company continued to make significant progress on its environmental, social and governance (“ESG”) initiatives, including through (i) its commitment to invest in renewal energy solutions, (ii) its reduction in emissions, including its commitment to reduce Scope I emissions by 55% by 2025 and to reduce methane emissions by 92% by 2030 and 95% by 2040, and (iii) its continued commitment to the Company’s Belonging, Inclusion, Diversity and Equity (“BIDE”) initiative.
1
UGI Corporation’s Fiscal 2023 diluted earnings per share were adjusted to exclude (i) the impact of changes in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions ($5.90 loss per diluted share), (ii) impairment of AmeriGas Propane goodwill ($3.14 per diluted share), (iii) disposal of UGI International energy marketing businesses ($.86 loss per diluted share), (iv) AmeriGas Propane operations enhancement for growth project ($.09 loss per diluted share), (v) debt extinguishment ($.03 loss per diluted share), (vi) business transformation expenses ($.03 loss per diluted share) and (vii) sale of the Company’s headquarters building ($.05 gain per diluted share).
29

TABLE OF CONTENTS

Significant progress was

The Company made on growth projectsnotable advancements in its BIDE initiative during Fiscal 2017,2023, including expansionan increase in diverse supplier spending of the Company’s geographic footprint4.7% over Fiscal 2022.
The Company divested of its non-core energy marketing businesses in Europe, expansion of the Company’s liquefied natural gas liquefaction capacity and completion of the Sunbury Pipeline project in central Pennsylvania.

1 UGI Corporation’s Fiscal 2017 earnings per share is adjusted to exclude (i) the impact of changesUnited Kingdom and Belgium in unrealized gainsFiscal 2023 and losses(ii) France 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) ($0.21 per diluted share), (ii) integration expenses associated with the Finagaz acquisition in France ($0.15 per diluted share), (iii) losses on extinguishments of debt ($0.05 per diluted share), and (iv) the positive impact on net deferred tax liabilities from a change in French corporate income tax rate ($0.16 per diluted share).

October 1, 2024.

•

Fiscal 20172023 Components

The following chart summarizes the principal elements of our Fiscal 20172023 executive compensation program. We describe these elements, as well as retirement, severanceseparation and other benefits, in more detail later in this Compensation Discussion and Analysis.
30

TABLE OF CONTENTS

Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2017

2023
Component
​​
Principal Objectives
​​
Fiscal 2023 Compensation Actions
​​
For More Information
Component
​Principal Objectives​Fiscal 2017 Compensation Actions
Base Components
Base Components

Salary

VARIABLE PAY
​​
Salary
​​
Compensate executive as appropriate for his or herexecutive’s position, experience and responsibilities based on market data.
​​
Merit salary increases ranged from 1.5%4.5% to 3.5%.6.0% for all named executive officers.
​​
Page 37
Annual Bonus Awards​
Annual
Bonus
Awards
​​
Motivate executive to focus on achievement of our annual business objectives.
​​
Target incentives ranged from 65%60% to 125% of salary. Actual bonus payouts to our named executive officers ranged from 0%80% to 111%87% of target, primarily based on achievement of financial, safety, and diversity & inclusion goals.
​​
Page 38
Cash Bonus (Discretionary bonus to Mr. Sheridan)​Recognize progress made on key operational and organizational initiatives during Fiscal 2017 in spite of a second consecutive winter with weather that was significantly warmer-than-normal throughout the United States, reward management of AmeriGas Propane for their exemplary response to the natural disasters of Fiscal 2017, including Hurricanes Harvey and Irma and the California wildfires and motivate and retain management.Mr. Sheridan received $31,250.
Long-Term Incentive Awards
Stock Options​
Stock
Options
​​
Align executive interests with shareholder interests; create a strong financial incentive for achieving or exceeding long-term performance goals, as the value of stock options is a function of the price of our stock.
​​
The number of shares underlying option awards ranged from 50,000157,130 shares to 270,00013,490 shares.
​​
Page 40

​

Performance Units

(UGI Corporation)

​​
Align executive interests with shareholder interests; create a strong financial incentive for achieving long-term performance goals by encouraging total Company shareholder return that compares favorably to other utility-based companies.a peer group and achieving a long-term earnings per share target.
​​
The number of UGI performance units awarded in Fiscal 20172023 ranged from 8,50092,400 to 38,000. Performance7,930. Approximately 50% of performance units (payablegranted in Fiscal 2023 (on a dollar value basis) are payable in UGI Corporation common stock other than for Mr. Sheridan)and will be earned based on total shareholder return (“TSR”) of Company stock relative to entities in an industry indexa custom TSR peer group (the “UGI Performance Peer Group”) over a three-year period. The remaining 50% of performance units granted in Fiscal 2023 (on a dollar value basis) are payable in UGI Corporation common stock and will be earned based on achievement of a target Adjusted EPS for the two-year performance period from October 1, 2022 to September 30, 2024 and subject to an additional one-year time-based vesting period ending September 30, 2025. For Fiscal 2024, all performance units will have three-year performance periods.
​​
Page 40

Performance​

Restricted Stock Units

(AmeriGas Partners)

​​
Align executive interests with unitholder interests;shareholder interests and enhance the retentive element of our compensation program while deterring excessive risk taking; create a strong financial incentive for achieving or exceeding long-term performance goals, by encouraging total AmeriGas unitholder return that compares favorablyas the value of restricted stock units, subject solely to other energy master limited partnerships and its two propane peer companies; further align Mr. Sheridan’s long-term compensation with strategic goals and objectives relatedtime-based vesting, is a function of the price of our stock.
​​
The number of shares underlying UGI restricted stock unit awards ranged from 35,830 shares to customer gain/loss performance.3,080 shares.
​A portion of Mr. Sheridan’s performance units (payable in AmeriGas Partners common units) will be earned based on total unitholder return (“TUR”) relative to master limited partnerships in the Alerian MLP Index, modified by AmeriGas Partners’ TUR performance as compared to the other two propane distribution companies in the Alerian MLP Index, over a three-year period. The remaining portion of Mr. Sheridan’s performance units (payable in AmeriGas Partners common units) will be subject to achievement of a customer gain/loss metric.​
Page 40
31

TABLE OF CONTENTS

•
ComponentPrincipal ObjectivesFiscal 2017 Compensation Actions
Long-Term Incentive Awards
Restricted Units (Discretionary award to Mr. Sheridan)Recognize progress made on key operational and organizational initiatives during Fiscal 2017 in spite of a second consecutive winter with weather that was significantly warmer-than-normal throughout the United States, reward management of AmeriGas Propane for their exemplary response to the natural disasters of Fiscal 2017, including Hurricanes Harvey and Irma and the California wildfires and motivate and retain management.Mr. Sheridan will receive 2,106 AmeriGas Partners restricted units with a grant date of November 24, 2017 and a vesting date one year from date of grant, provided he is an employee as of the vesting date.

•

Link Between Our Financial Performance and Executive Compensation

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 annual bonuses, stock options and performance units, have effectively linked our executives’ compensation to our financial performance. For Fiscal 2023, the Committee added a second performance unit metric, Adjusted EPS, and increased the percentage of performance units awarded to our named executive officers under the Company’s long-term incentive compensation plan from 50% of the total target long-term incentive award to 60% of the total target long-term incentive award. The Committee recognizes the criticality of Adjusted EPS and determined to include Adjusted EPS as a financial metric in both the short-term and long-term incentive compensation plans for Fiscal 2023. The following charts set forth the Company’s Adjusted EPS performance from Fiscal 20152021 through Fiscal 20172023 as well as the Company’s three-year stock performance compared to the (i) S&P Utilities Index and the Russell MidCap Utilities Index (exclusive of telecommunications companies) (“Adjusted Russell MidCap Utilities Index”),(ii) UGI Performance Peer Group, which is the peer group referenced by the Committee for purposes of the Company’s long-term compensation plan.

LOGOLOGO

To

graphic
The Summary Compensation Table reflects the grant-date fair value for equity awards, as required. However, we believe that a better illustrateassessment of amounts earned through equity awards can be made by considering our executives’ realizable pay. UGI Corporation performance unit awards resulted in no payout for the UGI Corporation performance unit awards cycle ended December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. In addition, the current cycle scheduled to end December 31, 2023 is tracking towards no payout. Further, all outstanding stock option awards were “underwater” as of September 30, 2023, meaning that the exercise price for those option awards was higher than the market price of UGI Corporation common stock on that date. As an example, Mr. Perreault’s realized pay of $2,009,750 (consisting of Mr. Perreault’s base salary and bonus) for Fiscal 2023 was approximately 20% of his total direct performance-basedtarget compensation paid or awarded to Mr. Walsh in Fiscal 2017, 2016 and 2015, the following table is providedopportunity of $9,967,435 as supplemental information. A comparable illustration would apply to our other named executive officers. The information in the supplemental table below differs from the informationdisclosed in the Summary Compensation Table in several ways. Specifically, the table below omits the columns captioned “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” because these amounts areTable. Mr. Perreault did 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 2017) three-year long-termreceive a performance unit payouts during the period clearly demonstrate shareholder returns for the Company that arepayout in excess of the returns of most companies includedFiscal 2023 and did not exercise any “in-the-money” stock options in the Company’s peer group. Similarly, the amount Mr. Walsh received asnon-equity incentive compensation

under the Company’s annual bonus plan is directly linked to the Company’s annual financial performance in each of Fiscal 2017, 2016 and 2015, as more clearly illustrated in Short-Term Incentives – Annual Bonuses below.

Fiscal Year

  Salary     Non-Equity
Incentive
Compensation		     Performance
Unit Payout(1)		  Intrinsic Value
of Stock
Options in
Fiscal 2017
(Valued  at
9/30/17)		     Total Direct
Compensation		 

2017

  $1,173,380     $ 1,308,319     $ 2,321,689 (2)  $210,600     $5,013,988 

2016

  $1,133,704     $1,159,212     $5,806,080 (3)  $ 4,323,000     $12,421,996 

2015

  $1,079,728     $1,604,745     $4,840,440 (4)  $2,717,280     $10,242,193 

(1)

Payout calculated for three-year performance periods based on calendar years, not fiscal years.

(2)

Estimated based on performance through October 31, 2017 for the 2015-2017 performance period based on the Company’s current rank equal to the 53rd percentile compared to its peer group.

(3)

Actual payout for the 2014-2016 performance period based on the Company’s rank equal to the 91st percentile compared to its peer group.

(4)

Actual payout for the 2013-2015 performance period based on the Company’s rank equal to the 88th percentile compared to its peer group.

2023.

Short-Term Incentives — Annual Bonuses

Our annual bonuses are directly tied to key financial metrics for each executive. For Messrs. Walshas well as safety performance and Oliver 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 theafter-tax impact of changes in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions at UGI International, integration expenses associated with the Finagaz acquisition in France, losses on extinguishments of debt and the impact on net deferred tax liabilities from a change in French corporate income tax rate (“Adjusted EBIT”). Mr. Sheridan’s annual bonus is tied to AmeriGas Propane’s earnings before interest expense, income taxes, depreciation and amortization, adjusted for Fiscal 2017 to exclude changes in unrealized gains or losses on commodity derivative instruments not associated with current period transactions at AmeriGas Propane, losses on extinguishments of debt and an environmental accrual (“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 is then modified based on the achievement of a safety performancediversity and inclusion (“D&I”) goal.

Additional details on the components of the annual bonuses for our named executive officers are set forth in more detail in this Compensation Discussion and Analysis.

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. Similarly, when Adjusted EPS exceeds the targeted goal, the annual bonus percentage paid to a named executive officer exceeds 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’sfinancial metrics applied to the annual bonus payout and (ii) Adjusted EBITDA andfor Mr. Sheridan’s bonus payout. EachBeard. The Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS Adjusted EBIT and Adjusted EBITDAadjusted earnings before interest and taxes (“EBIT”) for extraordinary items or other events as the Committee deems
32

TABLE OF CONTENTS

appropriate, (ii) determine whether a participant has earned a bonus, and (ii)the amount of any such bonus earned, and (iii) increase or decrease the amount of an award determined to be payable under the bonus plan by up to 50 percent.50% based on a participant’s individual performance. See COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Bonus Awards, beginning on page 29.38. The following table demonstrates the strong link between Company financial performance and bonus payout percentages by illustrating that the Company’s Adjusted 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.

Fiscal Year  

UGI Corporation

Targeted Adjusted

EPS Range

   

UGI Corporation

Adjusted EPS for Bonus

   

% of Target Bonus

Paid

 

2017

   $2.30-$2.45   $2.25    89.2% 

2016

   $2.15-$2.30   $2.05    81.8% 

2015

   $1.88-$1.98   $2.02    118.9% 

Fiscal Year
​​
UGI Corporation
Targeted Adjusted
EPS Range
​​
UGI Corporation
Adjusted EPS for
Bonus
​​
Safety
Leverage(1)
​​
Diversity &
Inclusion
Goal(2)
​​
% of Target Bonus
Paid
2023
​​
$2.85-$3.15
​​
$2.84
​​
0%
​​
150%
​​
80.78%
2022
​​
$3.05-$3.25
​​
$2.90
​​
0%
​​
130%
​​
70.3%
2021
​​
$2.65-$2.95
​​
$2.96
​​
77.6%
​​
150%
​​
110.1%
(1)
The Company has a standalone safety performance goal as part of the Company’s and each of its business units’ annual bonus plans. Ten percent of the annual bonus opportunity in Fiscal 2023, Fiscal 2022 and Fiscal 2021 was tied to safety performance. The portion of the award tied to safety performance is not contingent on a payout under any other annual bonus component.
(2)
The Company has a standalone D&I performance goal as part of the Company’s commitment to D&I initiatives and support of the Company’s BIDE initiative. Ten percent of the annual bonus opportunity in Fiscal 2023, Fiscal 2022 and Fiscal 2021 was tied to this D&I goal. The portion of the award tied to D&I performance is not contingent on a payout under any other annual bonus component.
Long-Term Incentive Compensation

Our long-term incentive compensation program, principally comprised of stock options, restricted stock units, 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

For Fiscal 2023, stock options comprised 20% of the target long-term incentive award for our named executive officers. Stock options comprised 25% of the target long-term incentive award for named executive officers in Fiscal 2022. Stock option values reported in the Summary Compensation Table reflect the valuation methodology mandated by regulations established by the SEC, regulations, 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 2017 is less than the amounts set forth in column (f) of the Summary Compensation Table, while the fiscalyear-end intrinsic values of the options granted to our executives during2023, Fiscal 20162022 and Fiscal 2015 are more than the amounts set forth in column (f) of the Summary Compensation Table.2021 is zero. The table below illustrates the intrinsic value of the stock options granted to Mr. WalshPerreault in Fiscal 2017, 2016 and 2015, respectively.the last three fiscal years.
Fiscal Year
​​
Number of Shares
Underlying
Options Granted
to Mr. Perreault
​​
Summary
Compensation
Table Option
Awards Value
​​
Exercise
Price Per
Share
​​
Price Per
Share at
9/30/23
​​
Total Intrinsic
Value of
Options at
9/30/23
2023
​​
157,130
​​
$1,478,593
​​
$41.45
​​
$23.00
​​
$0.00
2022
​​
119,260
​​
$1,012,517
​​
$45.91
​​
$23.00
​​
$0.00
2021
​​
90,710
​​
$619,770
​​
$40.93(1)
​​
$23.00
​​
$0.00
(1)
This exercise price represents an average of the exercise prices for Mr. Perreault’s annual grant of UGI stock options and an additional grant in connection with his promotion to President and Chief Executive Officer in Fiscal 2021.
33

TABLE OF CONTENTS

Fiscal Year

  Number of Shares
Underlying
Options Granted
to Mr. Walsh		   Summary
Compensation
Table Option
Awards Value		   Exercise
Price Per
Share		   Price Per
Share at
9/30/17		   Total Intrinsic
Value of
Options at
9/30/17		 

2017

   270,000   $  2,041,200   $46.08    $    46.86    $     210,600 

2016

   330,000   $  1,581,030   $33.76    $    46.86    $  4,323,000 

2015

   306,000   $  1,705,338   $37.98    $    46.86    $  2,717,280 

Long-Term Incentives — Performance Units

In connection with the addition of a second performance unit metric for Fiscal 2023, the Committee increased the composition of the total target long-term incentive award for our named executive officers from 50% in Fiscal 2022 and Fiscal 2021 to 60% in Fiscal 2023. Performance units are valued upon grant date in accordance with SEC regulations, based on grant date fair value as determined under GAAP. Nevertheless, the actual number of shares or partnership units ultimately awarded, if any, is entirely dependent on achievement of the performance metrics associated with the performance unit grant. For Fiscal 2023, (i) 50% of the total value of performance units awarded to our named executive officers is tied to TSR onof UGI Corporation common stock relative to a competitive peer group, (or, in the case of Mr. Sheridan, TUR on AmeriGas Partners’ common units relative to a competitive peer group and achievement of a customer gain/loss goal), which will not be finally determined with respect to performance units granted in Fiscal 20172023 until the end of calendar year 2019.

2025 and (ii) 50% of the total value of performance units awarded to our named executive officers is tied to a predetermined Adjusted EPS goal for the two-year performance period ending September 30, 2024, subject to an additional one-year time vesting requirement ending on September 30, 2025.

The following table shows the correlation between (i) levels of UGI Corporation TSR and long-term incentive compensation paid in each of the previous four fiscal years, and (ii) the estimated payout in Fiscal 20182023 using October 31, 2017,September 30, 2023, instead of December 31, 2017,2023, as the end of the three-year performance period. The table also compares UGI Corporation’s TSR to the average shareholder return of the Company’s peer group. As of October 31, 2017, AmeriGas Partners’ TUR ranked 1stTSR for UGI Corporation is compared to companies in its peer group, resulting in an

estimated payout in Fiscal 2018 of 200 percent. AmeriGas Partners’ TUR ranked 3rd and 10th in its peer groupthe Adjusted Russell MidCap Utilities Index for the three-yearperformance periods ended December 31, 2016 and December 31, 2015, respectively, resultingthat began in a 200 percent payout during Fiscalcalendar years 2017 and a 162.5 percent payout during Fiscal 2016. AmeriGas Partners’ TURthrough 2020. TSR for UGI Corporation is compared to the UGI Performance Peer Group for performance periods beginning in the prior two fiscal years was below the threshold for payment.

Performance

Period (Calendar Year)

  

UGI Corporation

Total Shareholder Return

Ranking Relative to Peer

Group

  UGI
Corporation Total
Shareholder
Return (1)		  Total Average
Shareholder
Return of Peer
Group
(Excluding
UGI  Corporation)		   UGI
Corporation
Performance
Unit Payout as a
Percentage of
Target		 

2015 — 2017 (2)

 

  

16th out of 33 (53rd percentile)

 

  37.4%

 

   

 

32.2

 

% 

 

   

 

107.8

 

% 

 

2014 — 2016

 

  

4th out of 34 (91st percentile)

 

  78.7%

 

   

 

35.1

 

% 

 

   

 

200.0

 

% 

 

2013 — 2015

 

  

5th out of 36 (88th percentile)

 

  74.9%

 

   

 

38.5

 

% 

 

   

 

196.4

 

% 

 

2012 — 2014

 

  

2ndout of 39 (97th percentile)

 

  113.5%

 

   

 

55.9

 

% 

 

   

 

193.4

 

% 

 

2011 — 2013

 

  

20th out of 40 (50th percentile)

 

  46.8%

 

   

 

50.1

 

% 

 

   

 

100.0

 

% 

 

calendar year 2021.
Performance Period
(Calendar Year)
​​
UGI Corporation
Total Shareholder Return
Ranking Relative to
Peer Group
​​
UGI
Corporation Total
Shareholder
Return(1)
​​
Total Average
Shareholder
Return of Peer
Group
(Excluding
UGI Corporation)
​​
UGI
Corporation
Performance
Unit Payout as a
Percentage of
Target
2021 - 2023(2)
​​
17th out of 17 (0 percentile)
​​
(32.5%)
​​
52.0%
​​
0.0%
2020 - 2022
​​
31st out of 31 (0 percentile)
​​
(12.1%)
​​
11.4%
​​
0.0%
2019 - 2021
​​
29th out of 31 (6.7th percentile)
​​
(12.0)%
​​
23.2%
​​
0.0%
2018 - 2020
​​
29th out of 29 (0 percentile)
​​
(22.4)%
​​
21.9%
​​
0.0%
2017 - 2019
​​
27th out of 28 (4th percentile)
​​
9.18%
​​
58.6%
​​
0.0%
(1)

Calculated in accordance with the 2004UGI Corporation 2013 Omnibus EquityIncentive Compensation Plan (the “2004“2013 Plan”) or 2013 Plan, as applicable.

.

(2)

Estimated ranking and payout reflects the TSR of UGI Corporation for the 2015-20172021-2023 performance period through October 31, 2017.September 30, 2023. Actual payout will be determined based on performance through December 31, 2017.2023. It is important to note that the performance periods are based on calendar years, which do not conform to the Company’s fiscal years.

As noted below, beginning with performance

Long-Term Incentives — Restricted Stock Units
For Fiscal 2023, restricted stock units grantedcomprised 20% of the target long-term incentive award for our named executive officers. Performance Units comprised 25% of the target long-term incentive award for named executive officers for Fiscal 2022 and Fiscal 2021. Restricted stock units are time-based and generally cliff vest in Fiscal 2011, TSR for UGI Corporationthree years, subject to continued employment. The value of restricted stock units is compared to companies in the Adjusted Russell MidCap Utilities Index, rather than to companies in the S&P Utilities Index. In addition, TUR for AmeriGas Partners is comparedtied to the energy master limited partnershipsperformance of the market value of the Company’s common stock and limited liability companiesthe grant date value is calculated in accordance with the Alerian MLP Index. For Mr. Sheridan’s Fiscal 2017, 2016 and 2015 performance unit award, the Committee applied a second metric tied to AmeriGas Partners’ customer gain/loss performance. The Committee also added a modifier to the portion of Mr. Sheridan’s Fiscal 2017, Fiscal 2016 and Fiscal 2015 performance unit awards tied to AmeriGas Partners’ TUR performance compared to the Alerian MLP Index based on AmeriGas Partners’ performance compared to the other two retail propane distribution companies included in the Alerian MLP Index.

grant date accounting value.

The link between the Company’s financial performance and our executive compensation program is evident in the supplemental tables provided above. The Committees believeCommittee believes there is an appropriate link between executive compensation and the Company’s performance.
34

TABLE OF CONTENTS

•

Compensation and Corporate Governance Practices

Compensation and Corporate Governance Practices
The Committees seekCommittee seeks to implement and maintain sound compensation and corporate governance practices, which include the following:

The Committee is composed entirely of directors who are independent, as defined in the corporate governance listing standards of the New York Stock Exchange.

The Committee utilizes the services of Pay Governance LLC (“Pay Governance”), an independent outside compensation consultant. The Committee believes that, during Fiscal 2017,2023, there was no conflict of interest between Pay Governance and the Committee. In reaching the foregoing conclusions, the Committee considered the factors set forth by the New York Stock Exchange regarding compensation committee advisor independence.

The Company allocates a substantial portion of compensation to performance-based compensation. In Fiscal 2017, 81 percent2023, 75% of the principal compensation components, in the case of Mr. Walsh,Perreault, and 65 percent58% to 75 percent68% of the principal compensation components, in the case of all other named executive officers, were variable and tied to financial performance or TSR.

objectives.

The Company awards a substantial portion of compensation in the form of long-term awards, namely performance stock units, stock options and performancerestricted stock units, so that executive officers’ interests are aligned with the interests of shareholders (unitholders in the case of Mr. Sheridan) and long-term Company performance.

Annual bonus opportunities for the named executive officers are based primarily on key financial metrics.metrics, safety performance, and D&I goals. Similarly, long-term incentives are based on UGI Corporation common stock values and relative stock price performance. Long-term incentives for Mr. Sheridan are based on (i) AmeriGas Partners common unit values and relative common unit performance and (ii) customer gain/loss performance.

We require terminationAt our 2023 Annual Meeting, over 95% of employment for payment under our change in control agreements (referredvoting shareholders voted to as a “double trigger”). We require a double trigger forapprove the accelerated vestingcompensation of equity awards in the event of a change in control. We also have not entered into change in control agreements providing for taxgross-up payments under Section 280G of the Internal Revenue Code since 2010. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 51.

our named executive officers.

•
We require termination of employment for payment under our change in control agreements (referred to as a “double trigger”). We require a double trigger for the accelerated vesting of equity awards in the event of a change in control. In addition, none of our named executive officers have change in control agreements providing for tax gross-up payments under Section 280G of the Internal Revenue Code. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 57.
•
We have robust stock ownership guidelines. See COMPENSATION DISCUSSION AND ANALYSIS — Stock Ownership and Retention Policy, beginning on page 44.

We have meaningful stock ownership guidelines. See COMPENSATION DISCUSSION AND ANALYSIS — Equity Ownership Policy, beginning on page 39.

We haveadopted a recoupmentclawback policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement due to materialnon-complianceof the Company’s financial statements in compliance with financial reporting requirements.

the final Securities and Exchange Commission clawback rules.

We have a policy prohibiting the Company’s Directors and executive officers from (i) hedging the securities of UGI Corporation, and AmeriGas Partners, (ii) holding UGI Corporation and AmeriGas Partners securities in margin accounts as collateral for a margin loan, andand/or (iii) pledging the securities of UGI Corporation and AmeriGas Partners.

Corporation. The policy specifically prohibits hedging or monetization transactions through the use of prepaid variable forwards, equity swaps, collars and/or exchange funds.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our 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 and common unitholder value.value while deterring excessive risk taking.
35

TABLE OF CONTENTS

In Fiscal 2017,2023, the components of our compensation program included salary, annual bonus awards, discretionary bonus awards, long-term incentive compensation (performance unit awards, restricted stock unit awards, and UGI Corporation stock option grants), perquisites, retirement benefits and other benefits, such as executive financial planning services and minimal perquisites, all as described in greater detail in this Compensation Discussion and Analysis. 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.

DETERMINATION OF COMPETITIVE COMPENSATION

In determining Fiscal 20172023 compensation, the CommitteesCommittee engaged Pay Governance as theirits compensation consultant. The primary duties of Pay Governance were to:

provide the CommitteesCommittee with independent and objective market data;

conduct compensation analyses;

review and advise on pay programs and salary, target bonus and long-term incentive levels applicable to our executives;

review components of our compensation program as requested from time to time by the CommitteesCommittee and recommend plan design changes, as appropriate; and

provide general consulting services related to the fulfillment of the Committees’ charters.

Committee’s charter.

Pay Governance has not provided actuarial or other services relating to pension and post-retirement plans or services related to other benefits to us or our affiliates, and generally all of its services are those that it provides to the Committees.Committee. Pay Governance has provided market data for positions below the senior executive level as requested by management as well as market data for Director compensation, but its fees for this work historically are modest relative to its overall fees.

In assessing competitive compensation, we referenced market data provided to us in Fiscal 20162023 by Pay Governance. Pay Governance provided us with two reports: the “2016 Executive Cash Compensation Review” and the “2016 Executive Long-Term Incentive Review.” We do not benchmark against specific companies in the databases utilized by Pay Governance in preparing its reports. Our Committees doCommittee does benchmark, however, by using Pay Governance’s analysis of compensation databases that include numerous companies as a reference point to provide a framework for compensation decisions. Our Committees exerciseCommittee exercises discretion and also reviewreviews other factors, such as internal equity (both within and among our business units) and sustained individual and company performance, when setting our executives’ compensation.

In order to provide the Committee with data reflecting the relative sizes of UGI’snon-utility and utility businesses, Pay Governance first referenced compensation data for comparable executive positions in each of the Willis Towers Watson 20162022 General Industry Executive Compensation Database (“General Industry Database”) and the Willis Towers Watson 20162022 Energy Services Executive Compensation Database (“Energy Services Database”). Willis Towers Watson’s General Industry Database is comprised of approximately 4801,000 companies from a broad range of industries, including oil and gas, aerospace, automotive and transportation, chemicals, computer, consumer products, electronics, food and beverages, metals and mining, pharmaceutical and telecommunications. The Willis Towers Watson Energy Services Database is comprised of approximately 110135 companies, primarily utilities. For Messrs. Walsh and Oliver and Ms. Gaudiosi,all named executive officers, Pay Governance weighted the General Industry Database survey data 75 percent75% and the Energy Services Database survey data 25 percent25% and added the two. For example, if the relevant market rate for a particular executive position derived from information in the General Industry Database was $100,000 and the relevant market rate derived from information in the Energy Services Database was $90,000, Pay Governance would provide us with a market rate of $97,500 for that position (($100,000 x 75 percent75% = $75,000) plus ($90,000 x 25 percent25% = $22,500)). The impact of weighting information derived from the two databases is to obtain a market rate designed to approximate the relative sizes of ournon-utility and utility businesses. For Messrs. Sheridan and Perreault, we referenced Willis Towers Watson’s 2016 General Industry Database. The identities of the companies that comprise the databases utilized by Pay Governance have not been disclosed to us by Pay Governance.
36

TABLE OF CONTENTS

We generally seek to position a named executive officer’s salary grade so that the midpoint of the salary range for his or her salary grade approximates the 50th percentile of the “going rate” for comparable executives included in the executive compensation database material referenced by Pay Governance. By comparable executive, we mean an executive having a similar range of responsibilities and the experience to fully perform these responsibilities. Pay Governancesize-adjusted the survey data to account for the relative revenues of the survey companies in relation to ours. In other words, the adjustment reflects the expectation that a larger company would be more likely to pay a higher amount of compensation for the same position than a smaller company. Using this adjustment, Pay Governance developed going rates for positions comparable to those of our executives, as if the companies included in the respective databases had revenues similar to ours. We believe that Pay Governance’s application of size adjustments to applicable positions in these databases is an appropriate method for establishing market rates. After consultation with Pay Governance, we considered salary grade midpoints that were within 15 percent15% of the median going rate developed by Pay Governance to be competitive.

The Committee seeks to target a named executive officer’s total direct compensation opportunity (comprised of base salary, annual bonus award and long-term incentive awards) to be within a range of 85% to 115% of the 50th percentile of the survey data. In general, compensation levels for an executive officer who is new to a position tend to be at the lower end of the competitive range, while seasoned or more experienced executive officers may be positioned at the higher end of the competitive range.

ELEMENTS OF COMPENSATION

•

Salary

Salary
Salary is designed to compensate executives for their level of responsibility and sustained individual performance. We pay our executive officers a salary that is competitive with that of other executive officers providing comparable services, taking into account the size and nature of the business of the Company, AmeriGas Partners or UGI International, as the case may be.

Company.

As noted above, we seek to establish the midpoint of the salary grade for the positions held by our named executive officers at approximately the 50th percentile of the going rate for executives in comparable positions. Based on the data provided by Pay Governance in July 2016,2022, we increased the range of salary in each salary grade for Fiscal 20172023 for each named executive officer other than Mr. Walsh, by 2 percent. The Committee established Mr. Walsh’s Fiscal 2017 salary grade midpoint at the market median of comparable executives as identified by Pay Governance based on its analysis of the executive compensation databases. For Mr. Walsh, this resulted in an increase of the range of salary in his salary grade from the prior year of less than 1 percent.

4%.

For Fiscal 2017,2023, the merit increases were targeted at 3 percent, but6%, and individual increases variedwere based on performance evaluations and the individual’s position within the salary range. Performance evaluations were based on qualitative and subjective assessments of each individual’s contribution to the achievement of our business strategies, including the development of growth opportunities and leadership in carrying out our talent development program. Messrs. WalshMr. Perreault, in his capacity as President and Sheridan, in their capacities as chief executive officersChief Executive Officer of the Company, and AmeriGas Propane, respectively, had additional goals and objectives for Fiscal 2017,2023, as established during the first quarter of Fiscal 2017.2023. Mr. Walsh’sPerreault’s annual goals and objectives included the development of a senior executive succession plan, the enhancement of organizational processes, enterprise-wide alignmentadvancement of the Company’s critical processes,strategic initiatives and commitments related to the recruitment of experienced individuals to fill key roles within the organization, achievement of annualCompany’s financial and safety performance, organizational development objectives, and execution on strategic goals and leadership in identifying investment opportunities for the Company and its subsidiaries. Mr. Sheridan’s annual goals and objectives for Fiscal 2017 included achievement of annual financial goals, execution of key technology enhancements, enhancement of AmeriGas Propane’s safety culture, and implementation of AmeriGas Propane’s growth strategies, including with respect to customer growth and retention and customer service initiatives. All named executive officers received a salary in Fiscal 2017 that was within 90 percent to 120 percent of the midpoint for his or her salary range.

investments.

The following table sets forth each named executive officer’s Fiscal 20172023 salary.

Name

  Salary   Percentage Increase
over Fiscal 2016 Salary		 

John L. Walsh

  $    1,173,380    3.5% 

Kirk R. Oliver

  $549,315    1.5% 

Jerry E. Sheridan

  $552,360    2.0% 

Roger Perreault

  $563,758    2.5% 

Monica M. Gaudiosi

  $459,264    2.5% 

Name
​​
Salary
​​
Percentage Merit Increase
for Fiscal 2023
Roger Perreault (1)
​​
$1,000,000
​​
6.0%
Sean P. O’Brien
​​
$625,000
​​
N/A
Robert F. Beard (2)
​​
$632,500
​​
5.5%
John Koerwer (3)
​​
$430,419
​​
6.0%
Judy Zagorski
​​
$528,305
​​
5.5%
Monica M. Gaudiosi
​​
$561,742
​​
5.0%
Ted J. Jastrzebski
​​
$733,343
​​
5.0%
•(1)

Annual Bonus Awards

Mr. Perreault’s base salary for Fiscal 2023 also includes a market adjustment of $46,000.
(2)
Mr. Beard’s base salary for Fiscal 2023 also includes a promotional increase of $52,500 in connection with his promotion to Chief Operations Officer.
(3)
Mr. Koerwer’s base salary for Fiscal 2023 also includes a market adjustment of $20,000.
37

TABLE OF CONTENTS

Annual Bonus Awards
Our annual bonus plans provide our named executive officers with the opportunity to earn an annual cash incentive, provided that certain performance goals are satisfied. Our annual cash incentive is intended to motivate our executives to focus on the achievement of our annual business objectives by providing competitive incentive opportunities to those executives who have the ability to significantly impact our financial performance. We believe that basing a meaningful portion of an executive’s compensation on financial performance emphasizes ourpay-for-performance philosophy and will resultparticipate in the enhancement of shareholder or unitholder value.

UGI Corporation Executive Annual Bonus Plan (the “UGI Bonus Plan”) and in subsidiary bonus plans, as applicable. In determining each executive position’s target award level under our annual bonus plans, we considered database information derived by Pay Governance regarding the percentage of salary payable upon achievement of target goals for executives in similar positions at other companies as described above. In establishing the target award level, we positioned the amount at approximatelyassessed the 50th percentile for comparable positions.

Eighty percent of the target bonus award opportunity for each of Messrs. Walsh, OliverPerreault, O’Brien, Jastrzebski and PerreaultBeard (prorated for Mr. Beard for the period December 1, 2022 through September 30, 2023 to align with his promotion) and Ms.Mses. Gaudiosi participate in theand Zagorski is based on UGI Corporation Executive Annual Bonus Plan (the “UGI Bonus Plan”)Adjusted EPS, as adjusted for bonus purposes (financial performance portion of the award opportunity), while Mr. Sheridan participates in the AmeriGas Propane Executive Annual Bonus Plan (the “AmeriGas Bonus Plan”). For Messrs. Walsh and Oliver and Ms. Gaudiosi, the entire target award opportunity was10% is based on the Company’s Adjusted EPS. Mr. Perreault’s targetachievement of a safety performance goal tied to weighted average safety results of UGI Corporation, Utilities, Energy Services, AmeriGas Propane, L.P. and UGI International (safety performance portion of the award opportunity wasopportunity), and 10% is based on the Adjusted EBITachievement of UGI International. a D&I goal tied to the Company’s multi-dimensional strategy to deepen and improve the organization’s commitment to its D&I and BIDE initiatives (D&I performance portion of the award opportunity).
The following table summarizes Mr. Beard’s target bonus award opportunity for the period from October 1, 2022 through November 30, 2022:
Utilities/Mountaineer – 35%
​​
Energy Services – 25%
​​
UGI Corporation – 40%
• 80% tied to Utilities/
Mountaineer EBIT
​​
• 80% tied to Energy Services EBIT
​​
• 100% tied to UGI Corporation Adjusted EPS
• 10% tied to Utilities/
Mountaineer safety goal
​​
• 10% tied to Energy Services safety goal
​​
• 10% tied to D&I goal
​​
• 10% tied to D&I goal
​​
The financial performance portion of the award opportunity for each named executive officer was structured so that (i) no amount would be payable unless relevant financial metric achievement was at least 85% of the target amount (90% for Utilities/Mountaineer EBIT), (ii) the target award would be payable if the relevant financial metric was fully achieved, and (iii) up to 200% of the target award would be payable if the relevant financial metric achieved equaled or exceeded 110% of the relevant financial target. The safety performance portion and D&I performance portion of the overall bonus award target are each independent of the achievement of a financial performance payout. The safety performance goal reflects the degree of achievement of a predetermined safety performance objective tied to Fiscal 2023 Occupational Safety and Health Administration (“OSHA”) recordables and accountable vehicle accident cases in Fiscal 2023 as compared to a predetermined target. The D&I goal is intended to reinforce the Company’s commitment to a multi-dimensional strategy to deepen and improve the Company’s awareness of D&I and support the Company’s BIDE initiative, including enhanced recruiting efforts of under-represented candidates, dedication of leadership resources and establishment of a more formal supplier diversity framework. For Fiscal 2023, both the safety and D&I performance portions of the award opportunity ranged from no payout if the performance targets were below an established threshold to a maximum of 150% if performance exceeded target. We believe the relevant safety and D&I performance targets for Fiscal 2023 represented achievable but challenging performance targets.
We believe that annual bonus payments to our most senior executives should reflect our overall financial results for the fiscal year, and Adjusted EPS and Adjusted EBITthe metrics described above provide straightforward, “bottom line” measures of the performance of an executive in a large, well-established corporation.

For similar reasons, 90 percent of Mr. Sheridan’s target award opportunity was based on AmeriGas Partners’ Adjusted EBITDA, subject to modification based on achievement of a safety performance goal, as described below. The other 10 percent of Mr. Sheridan’s target award opportunity was based on achievement of customer service goals, but contingent on a payout under the financial component of the award. We believe that customer service for AmeriGas Partners is an important component of the bonus calculation because In addition, we foresee no or minimal growth in total demand for propane in the next several years, and, therefore, customer service is an important factor in our ability to improve the long-term financial performance of AmeriGas Partners. We also believe that achievement of superior safety performance is an important short-term and long-term strategic initiative and is therefore included as a standalone component of the AmeriGas Propaneannual bonus calculation.

Each Committee has discretion under We also believe that achievement of our executive annual bonus plansD&I performance goal is an important step in advancing the Company’s dedication to (i) adjust Adjusted EPS, Adjusted EBITdeepen and Adjusted EBITDA for extraordinary items or other eventsimprove our commitment to D&I and BIDE initiatives as we continue to embrace the Committee deems appropriate, (ii) increase or decrease the amountdiversity and uniqueness of an award determined to be payable under the bonus plan by up to 50 percent,individuals and (iii) review quantitative factors (such as Company performance) and qualitative factors (such as individual performance and overall contributions to the Company) when determining the annual bonus to be paid to an executive who terminates employment during the fiscal year on account of retirement, death or disability. The UGI Bonus Plancultures and the AmeriGas Bonus Plan each provides that, unlessvaried perspectives they provide.

38

TABLE OF CONTENTS

The following table summarizes the Committee determines otherwise, all executive officers who have not fulfilled their respective equity ownership requirements receive as part of their ongoing compliance up to 10 percent of their gross annual bonus in fully vested UGI Corporation common stock or AmeriGas Partners common units, as applicable.

The bonus award opportunityrelevant ranges for each of Messrs. Walshtargeted financial performance, actual financial performance achievement, actual safety performance achievement, and Oliver and Ms. Gaudiosi was structured so that no amount would be paid unless the Company’s Adjusted EPS was at least 80 percent of the target amount, with the target bonus award being paid out if the Company’s Adjusted EPS was 100 percent of the targeted Adjusted EPS. The maximum award, equal to 200 percent of the target award, would be payable if Adjusted EPS equaled or exceeded 120 percent of the Adjusted EPS target. The targeted Adjusted EPS for bonus purposesactual D&I performance achievement for Fiscal 2017 was established to be in the range of $2.30 to 2.45 per share, and Adjusted EPS for bonus purposes achieved for Fiscal 2017 was $2.25. As a result, Messrs. Walsh and Oliver and Ms. Gaudiosi each received a bonus payout equal to 89.2 percent of his or her target award for Fiscal 2017.

For Mr. Sheridan, the 90 percent component of the bonus award opportunity based on Adjusted EBITDA of AmeriGas Partners, subject to modification based on safety performance, was structured so that no amount would be paid unless AmeriGas Partners’ Adjusted EBITDA was at least 90 percent of the target amount, while 200 percent of the target bonus could be payable if Adjusted EBITDA equaled or exceeded 110 percent of the target amount. The percentage of target bonus payable based on the level of achievement of Adjusted EBITDA is referred to as the “Adjusted EBITDA Leverage Factor.” The Adjusted EBITDA Leverage Factor is then modified to reflect the degree of achievement of a predetermined safety performance objective tied to AmeriGas Propane’s Fiscal 2017 Occupational Safety and Health Administration (“OSHA”) recordables (“Safety Leverage Factor”). For Fiscal 2017, the percentage representing the Safety Leverage

2023.

 
​​
Targeted financial
performance
range
​​
Actual financial
performance result
achieved for bonus
​​
Actual safety
performance result
achieved for bonus
​​
Actual D&I
performance result
achieved for bonus
UGI Corporation
​​
$2.85-$3.15
Adjusted EPS
​​
$2.84
​​
0%
​​
150%
Utilities/Mountaineer
​​
$330-$380 million
Adjusted EBIT
​​
$367 million
​​
150%
​​
150%
Energy Services
​​
$240-$290 million
Adjusted EBIT
​​
$304 million
​​
0%
​​
150%

Factor ranged from 80 percent if the performance target was not achieved, to a maximum of 120 percent if performance exceeded the target. We believe the Safety Leverage Factor for Fiscal 2017 represented an achievable but challenging performance target. Once the Adjusted EBITDA Leverage Factor and Safety Leverage Factor are determined, the Adjusted EBITDA Leverage Factor is multiplied by the Safety Leverage Factor to obtain a total adjusted leverage factor (the “Total Adjusted Leverage Factor”). The Total Adjusted Leverage Factor is then multiplied by the target bonus opportunity to arrive at the 90 percent portion of the bonus award payable for the fiscal year. The actual Adjusted EBITDA achieved for Fiscal 2017 was $551 million. The applicable range for targeted Adjusted EBITDA for bonus purposes for Fiscal 2017 was $660 million to $700 million. Mr. Sheridan’s remaining 10 percent component of his bonus award opportunity was based on customer service goals, but this portion of Mr. Sheridan’s award is only payable if there is at least a threshold payout under the Adjusted EBITDA financial component of his award. For Fiscal 2017, AmeriGas Propane engaged a third party company to conduct customer surveys in order to better understand customer satisfaction with services provided by AmeriGas Propane. Each individual survey is given an overall satisfaction score and the scores are then aggregated by the third party company to calculate a total score known as a net promoter score. Mr. Sheridan’s award opportunity for the customer service component of his bonus was structured so that no amount would be paid unless the net promoter score was at least 85 percent of the net promoter score target, with the target bonus award being paid out if the net promoter score was 100 percent of the targeted goal. The maximum award, equal to 150 percent of the targeted award, would be payable if the net promoter score exceeded the net promoter score target. Because the threshold Adjusted EBITDA target was not attained, Mr. Sheridan did not receive a bonus payout under the plan for Fiscal 2017.

For Mr. Perreault, the bonus award opportunity based on UGI International’s Adjusted EBIT was structured so that no amounts would be paid unless UGI International’s Adjusted EBIT was at least 70 percent of the target amount, with the target bonus award being paid out if UGI International’s Adjusted EBIT was 100 percent of the targeted Adjusted EBIT. The maximum award, equal to 200 percent of the target award, would be payable if Adjusted EBIT equaled or exceeded 140 percent of the targeted Adjusted EBIT. The targeted Adjusted EBIT for bonus purposes for Fiscal 2017 was established to be in the range of $220 million to $250 million, and Adjusted EBIT achieved by UGI International for Fiscal 2017 was approximately $237 million. As a result of the foregoing Mr. Perreault received a bonus payout equal to 110.8 percentachievement of his target award for Fiscal 2017, with 10 percent of such payout receivedfinancial, safety and D&I performance results, as modified by the Committee in Company stock to satisfy ongoing stock ownership compliance requirements.

Theits discretion, the following annual bonus payments were made for Fiscal 2017:

Name

  Percent of Target
Bonus Paid		     Payout 

John L. Walsh

   89.2%     $  1,308,319 

Kirk R. Oliver

   89.2%     $367,492 

Jerry E. Sheridan

   0%     $0 

Roger Perreault (1)

   110.8%     $406,019 

Monica M. Gaudiosi

   89.2%     $266,281 

2023:
Name (1)
​​
Percent of Target
Bonus Paid
​​
Payout
Roger Perreault
​​
80.78%
​​
$1,009,750
Sean O’Brien
​​
80.78%
​​
$201,950
Robert F. Beard (2)
​​
87%
​​
$462,311
Judy Zagorski
​​
80.78%
​​
$298,735
(1)

Ms. Gaudiosi received a prorated target bonus for Fiscal 2023 of $236,666 in connection with her retirement from the Company. Mr. Perreaultreceived 10 percentJastrzebski did not receive a Fiscal 2023 bonus. However, Mr. Jastrzebski received a special one-time payment of $150,000 in recognition of his annual bonus payment in Company stock in accordanceassistance with the Company’s stock ownership policy.

transition of his responsibilities.

•(2)
Mr. Beard’s bonus was prorated based on the goals established for the portion of Fiscal 2023 that he served as Executive Vice President, Natural Gas, Global Engineering and Construction and Procurement and the portion of Fiscal 2023 that he served as Chief Operations Officer.
•

Long-Term Compensation — Fiscal 20172023 Equity Awards

Background and Determination of Grants — Stock Options, Performance Units and Restricted Units

Our long-term incentive compensation is intended to create a strong financial incentive for achieving or exceeding long-term performance goals and to encourage executives to hold a significant equity stake in our Company in order to align the executives’ interests with shareholder interests. Additionally, we believe our long-term incentives provideincentive compensation program provides us the ability to attract and retain talented executives in a competitive market.

Our long-term compensation for Fiscal 20172023 included UGI Corporation stock option grants, restricted stock units, and eitherperformance units, which were all awarded under the UGI Corporation or AmeriGas Partners performance2021 Incentive Award Plan (the “2021 Plan”). Each restricted stock unit awards. Eachrepresents the right to receive a share of common stock after three years of employment and each performance unit represents the right of the recipient to receive a share of common stock or a common unit if specified performance goals and other conditions are met.

UGI Corporation stock options, performance units and restricted units were awarded under the 2013 Plan. AmeriGas Partners performance units were awarded under the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on behalf of AmeriGas Partners, L.P. (the “AmeriGas 2010 Plan”). UGI Corporation stock options generally have a term of ten10 years and become exercisable in three equal annual installments beginning on the first anniversary of the grant date. Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi were each awardeddate, while our restricted stock units generally cliff vest on the third anniversary of the date of grant, subject to continued employment with the Company. For Fiscal 2023, UGI Corporation granted performance units tied to two separate financial metrics: (i) the three-year TSR performance of the Company’s common stock relative to that of the companies in the Adjusted Russell MidCap Utilities Index. Mr. Sheridan was awarded AmeriGas PartnersUGI Performance Peer Group (“TSR Performance Units”) and (ii) the two-year EPS performance units tied to (i) a relative TUR metric based onof the Alerian MLP Index,Company as modified by AmeriGas Partners’ TUR performance compared to the other two retail propane distribution companies in the Alerian Index, and (ii) a customer gain/loss metric.

predetermined EPS target with payout, if earned, subject to an additional one-year time-based vesting period (“EPS Performance Units”).

As is the case with cash compensation and annual bonus awards, we referenced Pay Governance’s analysis of executive compensation database information in establishing equity compensation for the named executive officers. In determining the total dollar value of the long-term compensation opportunity to be provided in Fiscal 2017,
39

TABLE OF CONTENTS

2023, we initially referenced (i)competitive median salary information, and (ii) competitive market-based long-term incentive compensation information both(on an accounting value basis), as calculatedprovided by Pay Governance.

Except for Mr. Sheridan, In addition, the Committee analyzed each named executive officer’s overall market position on a total direct compensation basis, considered the increased weighting of performance units in the composition of the long-term incentive compensation and reviewed current unvested equity values previously awarded to our named executive officers. Pay Governance also provided competitive market incentive levels based on its assessment of accounting values.

For our named executive officers, we initially applied approximately 50 percent20% of the amount of the long-term incentive opportunity to UGI stock options, approximately 20% to UGI restricted stock units, and approximately 50 percent60% to UGI performance units. Because Mr. Sheridan is an executive officer employed by AmeriGas Propane, we initially applied approximately 30 percent of the amount of his long-term incentive opportunity to stock options, and approximately 70 percent to AmeriGas performance units (30 percent is applied to AmeriGas Partners’ performance compared to the Alerian MLP Index, as modified by AmeriGas Partners’ TUR performance compared to the other two publicly traded retail propane distribution companies, Ferrellgas Partners, L.P. and Suburban Propane Partners, L.P. (the “Propane MLP Group”), and 40 percent is tied to a customer gain/loss performance metric). We believe this bifurcation provides a good balance between two important goals. Because the value of stock options is a function of the appreciation or depreciation of our stock price, stock options are designed to align the executive’s interests with shareholder interests. As explained in more detail below, the restricted stock units are designed to deter unnecessary risk taking while also aligning executive’s interests with shareholder interests, and performance units are designed to encourage increased total shareholder or unitholder return and EPS over a period of time.

For Fiscal 2017 equity awards, Pay Governance provided competitive market incentive levels based on its assessment of accounting values. Pay Governance then provided data for our

The following table sets forth the long-term incentive values by utilizing accounting values. Accounting values are reported directly by companies to the survey databases and are determined in accordance with GAAP.

While management used the Pay Governance calculations as a starting point, in accordance with past practice, management recommended adjustments to the aggregate number of Company stock options and Company and AmeriGas Partners performance units calculated by Pay Governance. The adjustments were designed to address historic grant practices, internal pay equity (both within and among our business units) and the policy of the Company that the three-year average of the annual number of equity awards made under the Company’s 2013 Plan for the fiscal years 2015 through 2017, expressed as a percentage of common shares outstanding at fiscalyear-end, will not exceed 2 percent. For purposes of calculating the annual number of equity awards used in this calculation: (i) each stock option granted is deemed to equal one share, and (ii) each performance unit earned and paid in shares of stock and each stock unit granted and expected to be paid in shares of stock is deemed to equal 4.67 shares. The adjustments generally resulted in (i) a decrease in the number of shares underlying stock options, and (ii) except with respect to Mr. Sheridan and Ms. Gaudiosi, a decrease in the number of performance units awarded, in each case as compared to amounts calculated by Pay Governance using accounting values.

As a result of the Committee’s acceptance of management’s recommendations, theour named executive officers received between approximately 81 percent and 103 percent of the total dollar value of long-term

in Fiscal 2023:

Name
​​
Shares Underlying
Stock Options
# Granted
​​
Performance
Units
(TSR)
# Granted
​​
Performance
Units
(EPS)
# Granted
​​
Restricted
Stock
Units
# Granted
Roger Perreault
​​
157,130
​​
38,660
​​
53,740
​​
35,830
Sean P. O’Brien
​​
26,950
​​
7,580
​​
8,490
​​
5,660
Robert F. Beard
​​
42,850
​​
10,540
​​
14,660
​​
9,770
John Koerwer
​​
13,490
​​
3,320
​​
4,610
​​
3,080
Judy Zagorski
​​
21,160
​​
5,210
​​
7,240
​​
4,830
Monica M. Gaudiosi
​​
20,530
​​
5,050
​​
7,020
​​
4,680
Ted J. Jastrzebski
​​
29,630
​​
7,290
​​
10,130
​​
6,760

compensation opportunity recommended by Pay Governance using accounting values. The actual grant amounts based on the foregoing analysis are as follows:

Name

  Stock Options
# Granted		  Performance
Units
# Granted

John L. Walsh

  270,000  38,000

Kirk R. Oliver

  80,000  11,000

Jerry E. Sheridan

  53,000  16,500(1)

Roger Perreault

  50,000  8,500

Monica M. Gaudiosi

  60,000  9,000

(1)

Constitutes AmeriGas Partners performance units. 5,500 performance units are tied to AmeriGas Partners’ TUR performance compared to the companies in the Alerian MLP Index, as modified by AmeriGas Partners’ TUR performance compared to the Propane MLP Group, and 11,000 performance units are tied to the customer gain/loss metric.

Peer GroupsGroup and Performance Metrics

TSR Performance Units
While the numbervalue of performance units awarded to the named executive officers was determined as described above, the actual number of shares or units underlying performance units that areTSR Performance Units to be paid out at the expiration of the three-year performance period will be based upon the Company’s comparative TSR (or AmeriGas Partners’ comparative TUR) over the period from January 1, 20172023 to December 31, 2019.2025. Specifically, with respect to Company performance units,TSR Performance Units, we will compare the TSR of the Company’s common stock relative to the TSR performance of those companies comprising the Adjusted Russell MidCap Utilities IndexUGI Performance Peer Group as of the beginning of the performance period using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of calculation. In computing TSR, the Company uses the average of the daily closing prices for its common stock and the common stock of each company in the Adjusted Russell MidCap Utilities IndexUGI Performance Peer Group for the calendar quarter prior to January 1 of the beginning and end of a given three-year performance period. In addition, TSR gives effect to all dividends throughout the three-year performance period as if they had been reinvested. If a company is added to the Adjusted Russell MidCap Utilities Index during a three-year performance period, we do not include that company in our TSR analysis. We will only remove a company that was included in the Adjusted Russell MidCap Utilities IndexUGI Performance Peer Group at the beginning of a performance period if such company ceases to exist during the applicable performance period. The companies in the UGI Performance Peer Group as of January 1, 2023 were as follows:
Atmos Energy Corporation
Cheniere Energy, Inc.
Chesapeake Utilities Corporation
DCC plc
Equitrans Midstream Corporation
National Fuel Gas Company
​​
New Jersey Resources Corporation
Northwest Natural Holding Company
ONE Gas, Inc.
ONEOK, Inc.
Southwest Gas Holdings, Inc.
Spire Inc.
​​
Suburban Propane Partners, L.P.
Superior Plus Corp.
Targa Resources Corp.
The Williams Companies, Inc.
40

TABLE OF CONTENTS

The UGI Performance Peer Group replaced the Adjusted Russell MidCap Utilities Index as of January 1, 2017 were as follows:

AES Corporation

DTE Energy Company

OGE Energy Corp.

Alliant Energy

Edison International

Pinnacle West Capital Corp.

Ameren Corporation

Entergy Corporation

PPL Corporation

American Water Works Company, Inc.

Eversource Energy

Public Service Enterprise Group

Aqua America, Inc.

FirstEnergy Corp.

SCANA Corporation

Atmos Energy Corporation

Great Plains Energy

Sempra Energy

Avangrid

Hawaiian Electric Industries, Inc.

UGI Corporation

Calpine Corporation

MDU Resources Group, Inc.

Vectren Corporation

Centerpoint Energy, Inc.

National Fuel Gas Company

WEC Energy

CMS Energy Corporation

NiSource Inc.

Westar Energy, Inc.

Consolidated Edison, Inc.

NRG Energy, Inc.

Xcel Energy Inc.

with respect to TSR Performance Unit grants beginning in Fiscal 2021. The Committee determined that the Adjusted Russell MidCap Utilities IndexUGI Performance Peer Group is an appropriate peer group because the companies includedas a result of a shift in the Russell MidCap Utilities Index generally are comparable to the Company in terms of market capitalization and the Company is included in the Russell MidCap Utilities Index. The Company, with approval of the Committee, excluded telecommunications companies from the peer group because the nature of the telecommunicationsCompany’s business is markedly different from that of other companies in the utilities industry.

Mr. Sheridan was awarded AmeriGas Partners performance unit awards tied to two different metrics: (i) the three-year TUR performance of AmeriGas Partners common units relative to that of the entities in the

composition.

Alerian MLP Index, as modified based on the three-year TUR performance of AmeriGas Partners common units relative to that of the other companies in the Propane MLP Group, and (ii) a customer gain/loss metric. The Committee determined that a metric directly tied to customer gains and losses would strengthen the link between pay and performance and advance AmeriGas Partners’ long-term strategic goals and objectives. With respect to AmeriGas Partners performance units tied to the Alerian MLP Index, we will compare the TUR of AmeriGas Partners’ common units relative to the TUR performance of those entities comprising the Alerian MLP Index as of the beginning of the performance period using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of calculation. In computing TUR, we use the average of the daily closing prices for AmeriGas Partners’ common units and those of each of the entities in the Alerian MLP Index for the calendar quarter prior to January 1 of the beginning and end of a given three-year performance period. In addition, TUR gives effect to all distributions throughout the three-year performance period as if they had been reinvested. If an entity is added to the Alerian MLP Index during a three-year performance period, we do not include that entity in our TUR analysis. We will only remove a company that was included in the Alerian MLP Index at the beginning of a performance period if such company ceases to exist during the applicable performance period. The companies in the Alerian MLP Index as of January 1, 2017 were as follows:

Alliance Resource Partners, L.P.

Enterprise Products Partners, L.P.

Shell Midstream Partners L.P.

AmeriGas Partners, L.P.

EQT Midstream Partners, L.P.

Spectra Energy Partners, LP

Antero Midstream Partners, L.P.

Genesis Energy, L.P.

Suburban Propane Partners, L.P.

Boardwalk Pipeline Partners L.P.

Golar LNG Partners, L.P.

Summit Midstream Partners L.P.

Buckeye Partners, L.P.

Holly Energy Partners, L.P.

Sunoco L.P.

Cheniere Energy Partners, L.P.

Magellan Midstream Partners, L.P.

Sunoco Logistics Partners L.P.

Columbia Pipeline Partners L.P.

Martin Midstream Partners L.P.

Tallgrass Energy Partners L.P.

Crestwood Equity Partners L.P.

MPLX, L.P.

TC Pipelines, L.P.

DCP Midstream Partners, LP

NGL Energy Partners, L.P.

Teekay LNG Partners L.P.

Dominion Midstream Partners, L.P.

NuStar Energy L.P.

Teekay Offshore Partners L.P.

Enable Midstream Partners, L.P.

ONEOK Partners, L.P.

Terra Nitrogen Co LP

Enbridge Energy Partners, L. P.

Phillips 66 Partners, L.P.

Tesoro Logistics, L.P.

Energy Transfer Partners, L.P.

Plains All American Pipeline, L.P.

Valero Energy Partners, L.P.

EnLink Midstream Partners, L.P.

Rice Midstream Partners, L.P.

Western Gas Partners, LP

Williams Partners L.P.

For Company performance units tied to the Adjusted Russell Midcap Utilities Index, the minimum award, equivalent to 25 percent25% of the number of performance units,TSR Performance Units, will be payable if the Company’s TSR rank is at the 25th percentile of the Adjusted Russell MidCap Utilities Index.UGI Performance Peer Group. The target award, equivalent to 100 percent100% of the number of performance units,TSR Performance Units, will be payable if the TSR rank is at the 50th percentile. The maximum award, equivalent to 200 percent200% of the number of performance units,TSR Performance Units, will be payable if the Company’s TSR rank is at the 90th percentile of the Adjusted Russell MidCap Utilities Index.

UGI Performance Peer Group.

EPS Performance Units
The actual number of AmeriGas Partners common unitsshares underlying EPS Performance Units will be paid out following the expiration of the three-year vesting period from October 1, 2022 to September 30, 2025 if the predetermined Adjusted EPS target, as established by the Committee, for the two-year performance units tiedperiod October 1, 2022 to September 30, 2024 is satisfied and the named executive officer is employed by or providing service to the Alerian MLP IndexCompany on the last day of the vesting period. The Committee will be based upon AmeriGas Partners’ TUR rank relative to the Alerian MLP Index entities and is computed using a methodology analogous to that described above with regard to the Company’s TSR ranking. The result is then modified based on AmeriGas Partners’ TUR performance compared to the Propane MLP Group. If AmeriGas Partners’ Alerian TUR performance qualifies for a payoutdetermine at the conclusion of the three-yeartwo-year performance period ending December 31, 2019, then that payout wouldwhether and to what extent the Adjusted EPS performance goal was met.
The actual amount of the award of EPS Performance Units may be modifiedhigher or lower than the target award, or it may be zero, based on the Company’s Adjusted EPS for the 2024 fiscal year, as follows: (i) if AmeriGas Partners’ TUR duringdetermined by the three-year period ranks first comparedCommittee in its sole discretion. The minimum award, equivalent to the other companies in the Propane MLP Group, then the performance unit payout would be leveraged at 130 percent; (ii) if AmeriGas Partners’ TUR during the three-year period ranks second compared to the other companies in the Propane MLP Group, then the performance unit payout would be leveraged at 100 percent; and (iii) if AmeriGas Partners’ TUR during the three-year period ranks third compared to the other Propane MLP Group companies, then the performance unit payout would be leveraged at 70 percent. The overall payout is capped at 200 percent50% of the target number of performance units awarded. If oneEPS Performance Units, will be payable if the Company’s Adjusted EPS is at the 90th percentile of the other two companies inAdjusted EPS goal established by the Propane MLP Group ceasesCommittee. The maximum award, equivalent to exist as a publicly traded company or declares bankruptcy (“Adjustment Event”) during the first year of the performance period, then the performance units will

become payable at the end of the three-year performance period based on AmeriGas Partners’ TUR performance compared to the Alerian MLP Index and no modification will be made. If an Adjustment Event occurs during the second year of the performance period, thenone-half of the modifier would be applied to the payout calculated under the Alerian MLP Index. If an Adjustment Event occurs during the third year of the performance period, then the full Propane MLP Group modifier would be calculated using the TUR as of the day immediately preceding the first public announcement of the Adjustment Event.

The Fiscal 2017 performance units awarded to Mr. Sheridan and tied to customer gain and loss performance will be paid at the conclusion of the three-year performance period ending September 30, 2019 (assuming continued employment through December 31, 2019). The overall payout is capped at 200 percent200% of the target number of performance units awarded. The Committee believes that challenging goalsEPS Performance Units, will be payable if the Company’s Adjusted EPS exceeds 110% of the Adjusted EPS goal established by the Committee.

Performance Units - Payment Terms and targets have been established with respect to the customer gain/loss metric for the described performance units. For illustrative purposes, there would have been no payout during at least the last five fiscal years had this metric been in place.

Dividend Equivalents

Each award payable to the named executive officersofficer provides a number of the Company’s shares or AmeriGas Partners’ common units equal to the number of performance units earned. After the Committee has determined that the conditions for payment have been satisfied, the Company or AmeriGas Propane, as the case may be, has the authority to provide for a cash payment to the named executives in lieu of a limited number of the shares or common units payable. The cash payment is based on the value of the securities at the end of the performance period and is designed to meet minimum statutory tax withholding requirements. In the event that executives earn shares in excess of the target award, the value of the shares earned in excess of the target is paid entirely in cash.

All performance units have dividend or distribution equivalent rights, as applicable.rights. A dividend equivalent is an amount determined by multiplying the number of performance units credited to the recipient’s account by the per-share cash dividend or theper-share fair market value of anynon-cash dividend paid by the Company during the performance period on Company shares on a dividend payment date. A distribution equivalent relates to AmeriGas Partners common units and is determined in a similar manner. Accrued dividend and distribution equivalents are payable in cash based on the number of common shares, or AmeriGas Partners’ common units, if any, paid out at the end of the performance period.

Discretionary Bonus Award

On November 16, 2017, AmeriGas Propane’s Committee and the independent members

Long-Term Compensation — Payout of AmeriGas Propane’s Board of Directors approved a discretionary bonus award (part in cash and part in AmeriGas Partners restricted units) to Mr. Sheridan. The Committee granted the cash and restricted unit awards (i) in recognition of the substantial progress made on key operational and organizational initiatives during Fiscal 2017 in spite of a second consecutive winter with weather that was significantly warmer-than-normal throughout the United States, (ii) to reward management’s exemplary response to the natural disasters of Fiscal 2017, including Hurricanes Harvey and Irma and the California wildfires and (iii) to motivate and retain management.

Mr. Sheridan was granted a total discretionary award valued at approximately $125,000 ($31,250 in cash and 2,106 AmeriGas Partners time-restricted common units). The restricted units have a grant date of November 24, 2017 and represent time-restricted AmeriGas Partners common units that will vest upon the earlier of (i) November 24, 2018, provided Mr. Sheridan continues to be employed by AmeriGas Propane on the vesting date, and (ii) his retirement, death or disability.

•

Long-Term Compensation — Payout of Performance Units for 2014-2016 Period

During Fiscal 2017, we paid out awards to those executives who received Performance Units for 2020-2022 Period

UGI Corporation performance units covering the period from January 1, 20142020 to December 31, 2016.2022 did not satisfy the threshold performance target and therefore no payouts occurred during Fiscal 2023. For that period, the Company’s TSR ranked 4th31st relative to the other companies in the Adjusted Russell Midcap Utilities Index, placing the Company atlast in the 100th percentile ranking,group, resulting in a 200 percentno payout of the target award. Because the payout exceeded

100 percent, the 2013 Plan provides that cash will be paid in lieu of units for any amount in excess of the 100 percent target. For the performance period from January 1, 2014 to December 31, 2016, Mr. Sheridan received AmeriGas performance units tied to two different relative return metrics: (i) the Alerian IndexPerquisites and (ii) the Propane MLP Group. AmeriGas Partners’ TUR ranked 3rd relative to the other companies in the Alerian Index, placing the Company at the 95th percentile ranking and resulting in a 200 percent payout of the target award. AmeriGas Partners’ TUR ranked 1st relative to the other companies in the Propane MLP Group, resulting in a 150 percent payout of the target award. Because the payout exceeded 100 percent, the AmeriGas 2010 Plan provides that cash will be paid in lieu of units for any amount in excess of the 100 percent target. The performance unit payouts for Fiscal 2017 were as follows:

Name

  Performance Unit
Payout (#) (1)		    Performance Unit
Payout Value (2)
($)		     Cash Payout
(Award in excess
of 100%)
($)		 

John L. Walsh (4)

  36,055    $    2,903,040     $    3,238,200 

Kirk R. Oliver (4)

  12,153    $898,560     $1,002,300 

Jerry E. Sheridan (5)

  10,590    $838,600     $983,580 

Roger Perreault (4)

  2,034    $138,240     $145,245 

Monica M. Gaudiosi (4)

  8,446    $587,520     $655,350 

(1)

Number of units/shares paid out after withholding taxes.

(2)

Payout value based on performance units awarded before withholding taxes.

(3)

Includes award in excess of 100 percent and dividend or distribution equivalent payout.

(4)

Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi received UGI performance units.

(5)

Mr. Sheridan received AmeriGas Partners performance units.

•

Perquisites and Other Compensation

Other Compensation

We provide limited perquisite opportunities to our executive officers. We provide reimbursement for tax preparation services (discontinued in Fiscal 2011 for newly hired executives), airline membership reimbursement and limited spousal travel. Our named executive officers may also occasionally use the Company’s tickets for sporting events for personal rather than business purposes. In Fiscal 2023, a new financial planning benefit was offered to our executive officers. The aggregate cost of perquisites for alleach named executive officersofficer in Fiscal 20172023 was less than $10,000.$14,000.
41

TABLE OF CONTENTS

•

Other Benefits

Other Benefits
Our named executive officers participate in various retirement, pension, deferred compensation and severance plans, which are described in greater detail in the Ongoing Plans and Post-Employment Agreements section of this Compensation Discussion and Analysis. We also provide employees, including the named executive officers, with a variety of other benefits, including medical and dental benefits, disability benefits, life insurance and paid time off for holidays and vacations. These benefits generally are available to all of our full-time employees, although AmeriGas Propane provided certain enhanced disability and life insurance benefits to its senior executives, which for Mr. Sheridan had a total cost in Fiscal 2017 of less than $5,000.

employees.

ONGOING PLANS AND POST-EMPLOYMENT AGREEMENTS

We have several plans and agreements (described below) that enable our named executive officers to accrue retirement benefits as the executives continue to work for us, provide severance benefits upon certain types of termination of employment events or provide other forms of deferred compensation.

Retirement Income Plan for Employees of UGI Utilities, Inc. (the “UGI Pension Plan”)

This plan is atax-qualified defined benefit plan available to, among others, employees of the Company and certain of its subsidiaries. The UGI Pension Plan was closed to new participants as of January 1, 2009. The UGI Pension Plan provides an annual retirement benefit based on an employee’s earnings and years of

service, subject to maximum benefit limitations. Mr. WalshBeard participates in the UGI Pension Plan. See COMPENSATION OF EXECUTIVE OFFICERS — Pension Benefits Table and accompanying narrative, beginning on page 47,53 for additional information.

UGI Utilities, Inc. Savings Plan (the “UGI Savings Plan”)

This plan is atax-qualified defined contribution plan available to, among others, employees of the Company. Under the plan, an employee may contribute, subject to Internal Revenue Code (the “Code”) limitations, up to a maximum of 50 percent50% of his or her eligible compensation on apre-tax basis and up to 20 percent20% of his or her eligible compensation on anafter-tax basis. The combined maximum ofpre-tax andafter-tax contributions is 50 percent50% of his or her eligible compensation. TheFor employees eligible to participate in the UGI Pension Plan, the Company provides matching contributions targeted at 50 percent50% of the first 3 percent3% of eligible compensation contributed by the employee in any pay period, and 25 percent25% of the next 3 percent.3%. For participants entering the UGI Savings Plan on or after January 1, 2009 who are not eligible to participate in the UGI Pension Plan, the Company provides matching contributions targeted at 100 percent100% of the first 5 percent6% of eligible compensation contributed by the employee in any pay period. Amounts credited to the employee’s account in the plan may be invested among a number of funds, including the Company’s stock fund. Messrs. Walsh, OliverPerreault, O’Brien, and PerreaultBeard and Ms.Mses. Gaudiosi are eligible toand Zagorski participate in the UGI Savings Plan.

AmeriGas Propane, Inc. Savings Plan (the “AmeriGas Savings Plan”)

This plan is atax-qualified defined contribution plan for AmeriGas Propane employees. Subject to Code limits, which are the same as described above with respect to the UGI Savings Plan, an employee may contribute, on apre-tax basis, up to 50 percent of his or her eligible compensation, and AmeriGas Propane provides a matching contribution equal to 100 percent of the first 5 percent of eligible compensation contributed in any pay period. Like the UGI Savings Plan, participants in the AmeriGas Savings Plan may invest amounts credited to their account among a number of funds, including the Company’s stock fund. Mr. Sheridan is eligible to participate in the AmeriGas Savings Plan.

UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan

UGI Corporation Supplemental Executive Retirement Plan

This plan is a nonqualified defined benefit plan that provides retirement benefits that would otherwise be provided under the UGI Pension Plan to employees hired prior to January 1, 2009, but are prohibited from being paid from the UGI Pension Plan by Code limits. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Mr. WalshBeard participates in the UGI Corporation Supplemental Executive Retirement Plan (“UGI SERP”). See COMPENSATION OF EXECUTIVE OFFICERS — Pension Benefits Table and accompanying narrative, beginning on page 47,53, for additional information.
42

TABLE OF CONTENTS

UGI Corporation Supplemental Savings Plan

This plan is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the qualified UGI Savings Plan to employees hired prior to January 1, 2009 in the absence of Code limitations. The UGI Corporation Supplemental Savings Plan (“SSP”) is intended to pay an amount substantially equal to the difference between the Company matching contribution to the qualified UGI Savings Plan and the matching contribution that would have been made under the qualified UGI Savings Plan if the Code limitations were not in effect. At the end of each plan year, a participant’s account is credited with earnings equal to the weighted average return on two indices: 60 percent60% on the total return of the Standard and Poor’s 500 Index and 40 percent40% on the total return of the Barclays Capital U.S. Aggregate Bond Index. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Mr. WalshBeard is eligible to participate in the SSP. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 50,56, for additional information.

2009 UGI Corporation Supplemental Executive Retirement Plan for New Employees

The 2009 UGI Corporation Supplemental Executive Retirement Plan for New Employees (the

(the “2009 UGI SERP”)
This plan is a nonqualified deferred compensation plan that is intended to provide retirement benefits to executive officers who are not eligible to participate in the UGI Pension Plan, having commenced employment with UGI on or after January 1, 2009. Under the 2009 UGI SERP, the Company credits to each participant’s account annually an amount equal to 5 percent5% of the participant’s compensation (salary and annual bonus) up to the Code compensation limit ($270,000305,000 in 2017)2023) and 10 percent10% of compensation in excess of such limit. In addition, if any portion of the Company’s matching contribution under the UGI Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Participants direct the investment of their account balances among a number of mutual funds, which are generally the same funds available to participants in the UGI Savings Plan, other than the UGI stock fund. Messrs. OliverKoerwer and PerreaultO’Brien and Ms. GaudiosiZagorski are eligible to participate in the 2009 UGI SERP. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 50,56, for additional information.

AmeriGas Propane, Inc. Supplemental Executive Retirement Plan

AmeriGas Propane maintains a supplemental executive retirement plan, which is a nonqualified deferred compensation plan for highly compensated employees of AmeriGas Propane. Under the plan, AmeriGas Propane credits to each participant’s account annually an amount equal to 5 percent of the participant’s compensation up to the Code compensation limits and 10 percent of compensation in excess of such limit. In addition, if any portion of AmeriGas Propane’s matching contribution under the AmeriGas Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Participants direct the investment of the amounts in their accounts among a number of mutual funds. Mr. Sheridan participates in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan (“AmeriGas SERP”). See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 50, for additional information.

AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan

AmeriGas Propane maintains a nonqualified deferred compensation plan under which participants may defer up to $10,000 of their annual compensation. Deferral elections are made annually by eligible participants in respect of compensation to be earned for the following year. Participants may direct the investment of deferred amounts into a number of mutual funds. Payment of amounts accrued for the account of a participant generally is made following the participant’s termination of employment. Mr. Sheridan is eligible to participate in the AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 50, for additional information.

UGI Corporation 2009 Deferral Plan, As Amended and Restated Effective June 1, 2010

15, 2017

This plan provides deferral options that comply with the requirements of Section 409A of the Code related to (i) all stock units and phantom units granted to the Company’s and AmeriGas Propane’snon-employee Directors, (ii) benefits payable under the UGI SERP, (iii) benefits payable under the 2009 UGI SERP, and (iv) benefits payable under the AmeriGas SERP.Propane, Inc. Supplemental Executive Retirement Plan (a nonqualified deferred compensation plan for AmeriGas Propane executives). If an eligible participant elects to defer payment under the plan, the participant may receive future benefits after separation from service as (x) a lump sum payment, (y) annual installment payments over a period between two and ten10 years, or (z) one to five retirement distribution amounts to be paid in a lump sum in the year specified by the individual. Deferred benefits, other than stock units and phantom units, will be deemed to be invested in investment funds selected by the participant from among a list of available funds. The plan was closed to new participants in Fiscal 2017.

UGI Corporation Executive Severance Pay Plans for Senior Executive Employees

Plan, Effective October 1, 2021

The Company and AmeriGas Propane each maintain amaintains an executive severance pay plan that provides severance compensation to certain senior level employees. The plans areplan is designed to alleviate the financial hardships that may be experienced by executive employee participants whose employment is terminated without “just cause,” other than in the event of death or disability. The Company’s plan covers Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi, andeach of the AmeriGas Propane plan covers Mr. Sheridan.named executive officers. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 51,57, for further information regarding the severance plans.
43

TABLE OF CONTENTS

Change in Control Agreements

The Company has change in control agreements with Messrs. Walsh, OliverO’Brien, Beard, and PerreaultKoerwer and Ms. Gaudiosi, and AmeriGas Propane has a change in control agreement with Mr. Sheridan.Zagorski. The change in control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without disruption in the face of potentially distracting circumstances arising from the possibility of the change in control and to serve as an incentive to their continued employment. The agreements provide for payments and other benefits if we terminate an executive’s employment without cause or if the executive terminates employment for good reason within two years following a change in control of the Company (and, in the case of Mr. Sheridan, AmeriGas Propane or AmeriGas Partners).Company. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 51,57, for further information regarding the change in control agreements.

EQUITY

STOCK OWNERSHIP AND RETENTION POLICY

We seek to align executives’ interests with shareholder and unitholder interests through our EquityStock Ownership and Retention Policy (the “Policy”). We believe that by encouraging our executives to maintain a meaningful equity interest in the Company, and/or AmeriGas Partners we will enhance the link between our executives and shareholders or unitholders. The Board of Directors approved an updated Policy during Fiscal 2017.shareholders. Under the Policy, an executive must meet 25 percent of thehis or her minimum ownership requirement within threefive years from the date of his or her employment or promotion. ForIn the event that an executive hired oris further promoted to a position with a higher ownership requirement, the five-year period restarts on or after January 24, 2017 and not previously subjectthe effective date of the promotion.
If an executive fails to the Policy, the executive must satisfymeet his or her respective equityminimum ownership requirement in full within sixfive years and will also be subjectfrom the date of his or her employment or promotion, or fails to ongoing compliance requirements. Executives subject to the Company’s priorincrease his or her stock ownership policy are not required to fully satisfy their equity ownership requirement by the end of asix-year achievement period but will continue to be subject to the Policy’s ongoing compliance requirements.

The UGI Bonus Plan and the AmeriGas Bonus Planlevel each provides that, unlessyear, the Committee determines otherwise,may, in its sole discretion, take any action it deems advisable, including but not limited to converting part or all executive officers who have not fulfilled their equity ownership requirement receive up to 10 percent of theirthe executive’s gross annual bonus in fully vestedinto UGI Corporation common stock or AmeriGas Partners common units. In addition, the Policy requireswithholding future annual long-term incentive plan awards from that 50 percent of the net proceeds from a “cashless exercise” of stock options be used to purchase stock until the ownership requirement is met. executive.

The Policy also requires that, until the share ownership requirement is met, the executive retain all shares orof UGI common units received in connection with the payout of performance units.stock. Executives may not use unexercised stock options or unvested (unearned) performance units or unvested (unearned) restricted shares, stock units or phantom unitsthat are not time-based to satisfy their equity ownership requirements.

In the event that there is a significant decline in the price of UGI common stock that results in an executive falling below his or her applicable minimum ownership requirement, such executive will not be noncompliant but will be required to comply with the retention requirements until the executive again meets the ownership requirement.

As of September 30, 2017,December 14, 2023, the equitystock ownership requirements for the named executive officers were as follows:

Name
​​
Stock Ownership Requirement
(as a multiple of base salary)

Name

Sean P. O’Brien
​  Equity Ownership Requirement (UGI  
common stock or AmeriGas Partners
common units)​
3.0x base salary

John L. Walsh

Robert F. Beard
​225,000​
3.0x base salary

Kirk R. Oliver

John Koerwer
​50,000​
3.0x base salary

Jerry E. Sheridan

Judy Zagorski
​50,000

Roger Perreault

​		30,000

Monica M. Gaudiosi

30,000
3.0x base salary

Executives are permitted to satisfy their requirements through ownership of UGI common stock, AmeriGas Partners common units, or a combination of UGI common stock and AmeriGas Partners common units, with each share of UGI common stock equivalent to 1.0 AmeriGas Partners common unit. At September 30, 2017, Mr. Walsh’s ownership requirement is equivalent to 9 times his base salary, while the stock ownership multiple for the other named executive officers ranged from 2.5 times to 4.2 times base salary.

Based on information from Pay Governance, the Committee believes its stock ownership requirements generally align with market practices. Although not all named executive officers have met their respective ownership requirements due to the amount of time they have served in their current positions, all named executive officers were in compliance at September 30, 2017October 1, 2023 with the Company’s Policy requiring the accumulation of equity over time.

STOCK OPTION

EQUITY GRANT PRACTICES

The Committees approveCommittee generally approves annual stock option, restricted stock unit and performance unit grants to executive officers in the last calendar quarter of each year, to be effective the following January 1. The exercise price per share of the options is equal to or greater than the closing share price of the Company’s common stock on the last trading day of December. A grantJanuary. Grants to a new employee isare generally effective on the later of the date the employee commences employment with us or the
44

TABLE OF CONTENTS

date the Committee authorizes the grant.grants. In either case, for stock options, the exercise price is equal to or greater than the closing price per share of the Company’s common stock on the effective date of grant. From time to time, management recommends stock option, restricted stock unit, and performance unit grants fornon-executive employees, and the grants, if approved by the Committee Chair and the Company’s Chief Executive Officer, are effective on or after the date of Committee action and have an exercise price equal to or greater than the closing price per share of the Company’s common stock on the effective date of grant.approval. We believe that our stock option, restricted stock unit and performance unit grant practices are appropriate and effectively eliminate any question regarding “timing” of grants in anticipation of material events.

ROLE OF EXECUTIVE OFFICERS IN DETERMINING EXECUTIVE COMPENSATION

In connection with Fiscal 20172023 compensation, Mr. Walsh,Perreault, aided by our corporate human resources department, provided statistical data and recommendations to the appropriate Committee to assist it in determining compensation levels. Mr. WalshPerreault did not make recommendations as to his own compensation and was excused from the Committee meeting when his compensation was discussed by the Committee. While the CommitteesCommittee utilized information provided by Mr. Walsh,Perreault, and valued Mr. Walsh’shis observations with regard to other executive officers, the ultimate decisions regarding executive compensation were made by the Committee for all named executive officers, except Messrs. Walsh and Sheridan,Mr. Perreault, for whom executive compensation decisions were made by the independent members of the appropriate Board of Directors following Committee recommendations.

upon recommendation of the Committee.

TAX CONSIDERATIONS

In Fiscal 2017,2023, we paid salary and annual bonus compensation to named executive officers that weremay not be fully deductible under U.S. federal tax law because it did not meet the statutory performance criteria.tax. Section 162(m) of the Code precludes us from deductingsets a $1,000,000 cap on the deduction for compensation paid by a publicly held corporation to a “covered employee,” which includes certain forms of compensation in excess of $1,000,000 paid to theour named executive officers in any one year. Our policy generally is to preserveofficers. Other than certain grandfathered awards, the

federal income tax deductibility Tax Cuts & Jobs Act of equity2017 (TCJA) eliminated the performance-based compensation paid to our executives by making it performance-based.exception under Section 162(m) for taxable years beginning after December 31, 2017. We will continue to consider and evaluate all of our compensation programs in light of federal tax law and regulations. Nevertheless, we believe that, in some circumstances, factors other than tax deductibility take precedence in determining the forms and amount of compensation, and we retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of our Company.

45

TABLE OF CONTENTS

  COMPENSATION OF EXECUTIVE OFFICERS

The following tables, narrative and footnotes provide information regarding the compensation of our Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers in Fiscal 2017.

Summary Compensation Table – Fiscal 2017

Name and Principal

Position

Fiscal

Year

Salary

($)(1)

Bonus

($)(2)

Stock

Awards

($)(3)

Option

Awards

($)(3)

Non-Equity

Incentive

Plan

Compensation

($)(4)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings ($)(5)

All

Other

Compensation

($)(6)

Total

($)

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)

J. L. Walsh

President and Chief

Executive Officer



2017
2016
2015


1,171,854

1,132,043

1,078,342



0

0

0



1,953,960

1,648,500

1,741,050



2,041,200

1,581,030

1,705,338



1,308,319

1,159,212

1,604,745



1,334,584

2,439,939

1,920,003



51,795

61,549

67,810



7,861,712

8,022,273

8,117,288


K. R. Oliver

Chief Financial

Officer



2017
2016
2015


549,003

540,944

532,902



0

0

0



565,620

494,550

539,726



604,800

479,100

501,570



367,492

332,020

475,465



0

0

0



91,649

136,640

101,087



2,178,564

1,983,254

2,150,750


J. E. Sheridan

President and Chief Executive Officer,

AmeriGas

Propane, Inc.



2017
2016
2015


551,943

541,082

526,474



31,250

0

0



881,140

699,474

1,300,299



400,680

311,415

319,920



0

0

352,471



0

0

0



67,742

54,108

88,145



1,932,755

1,606,079

2,587,309


R. Perreault

Vice President, UGI International


2017
2016

563,229

433,654



0

0



437,070

960,499


 (7) 


378,000

239,550



406,019

386,100



0

0



141,154

128,436



1,925,472

2,148,239


M. M. Gaudiosi

Vice President,

General Counsel

and Secretary



2017
2016
2015


458,833

447,655

434,611



0

0

0



462,780

362,670

365,621



453,600

335,370

351,099



266,281

238,232

336,194



0

0

0



67,472

63,956

72,447



1,708,966

1,447,883

1,559,972


2023 and two former executive officers.
Summary Compensation Table – Fiscal 2023
Name and Principal
Position
​​
Fiscal
Year
​​
Salary
($) (1)
​​
Bonus
($) (2)
​​
Stock
Awards
($) (3)
​​
Option
Awards
($) (3)
​​
Non-Equity
Incentive
Plan
Compensation
($) (4)
​​
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) (5)
​​
All
Other
Compensation
($) (6)
​​
Total
($)
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(j)
R. Perreault
Former President and CEO
​​
2023
​​
998,078
​​
0
​​
6,255,097
​​
1,478,593
​​
1,009,750
​​
0
​​
​218,652
​​
​9,960,170
​
2022
​​
934,610
​​
0
​​
3,146,467
​​
1,012,517
​​
790,763
​​
0
​​
176,337
​​
6,060,694
​
2021
​​
701,650
​​
0
​​
1,902,818(7)
​​
619,770(8)
​​
736,578
​​
0
​​
146,973
​​
4,107,789
S. P. O’Brien
Chief Financial
Officer
​​
2023
​​
286,057
​​
0
​​
838,006
​​
198,891
​​
201,950
​​
0
​​
124,619
​​
1,649,523
R. F. Beard
Chief Operations Officer
and Former Executive
Vice President, Natural Gas,
Global Engineering &
Construction, and
Procurement
​​
2023
​​
630,920
​​
0
​​
1,705,811
​​
403,219
​​
462,311
​​
676,660
​​
25,944
​​
3,904,865
​
2022
​​
569,532
​​
0
​​
785,941
​​
252,832
​​
557,273
​​
10,304
​​
20,474
​​
2,196,356
​
2021
​​
520,750
​​
0
​​
699,482
​​
225,382
​​
368,550
​​
16,300
​​
17,215
​​
1,847,679
J. Koerwer
Chief Information
Officer
​​
2023
​​
429,583
​​
0
​​
537,063
​​
126,941
​​
208,616
​​
0
​​
81,111
​​
1,383,314
J. A. Zagorski
Chief Human Resources
Officer
​​
2023
​​
527,770
​​
0
​​
842,920
​​
199,116
​​
298,735
​​
0
​​
98,316
​​
1,966,857
​
2022
​​
519,171
​​
0
​​
598,617
​​
192,638
​​
246,390
​​
0
​​
95,172
​​
1,651,988
​
2021
​​
484,061
​​
0
​​
605,281
​​
194,911
​​
373,790
​​
0
​​
118,931
​​
1,776,974
T. J. Jastrzebski
Former Chief Financial
Officer
​​
2023
​​
546,148
​​
150,000
​​
1,179,491
​​
278,818
​​
0
​​
0
​​
19,800
​​
2,174,257
​
2022
​​
727,661
​​
0
​​
957,511
​​
308,187
​​
394,616
​​
0
​​
116,028
​​
2,504,003
​
2021
​​
680,988
​​
0
​​
968,466
​​
311,880
​​
600,110
​​
0
​​
131,260
​​
2,692,704
M. M. Gaudiosi
Vice President,
General Counsel
and Secretary
​​
2023
​​
479,006
​​
0
​​
817,072
​​
193,187
​​
236,666
​​
0
​​
76,154
​​
1,802,085
​
2022
​​
554,735
​​
0
​​
672,768
​​
216,495
​​
263,232
​​
0
​​
85,150
​​
1,792,380
​
2021
​​
518,784
​​
0
​​
662,185
​​
213,182
​​
400,309
​​
0
​​
94,818
​​
1,889,278
(1)

The amounts shown in column (c) represent salary payments actually received during the fiscal year shown based on the number of pay periods within such fiscal year.

Mr. Perreault’s Fiscal 2021 salary reflects the portion of Fiscal 2021 that he served as Executive Vice President, Global LPG as well as his promotion to President and Chief Executive Officer (effective June 26, 2021). Mr. O’Brien’s Fiscal 2023 salary reflects his employment commencement date of April 11, 2023. Ms. Zagorski’s Fiscal 2021 salary reflects her employment commencement date of September 8, 2020. 

(2)

The amount shownSpecial one-time payment awarded upon Mr. Jastrzebski’s retirement in column (d) represents a discretionary cash bonus award to Mr. Sheridan. In addition, Mr. Sheridan was granted 2,106 units representing time-based AmeriGas Partners restricted units with a grant daterecognition of November 24, 2017. For additional information on the discretionary awards, see Compensation Discussion and Analysis - Discretionary Bonus Awards.

his assistance in transitioning his responsibilities.

(3)

The amounts shown in columns (e) and (f) represent the aggregate fair value of awards of performance units, restricted stock units, and stock options on the date of grant. The assumptions used in the calculation of the amounts shown are included in Note 2 and Note 1314 to our audited consolidated financial statements for Fiscal 2017,2023, which are included in our Annual Report on Form10-K. See the Grants of Plan-Based Awards Table for information on awards of performance units, restricted stock units, and stock options made in Fiscal 2017.

2023.

(4)

The amounts shown in this column represent payments made under the applicable performance-based annual bonus plan. For Fiscal 2017, Mr. Perreault received 10% of his payout in UGI Corporation common stock in compliance with the Company’s ongoing stock ownership requirements. For Fiscal 2016, Messrs. Oliver and Perreault each received 10% of their respective payouts in UGI Corporation common stock in compliance with the Company’s ongoing stock ownership requirements. For Fiscal 2015, Mr. Oliver received 10% and Ms. Gaudiosi received 7.4% of their respective payouts in UGI Corporation common stock in compliance with the Company’s ongoing stock ownership requirements.

(5)

The amount shown in column (h) of the Summary Compensation Table reflects the change from September 30, 20162022 to September 30, 20172023 in the actuarial present value of the named executive officer’s accumulated benefit under the

Company’s defined benefit and actuarial pension plans, including the UGI SERP for Mr. Walsh, and (ii) the above-market portion of earnings, if any, on nonqualified deferred compensation accounts. There were no above-market earnings on nonqualified deferred compensation accounts for Fiscal 2017. The change in pension value from year to year as reported in this column is subject to market volatility and may not represent the value that a named executive officer will actually accrue under the Company’s pension plan during any given year. The material terms of the Company’s pension plan and deferred compensation plans are described in the Pension Benefits TableBeard, and the Nonqualified Deferred Compensation Table, and the related narratives to each. Earnings on deferred compensation are considered above-market to the extent that the rate of interest exceeds 120 percent of the applicable federal long-term rate. For purposes of the Summary Compensation Table, the market rate on deferred compensation most analogous to the rate at the time the interest rate is set under the Company’s plan for Fiscal 2017 was 2.72 percent, which is 120 percent of the federal long-term rate for December 2016. Earnings on deferred compensation for Messrs. Oliver, Perreault and Sheridan and Ms. Gaudiosi are market-based and calculated in the same manner and at the same rate as earnings on externally managed investments available in a broad-based qualified plan.

46

TABLE OF CONTENTS

portion of earnings, if any, on nonqualified deferred compensation accounts. The change in pension value from year to year as reported in this column is subject to market volatility and may not represent the value that a named executive officer will actually accrue under the Company’s pension plan during any given year. The material terms of the Company’s pension plan and deferred compensation plans are described in the Pension Benefits Table and the Nonqualified Deferred Compensation Table, and the related narratives to each. Earnings on deferred compensation are considered above-market to the extent that the rate of interest exceeds 120% of the applicable federal long-term rate. For purposes of the Summary Compensation Table, the market rate on deferred compensation most analogous to the rate at the time the interest rate is set under the Company’s plan for Fiscal 2023 was 5.22%, which is 120% of the federal long-term rate for December 2022. Earnings on deferred compensation for Messrs. Perreault, O’Brien, Koerwer and Jastrzebski and Mses. Gaudiosi and Zagorski are market-based and calculated in the same manner and at the same rate as earnings on externally managed investments available in a broad-based qualified plan. The amounts included in column (h) of the Summary Compensation Table for Mr. Beard consist of the change in pension value, which represents an increase in Mr. Beard’s pension value of $676,660 in Fiscal 2023. There were no above-market earnings on deferred compensation for Mr. Beard in Fiscal 2023.
(6)

The table below shows the components of the amounts included for each named executive officer under column (i), All Other Compensation, in the Summary Compensation Table. None of the named executive officers received perquisites with an aggregate value of $10,000 or more during Fiscal 2017.

Name  

Employer

Contribution

to

401(k)

Savings Plan

($)

   

Employer Contribution to SSP, 2009

SERP, and AmeriGas

SERP, as applicable

($)

  Relocation
Expense
Reimbursement
($)		  

Total

($)

John L. Walsh

   5,961       45,834                      0  51,795

Kirk R. Oliver

   13,500       78,149                      0  91,649

Jerry E. Sheridan

   13,500       54,242                      0  67,742

Roger Perreault(a)

   13,500       83,425                      44,229  141,154

Monica M. Gaudiosi

   8,461       59,011                      0  67,472

Name
​​
Employer
Contribution to
401(k)
Savings Plan
($)
​​
Employer Contribution
to SSP, 2009
SERP, and AmeriGas
SERP as applicable
($)
​​
Relocation
Expense
Reimbursement
($)
​​
Other
Perquisites
($) (b)
​​
Total
($)
Roger Perreault
​​
19,800
​​
185,533
​​
0
​​
​13,319
​​
​218,652
Sean P. O’Brien (a)
​​
8,653
​​
33,551
​​
82,415
​​
0
​​
124,619
Robert F. Beard
​​
7,500
​​
18,444
​​
0
​​
0
​​
25,944
John Koerwer
​​
20,230
​​
48,570
​​
0
​​
12,311
​​
81,111
Judy Zagorski
​​
19,656
​​
67,400
​​
0
​​
11,260
​​
98,316
Ted J. Jastrzebski
​​
19,800
​​
0
​​
0
​​
0
​​
19,800
Monica M. Gaudiosi
​​
19,837
​​
56,317
​​
0
​​
0
​​
76,154
(a)
(a)

During Fiscal 2017,2023, Mr. PerreaultO’Brien received reimbursement for relocation expenses in connection with his commencement of employment in December of 2015April 2023 in accordance with the Company’s relocation policy.

(b)
During Fiscal 2016, Mr. Perreault2023, our named executive officers received $36,321the following perquisites: company tickets for relocation expenses in addition to the $10,640 disclosed in the Company’s proxy statement for Fiscal 2016.

sporting events, limited spousal travel, and financial planning advice.

(7)

Includes transition awards granted in connection with Mr. Perreault’s commencement of employmentpromotion to President and Chief Executive Officer of (i) 12,0009,550 UGI Corporation restricted units with a vesting date of December 7, 2018, (ii) 6,000 performance units for the three-year measurement period ending December 31, 2017,2023 and (iii) 3,000 performance(ii) 6,540 UGI Corporation restricted stock units for the three-year measurement period ending December 31, 2016.

with a vesting date of June 27, 2024.
(8)
Includes 34,210 option awards granted June 28, 2021 in connection with Mr. Perreault’s promotion to President and Chief Executive Officer which vest in three equal annual installments.
47

TABLE OF CONTENTS

Grants of Plan-Based Awards in Fiscal 2017

2023

The following table and footnotes provide information regarding equity andnon-equity plan grants to the named executive officers in Fiscal 2017.

Grants of Plan-Based Awards Table – Fiscal 2017 
         

Estimated Possible Payouts

Under

Non-Equity Incentive Plan

Awards (1)

 

  

Estimated Future Payouts

Under Equity Incentive

Plan Awards (2)

 

  

All

Other

Stock

Awards:

Number

of

Shares

  

All Other

Option

Awards:

Number of

Securities

  

Exercise

or Base

Price of

  

Grant

Date
Fair

Value of

Stock

and

 
Name 

Grant

Date

  

Board

Action

Date

  

Thres-

hold

($)

  

Target

($)

  

Maximum

($)

  

Thres-

hold

(#)

  

Target

(#)

  

Maximum

(#)

  

of Stock

or Units

(#)(3)

  

Underlying

Options

(#) (4)

  

Option

Awards

($/Sh)

  

Option

Awards

($)

 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j)  (k)  (l)  (m) 

J. L. Walsh

  10/01/16   11/17/16   880,035   1,466,725   2,933,450            
   01/01/17   11/17/16              270,000   46.08   2,041,200 
   01/01/17   11/17/16               9,500   38,000   76,000               1,953,960 

K. R. Oliver

  10/01/16   11/17/16   247,192   411,986   823,973            
   01/01/17   11/17/16              80,000   46.08   604,800 
   01/01/17   11/17/16               2,750   11,000   22,000               565,620 

J. E. Sheridan

  10/01/16   11/17/16   228,456   441,888   883,776            
   01/01/17   11/17/16              53,000   46.08   400,680 
   01/01/17   11/17/16        963   5,500   11,000        361,020 
   01/01/17   11/17/16               2,750   11,000   22,000               527,120 

R. Perreault

  10/01/16   11/17/16   219,866   366,443   732,885            
   01/01/17   11/17/16              50,000   46.08   378,000 
   01/01/17   11/17/16               2,125   8,500   17,000               437,070 

M. M. Gaudiosi

  10/01/16   11/17/16   179,113   298,522   597,043            
   01/01/17   11/17/16              60,000   46.08   453,600 
   01/01/17   11/17/16               2,250   9,000   18,000               462,780 

2023.
Grants of Plan-Based Awards Table – Fiscal 2023
Name
​​
Grant
Date
​​
Board
Action
Date
​​
Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards (1)
​​
Estimated Future
Payouts Under
Equity Incentive
Plan Awards (2)
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (3)
​​
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#) (4)
​​
Exercise
or Base
Price of
Option
Awards
($/Sh)
​​
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
​
Thres-
hold
($)
​​
Target
($)
​​
Maximum
($)
​​
Thres-
hold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(j)
​​
(k)
​​
(l)
​​
(m)
R. Perreault
​​
10/1/2022
​​
11/16/2022
​​
31,250
​​
1,250,000
​​
2,375,000
​​
​​
​​
​​
​​
​​
​​
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
​​
157,130
​​
41.45
​​
1,478,593
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
35,830
​​
​​
​​
1,485,154
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
26,870
​​
53,740
​​
107,480
​​
​​
​​
​​
2,467,741
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
9,665
​​
38,660
​​
77,320
​​
​​
​​
​​
2,302,203
S. O’Brien
​​
4/11/2023
​​
2/22/2023
​​
5,925
​​
236,986
​​
450,274
​​
​​
​​
​​
​​
​​
​​
​
4/11/2023
​​
2/22/2023
​​
​​
​​
​​
​​
​​
​​
​​
26,950
​​
35.34
​​
198,891
​
4/11/2023
​​
2/22/2023
​​
​​
​​
​​
​​
​​
​​
5,660
​​
​​
​​
200,024
​
4/11/2023
​​
2/22/2023
​​
​​
​​
​​
4,245
​​
8,490
​​
16,980
​​
​​
​​
​​
332,129
​
4/11/2023
​​
2/22/2023
​​
​​
​​
​​
1,895
​​
7,580
​​
15,160
​​
​​
​​
​​
305,853
R. Beard
​​
10/1/2022
​​
11/16/2022
​​
11,654
​​
521,310
​​
993,430
​​
​​
​​
​​
​​
​​
​​
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
​​
42,850
​​
41.45
​​
403,219
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
9,770
​​
​​
​​
404,967
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
7,330
​​
14,660
​​
29,320
​​
​​
​​
​​
673,187
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
2,635
​​
10,540
​​
21,080
​​
��​
​​
​​
627,657
J. Koerwer
​​
10/1/2022
​​
11/16/2022
​​
6,456
​​
258,251
​​
490,678
​​
​​
​​
​​
​​
​​
​​
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
​​
13,490
​​
41.45
​​
126,941
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
3,080
​​
​​
​​
127,666
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
2,305
​​
4,610
​​
9,220
​​
​​
​​
​​
211,691
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
830
​​
3,320
​​
6,640
​​
​​
​​
​​
197,706
J. J. Zagorski
​​
10/1/2022
​​
11/16/2022
​​
9,245
​​
369,813
​​
702,646
​​
​​
​​
​​
​​
​​
​​
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
​​
21,160
​​
41.45
​​
199,116
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
4,830
​​
​​
​​
200,204
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
3,620
​​
7,240
​​
14,480
​​
​​
​​
​​
332,461
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
1,303
​​
5,210
​​
10,420
​​
​​
​​
​​
310,256
T. Jastrzebski
​​
10/1/2022
​​
11/16/2022
​​
9,845
​​
393,795
​​
748,211
​​
​​
​​
​​
​​
​​
​​
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
​​
29,630
​​
41.45
​​
278,818
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
6,760
​​
​​
​​
280,202
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
5,065
​​
10,130
​​
20,260
​​
​​
​​
​​
465,170
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
1,823
​​
7,290
​​
14,580
​​
​​
​​
​​
434,120
M. Gaudiosi
​​
10/1/2022
​​
11/16/2022
​​
7,730
​​
309,189
​​
587,459
​​
​​
​​
​​
​​
​​
​​
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
​​
20,530
​​
41.45
​​
193,187
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
​​
​​
​​
4,680
​​
​​
​​
193,986
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
3,510
​​
7,020
​​
14,040
​​
​​
​​
​​
322,358
​
1/12/2023
​​
11/16/2022
​​
​​
​​
​​
1,263
​​
5,050
​​
10,100
​​
​​
​​
​​
300,728
(1)

The amounts shown under this heading relate to bonus opportunities under the relevant company’s annual bonus plan for Fiscal 2017.2023. See Compensation Discussion and Analysis for a description of the annual bonus plans. Payments for these awards have already been determined and are included in theNon-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table. TheFor 80% of the bonus opportunity, the threshold amount shown for Messrs. Walsh and Oliver and Ms. Gaudiosi is based on achievement of 80 percent of the UGI Corporation financial goal. TheFor 10% of their bonus opportunity, the threshold amount shown for Mr. Sheridan is based on achievement of (i) 90 percent ofa safety performance score using the financial goal with the resulting amount modified to the extent provided for above or below target achievement of the safety modifier goal,OSHA Recordable Injury Rate and (ii) 85 percent of the customer service goal. The threshold amount shown for Mr. Perreault is based on achievement of 70 percent of the UGI International financial goal.

Accountable Vehicle Accident Rate
48

TABLE OF CONTENTS

calculations. The remaining 10% of their bonus opportunity is based on achievement of the diversity and inclusion metric. For Mr. Beard, the aformentioned bonus opportunity applied to the period December 1, 2022 through September 30, 2023. For the period from October 1, 2022 to November 30, 2022, Mr. Beard’s bonus opportunity was as follows: for 80% of his bonus opportunity, the threshold amount was based on achievement of the relevant financial goal for each component of his annual bonus (UGI Utilities/Mountaineer, UGI Energy Services and UGI Corporation); for 10% of his bonus opportunity, the threshold amount is based on achievement of a safety performance score at UGI Utilities/Mountaineer and UGI Energy Services; and for 10% of his bonus opportunity, the amount is based on achievement of the diversity and inclusion metric.
(2)

The awards shown for Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi are performance units under the Company’s 20132021 Plan, as described in the Compensation Discussion and Analysis. Performance units are forfeitable until the end of the performance period in the event of termination of employment, withpro-rated forfeitures in the case of termination of employment due to retirement, death or disability. In the case of a change in control of the Company, outstanding performance units and dividend or distribution equivalents will only be paid for a qualifying termination of employment and will be paid in cash in an amount equal to the greater of (i) the target award, or (ii) the award amount that would be payable if the performance period ended on the date of the change in control as determined by the Committee, based on the Company’s achievement of the performance goal as of the date of the change in control, as determined by the Committee.

See Compensation Discussion and Analysis for additional information.

The awards shown for Mr. Sheridan are performance units under the AmeriGas 2010 Plan, as described in the Compensation Discussion and Analysis. Terms of these awards with respect to forfeitures and change in control, as defined in the AmeriGas 2010 Plan, are fashioned in a similar manner to the terms of the performance units granted under the Company’s 2013 Plan.

(3)

The awards shown for Mr. Perreault are restrictedRestricted stock units are granted under the Company’s 2013 Plan2021 Plan. Restricted stock units are time-based and generally cliff vest in connection withthree years, subject to continued employment. In the commencementevent of Mr. Perreault’stermination of employment before the end of the vesting period, restricted stock units will be forfeited in full. If termination of employment occurs due to retirement, death or disability, the participant will forfeit a pro-rated portion of the restricted stock units based on December 7, 2015. Eachthe amount of time the participant served as an employee during the vesting period. In the case of a change in control of the Company, outstanding restricted stock unit representsunits and dividend or distribution equivalents will only be paid for a sharequalifying termination of UGI common stockemployment and will vestbe paid in cash in an amount equal to the greater of (i) the target award, or (ii) the award amount that would be payable if the performance period ended on the third anniversarydate of Mr. Perreault’s employment commencement date.

the change in control as determined by the Committee, based on the Company’s achievement of the performance goal as of the date of the change in control, as determined by the Committee. See Compensation Discussion and Analysis for additional information.

(4)

Options are granted under the Company’s 20132021 Plan. Under the Company’s 20132021 Plan, the option exercise price is not less than 100 percent100% of the fair market value of the Company’s common stock on the effective date of the grant, which is either the date of the grant or a specified future date.grant. The term of each option is generally ten10 years, which is the maximum allowable term. The options become exercisable in three equal annual installments beginning on the first anniversary of the grant date. All options are nontransferable and generally exercisable only while the optionee is employed by the Company or an affiliate, with exceptions for exercise following termination without cause, retirement, disability or death. In the case of termination without cause, the option will be exercisable only to the extent that it has vested as of the date of termination of employment and the option will terminate upon the earlier of the expiration date of the option and the expiration of the13-month period commencing on the date of termination of employment. If termination of employment occurs due to retirement, the option will thereafter become exercisable as if the optionee had continued to be employed by, or continued to provide service to, the Company, and the option will terminate upon the original expiration date of the option. If termination of employment occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of employment and the original expiration date, and vesting continues in accordance with the original vesting schedule. In the event of death of the optionee while an employee, the option will become fully vested and the option term will be shortened to the earlier of the expiration of the12-month period following the optionee’s death and the original expiration date. Options are subject to adjustment in the event of recapitalizations, stock splits, mergers, and other similar corporate transactions affecting the Company’s common stock. In the event of a change in control, unvested options become exercisable only for a qualifying termination of employment.

49

TABLE OF CONTENTS

Outstanding Equity Awards atYear-End

The following table shows the outstanding stock option, performance unit, and performancerestricted unit awards held by the named executive officers at September 30, 2017.

Outstanding Equity Awards atYear-End Table – Fiscal 2017 
   Option Awards  Stock Awards 
Name 

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

  

Number of

Securities

Underlying

Options

Unexercisable

(#)

  

Option

Exercise

Price

($)

  

Option

Expiration

Date

  

Number

of Shares

or Units

of Stock

That
Have

Not

Vested

(#)

  

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)

  

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#)

  

Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested

($)

 
(a) (b)  (c)  (e)  (f)  (g)  (h)  (i)  (j) 

J. L. Walsh

  50,000 (1)     16.13   12/31/2019   0   0     
   187,500 (2)     21.06   12/31/2020         
   187,500 (3)     19.60   12/31/2021         
   178,500 (4)     21.81   12/31/2022         
   129,000 (5)     25.50   03/31/2023         
   405,000 (6)     27.64   12/31/2023         
   204,000 (7)   102,000 (7)   37.98   12/31/2024       45,000 (12)   2,273,400 
   110,000 (8)   220,000 (8)   33.76   12/31/2025       50,000 (13)   2,343,000 
       270,000 (9)   46.08   12/31/2026           38,000 (14)   1,780,680 

K. R. Oliver

  93,000 (4)     21.81   12/31/2022   0   0     
   116,250 (6)     27.64   12/31/2023         
   60,000 (7)   30,000 (7)   37.98   12/31/2024       13,950 (12)   704,754 
   33,333 (8)   66,667 (8)   33.76   12/31/2025       15,000 (13)   702,900 
       80,000 (9)   46.08   12/31/2026           11,000 (14)   515,460 

J. E. Sheridan

        12/31/2023   0   0   6,950 (15)   624,666 
   40,000 (10)   20,000 (10)   38.05   1/20/2025       13,300 (16)   597,702 
   21,666 (8)   43,334 (8)   33.76   12/31/2025       6,700 (17)   301,098 
     53,000 (9)   46.08   12/31/2026       12,000 (18)   539,280 
               5,500 (19)   247,170 
                           11,000 (20)   494,340 

R. Perreault

  16,666 (8)   33,334 (8)   33.76   12/31/2025         
     50,000 (9)   46.08   12/31/2026       6,000 (22)   303,120 
           12,000(21)   562,320     
               7,500 (13)   351,450 
                           8,500 (14)   398,310 

M. M. Gaudiosi

  75,000 (11)     17.75   04/22/2022   0   0     
   75,000 (4)     21.81   12/31/2022         
   75,000 (6)     27.64   12/31/2023         
   42,000 (7)   21,000 (7)   37.98   12/31/2024       9,450 (12)   477,414 
   23,333 (8)   46,667 (8)   33.76   12/31/2025       11,000 (13)   515,460 
       60,000 (9)   46.08   12/31/2026           9,000 (14)   421,740 

2023.

Outstanding Equity Awards at Year-End Table – Fiscal 2023
Name
​​
Option Awards
​​
Stock Awards
​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Options
Unexercisable
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
​​
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)
(a)
​​
(b)
​​
(c)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(j)
R. Perreault
​​
33,334(1)
​​
​​
33.76
​​
12/31/2025
​​
​​
​​
​​
​
50,000(2)
​​
​​
46.08
​​
12/31/2026
​​
​​
​​
​​
​
50,000(3)
​​
​​
46.95
​​
12/31/2027
​​
​​
​​
​​
​
44,860(4)
​​
​​
56.25
​​
1/29/2029
​​
​​
​​
​​
​
109,010(5)
​​
​​
45.16
​​
12/31/2029
​​
​​
​​
​​
​
37,666(6)
​​
18,834(6)
​​
34.96
​​
12/31/2030
​​
9,150(17)
​​
210,450
​​
15,010(21)
​​
0
​
22,806(7)
​​
11,404(7)
​​
46.90
​​
6/27/2031
​​
6,540(18)
​​
150,420
​​
9,550(21)
​​
0
​
39,753(8)
​​
79,507(8)
​​
45.91
​​
12/31/2031
​​
22,900(19)
​​
526,700
​​
35,230(22)
​​
0
​
​​
157,130(9)
​​
41.45
​​
1/11/2033
​​
35,830(20)
​​
824,090
​​
38,660(23)
​​
0
​
​​
​​
​​
​​
​​
​​
53,740(24)
​​
0
S. O’Brien
​​
0(10)
​​
26,950
​​
35.34
​​
4/10/2033
​​
5,660(25)
​​
130,180
​​
8,490(23)
​​
0
​
​​
​​
​​
​​
​​
​​
7,580(24)
​​
0
R. Beard
​​
32,400(11)
​​
​​
37.98
​​
12/31/2024
​​
​​
​​
​​
​
39,000(1)
​​
​​
33.76
​​
12/31/2025
​​
​​
​​
​​
​
33,000(2)
​​
​​
46.08
​​
12/31/2026
​​
​​
​​
​​
​
33,000(3)
​​
​​
46.95
​​
12/31/2027
​​
​​
​​
​​
​
41,410(12)
​​
​​
53.35
​​
12/31/2028
​​
​​
​​
​​
​
73,240(5)
​​
​​
45.16
​​
12/31/2029
​​
​​
​​
​​
​
27,220(6)
​​
13,610(6)
​​
34.96
​​
12/31/2030
​​
6,610(17)
​​
152,030
​​
10,840(21)
​​
0
​
9,926(8)
​​
19,854(8)
​​
45.91
​​
12/31/2031
​​
5,720(19)
​​
131,560
​​
8,800(22)
​​
0
​
​​
42,850(9)
​​
41.45
​​
1/11/2033
​​
9,770(20)
​​
224,710
​​
10,540(23)
​​
0
​
​​
​​
​​
​​
​​
​​
14,660(24)
​​
0
J. Koerwer
​​
15,000(16)
​​
​​
46.08
​​
12/29/2026
​​
​​
​​
​​
​
14,000(3)
​​
​​
46.95
​​
12/31/2027
​​
​​
​​
​​
​
10,900(12)
​​
​​
53.35
​​
12/31/2028
​​
​​
​​
​​
​
16,180(5)
​​
​​
45.16
​​
12/31/2029
​​
​​
​​
​​
​
10,506(6)
​​
5,254(6)
​​
34.96
​​
12/31/2030
​​
2,550(17)
​​
58,650
​​
4,190(21)
​​
0
​
3,753(8)
​​
7,507(8)
​​
45.91
​​
12/31/2031
​​
2,160 (19)
​​
49,680
​​
3,330(22)
​​
0
​
​​
13,490(9)
​​
41.45
​​
1/11/2033
​​
3,080(20)
​​
70,840
​​
3,320(23)
​​
0
​
​​
​​
​​
​​
​​
​​
4,610(24)
​​
0
J. Zagorski
​​
26,590(15)
​​
​​
33.35
​​
9/7/2030
​​
5,720(17)
​​
131,560
​​
9,380(21)
​​
0
​
23,540(6)
​​
11,770(6)
​​
34.96
​​
12/31/2030
​​
4,360(19)
​​
100,280
​​
6,700(22)
​​
0
​
7,563(8)
​​
15,127(8)
​​
45.91
​​
12/31/2031
​​
4,830(20)
​​
111,090
​​
5,210(23)
​​
0
​
​​
21,160(9)
​​
41.45
​​
1/11/2033
​​
​​
​​
7,240(24)
​​
0
T. Jastrzebski (14)
​​
​​
​​
​​
​​
​​
​​
​​
M. Gaudiosi
​​
75,000(13)
​​
​​
27.64
​​
12/31/2023
​​
​​
​​
​​
​
63,000(11)
​​
​​
37.98
​​
12/31/2024
​​
​​
​​
​​
​
70,000(1)
​​
​​
33.76
​​
12/31/2025
​​
​​
​​
​​
​
60,000(2)
​​
​​
46.08
​​
12/31/2026
​​
​​
​​
​​
​
60,000(3)
​​
​​
46.95
​​
12/31/2027
​​
​​
​​
​​
​
47,680(12)
​​
​​
53.35
​​
12/31/2028
​​
​​
​​
​​
​
74,100(5)
​​
​​
45.16
​​
12/31/2029
​​
​​
​​
​​
​
25,746(6)
​​
12,874(6)
​​
34.96
​​
12/31/2030
​​
5,216(17)
​​
119,968
​​
10,260(21)
​​
0
​
8,500(8)
​​
17,000(8)
​​
45.91
​​
12/31/2031
​​
2,450(19)
​​
56,350
​​
5,020(22)
​​
0
​
​​
20,530(9)
​​
41.45
​​
1/11/2033
​​
780(20)
​​
17,940
​​
841(23)
​​
0
​
​​
​​
​​
​​
​​
​​
1,755(24)
​​
0
Note: Column (d) was intentionally omitted.

(1)

These options were granted effective January 1, 20102016 and were fully vested on January 1, 2013.

2019.
50

TABLE OF CONTENTS

(2)

These options were granted effective January 1, 20112017 and were fully vested on January 1, 2014.

2020.
(3)

These options were granted effective January 1, 20122018 and were fully vested on January 1, 2015.

2021.
(4)

These options were granted effective January 30, 2019 and were fully vested on January 30, 2022.

(5)
These options were granted effective January 1, 20132020 and were fully vested on January 1, 2016.

2023.
(5)(6)

These options were granted effective AprilJanuary 1, 20132021. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 1, 2024.

(7)
These options were granted effective June 28, 2021 in connection with Mr. Walsh’sPerreault’s promotion to President and Chief Executive Officer in 20132021. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on June 28, 2024.
(8)
These options were granted effective January 1, 2022. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 1, 2025.
(9)
These options were granted effective January 12, 2023. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 12, 2026.
(10)
These options were granted in connection with the commencement of Mr. O’Brien’s employment effective April 11, 2023 and will be fully vested on April 10, 2026.
(11)
These options were granted effective January 1, 2015 and were fully vested on AprilJanuary 1, 2016.

2018.
(6)(12)

These options were granted effective January 1, 2019 and were fully vested on January 1, 2022.

(13)
These options were granted effective January 1, 2014 and were fully vested on January 1, 2017.

(7)(14)

All the options, performance units and restricted stock units granted to Mr. Jastrzebski were forfeited as of June 2, 2023 due to his voluntary retirement.

(15)
These options were granted in connection with the commencement of Ms. Zagorski’s employment effective September 8, 2020. These options were fully vested on September 8, 2023.
(16)
These options were granted in connection with the commencement of Mr. Koerwer’s employment effective December 30, 2016. These options were fully vested on December 29, 2019.
(17)
These restricted stock units were granted effective January 1, 2015. 2021 and will fully vest on January 1, 2024. In connection with her retirement on July 14, 2023, Ms. Gaudiosi forfeited a pro-rated portion of her award based on the amount of time she served as an employee during the vesting period.
(18)
These optionsrestricted stock units were granted effective June 28, 2021 in connection with Mr. Perreault’s promotion to President and Chief Executive Officer in 2021. These units vest 33 1/3 percent on eachthe third anniversary of the grant date and will be fully vested on January 1, 2018.

June 28, 2024.
(8)(19)

These optionsrestricted stock units were granted effective January 1, 2016. These options vest 33 1/3 percent on each anniversary of the grant date2022 and will be fully vestedvest on January 1, 2019.

2025. In connection with her retirement on July 14, 2023, Ms. Gaudiosi forfeited a pro-rated portion of her award based on the amount of time she served as an employee during the vesting period.

(9)(20)

These optionsrestricted stock units were granted effective January 1, 2017. These options vest 33 1/3 percent on each anniversary of the grant date12, 2023 and will be fully vestedvest on January 1, 2020.

12, 2026. In connection with her retirement on July 14, 2023, Ms. Gaudiosi forfeited a pro-rated portion of her award based on the amount of time she served as an employee during the vesting period.
(10)(21)

These optionsperformance units were granted effectiveawarded January 21, 2015. These options vest 33 1/3 percent on each anniversary of the grant date and will be fully vested on January 21, 2018.

(11)

These options were granted effective April 23, 2012 in connection1, 2021, with the commencementexception of Ms. Gaudiosi’s employment and were fully vestedMr. Perreault’s promotional grant that was awarded on April 23, 2015.

(12)

June 28, 2021. The amount shown relates to a target award of performance units granted effective January 1, 2015. The performance measurement period for thesethe performance unitsgoal is January 1, 20152021 through December 31, 2017.2023. The value of the number of performance units that may be earned at the end of the performance period is based on the Company’s TSR relative to that of each of the companies in the Russell Midcap Utility Index, excluding telecommunications companies,UGI Performance Peer Group as of the first day of the performance measurement period. The actual number of performance units and accompanying dividend equivalents earned may be higher (up to 200% of the target award) or lower than the amount shown, based on the TSR performance through the end of the performance period. The performance units will be payable, if at all, on January 1, 2018.2024. As of October 31, 2017,September 30, 2023, the Company’s TSR ranking (16 out of 33 companies) would qualify for 107% leverageno payout of the target number of performance units originally granted. See Compensation Discussion andAnalysis - Long-TermCompensationLong Term Compensation - Fiscal 2017 2023 Equity Awards for more information on the TSR performance goal measurements.

(13)(22)

These performance units were awarded January 1, 2016.2022. The measurement period for the performance goal is January 1, 20162022 through December 31, 2018.2024. The performance goal is the same as described in footnote 12,21 above, but is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2019.

(14)

These performance units were awarded January 1, 2017. The measurement period for the performance goal is January 1, 2017 through December 31, 2019. The performance goal is the same as described in footnote 12, but is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2020.

(15)

The amount shown relates to a target award of AmeriGas Partners performance units granted effective January 21, 2015. The performance measurement period for these units is January 1, 2015 through December 31, 2017. The value of the number of performance units that may be earned at the end of the performance period is based on the AmeriGas Partners’ TURCompany’s TSR relative to that of each of the master limited partnerships in the Alerian MLP Index as of the first day of the performance measurement period and then modified based on AmeriGas Partners’ three-year TUR relative to the TUR of the other companies in the Propane MLP Group. The actual numberUGI Performance Peer Group as of units and accompanying distribution equivalents earned may be higher (up to 200% of the target award) or lower than the amount shown, based on TUR performance through the end of the performance period. This number is then modified as follows: (i) if AmeriGas Partners’ TUR ranks first in the Propane MLP Group for the three-year period, then the performance unit payout will be leveraged at 130%; (ii) if AmeriGas Partners’ TUR ranks second in the Propane MLP Group for the three-year period, then the performance unit payout will be leveraged at 100%; and (iii) if AmeriGas Partners’ TUR ranks third in the Propane MLP Group for the three-year period, then the performance unit payout will be leveraged at 70%. The overall payout is capped at 200% of the target number

51

TABLE OF CONTENTS

the first day of the performance measurement period. The performance units will be payable, if at all, on January 1, 2025. In connection with her retirement on July 14, 2023, Ms. Gaudiosi forfeited a pro-rated portion of her award based on the amount of time she served as an employee during the vesting period.
(23)
These performance units awarded.were awarded January 12, 2023, with the exception of Mr. O’Brien who was awarded these units on April 11, 2023. The performance units will be payable, if at all, on January 1, 2018. As of October 31, 2017, AmeriGas Partners’ TUR ranking (1 out of 38 companies) would qualify for 200% leverage of the target number of performance units originally granted. See Compensation Discussion andAnalysis - Long-TermCompensation - Fiscal 2017 Equity Awards for more information on the TUR performance goal measurements.

(16)

The amount shown relates to a target award of AmeriGas Partners performance units granted effective January 21, 2015. The performance measurement period for these unitsthe performance goal is October 1, 2014 through September 30, 2017, but payable, if at all, on January 1, 2018.2023 through December 31, 2025. The performance goal is the same as described in footnote 21 above, but is measured for a different three-year period. The value of the number of performance units that may be earned at the end of the performance period is based on AmeriGas Partners’ customer gain/loss performance during the three-year performance period, but measured based on annual targets,Company’s TSR relative to that of each with aone-third weighting. The annual amounts are then subject to adjustment depending on the overall achievement of a cumulative three-year performance goal. If the three-year cumulative customer gain/loss goal is exceeded, then each year’s individual result will be leveraged at 130%. If the three-year cumulative customer gain/loss goal is not met, then each year’s individual result will be leveraged at 70%. The overall payout is capped at 200% of the target number of performance units awarded. Based on customer gain/loss performance during Fiscal 2015, Fiscal 2016 and Fiscal 2017, nonecompanies in the UGI Performance Peer Group as of the targets were achieved and no payout is expected under this grant. See Compensation Discussion andAnalysis - Long-TermCompensation - Fiscal 2017 Equity Awards for more information onfirst day of the performance goal measurements.

(17)

These performance units were awarded January 1, 2016. The measurement period for the performance goal is January 1, 2016 through December 31, 2018. The performance goal is the same as described in footnote 15, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2019.

2026. In connection with her retirement on July 14, 2023, Ms. Gaudiosi forfeited a pro-rated portion of her award based on the amount of time she served as an employee during the vesting period.
(18)(24)

The amount shown relates to a target award of AmeriGas Partners performance units granted effective January 1, 2016. The performance measurement period for these performance units is October 1, 2015 through September 30, 2018, but will be payable, if at all, on January 1, 2019. The value of the number of performance units that may be earned at the

end of the performance period is based on AmeriGas Partners’ customer gain/loss performance during the three-year performance period. The overall payout is capped at 200 percent of the target number of performance units awarded. See Compensation Discussion andAnalysis - Long-TermCompensation - Fiscal 2017 Equity Awards for more information on the performance goal measurements.

(19)

These performance units were awarded January 1, 2017.12, 2023, with the exception of Mr. O’Brien who was awarded these units on April 11, 2023. The measurement period for the performance goal is JanuaryOctober 1, 20172022 through December 31, 2019.September 30, 2024, with an additional one-year vesting period. The performance goal is based on a predetermined adjusted earnings per share for the samefiscal year ending September 30, 2024. The actual amount of the award of Performance Units may be higher or lower than the Target Award, or it may be zero, based on UGI’s adjusted earnings per share, as describeddetermined by the Committee in footnote 15, but it is measuredits sole discretion (payment for intermediate levels of performance to be determined by interpolation with a different three-yearminimum payout of 50% and a maximum payout of 110%). In connection with her retirement on July 14, 2023, Ms. Gaudiosi forfeited a pro-rated portion of her award based on the amount of time she served as an employee during the vesting period. The performance units will be payable, if at all, on January 1, 2020.

(20)(25)

The amount shown relates to a target award of AmeriGas Partners performance units granted effective January 1, 2017. The performance goal is the same as described in footnote 18, but it is measured for a different three-year period. The performance units will be payable, if at all, on January 1, 2020.

(21)

These restricted units were granted effective December 7, 2015April 11, 2023 in connection with the commencement of Mr.  Perreault’s employment andO’Brien’s employment. All units will fully vest on December 7, 2018.

the third anniversary of Mr. O’Brien’s employment commencement date, on April 11, 2026.
(22)

The amount shown relates to a target award of performance units granted December 7, 2015. The performance measurement period for these performance units is January 1, 2015 through December 31, 2017. The performance goal is the same as described in footnote 12. The performance units will be payable, if at all, on January 1, 2018.

52

TABLE OF CONTENTS

Option Exercises and Stock Vested in Fiscal 2017

2023

The following table sets forth (i) the number of shares of UGI Corporation common stock acquired by the named executive officers in Fiscal 20172023 from the exercise of stock options, (ii) the value realized by those officers upon the exercise of stock options based on the difference between the market price for our common stock on the date of exercise and the exercise price for the options, (iii) the number of performance units and stock units previously granted to the named executive officers that vested in Fiscal 2017,2023, and (iv) the value realized by those officers upon the vesting of such units based on the closing market price for shares of our common stock or for Mr. Sheridan, common units of AmeriGas Partners, on the vesting date.

Option Exercises and Stock Vested Table – Fiscal 2017 
    Option Awards   Stock Awards 
Name  

Number of Shares

Acquired on

Exercise

(#)

   

Value Realized on

Exercise

($)

   

Number of

Shares Acquired

on Vesting

(#)

   

Value Realized

on Vesting

($)

 
(a)  (b)   (c)   (d)   (e) 

J. L. Walsh

   137,500    4,408,353    126,000    5,806,080 

K. R. Oliver

   19,500    497,482    39,000    1,797,120 

J. E. Sheridan

   28,500    553,048    31,000    1,485,520 

R. Perreault

   0    0    6,000    276,480 

M. M. Gaudiosi

   0    0    25,500    1,175,040 

Option Exercises and Stock Vested Table – Fiscal 2023
 
​​
Option Awards
​​
Stock Awards
Name
​​
Number of
Shares Acquired
on Exercise
(#)
​​
Value Realized
on Exercise
($)
​​
Number of
Shares Acquired
on Vesting
(#)
​​
Value Realized
on Vesting
($)
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
R. Perreault
​​
16,666
​​
20,666
​​
0
​​
0
S. O’Brien
​​
0
​​
0
​​
0
​​
0
R. Beard
​​
0
​​
0
​​
0
​​
0
J. Koerwer
​​
0
​​
0
​​
0
​​
0
J. Zagorski
​​
0
​​
0
​​
3,000
​​
72,150
T. Jastrzebski
​​
0
​​
0
​​
0
​​
0
M. Gaudiosi
​​
75,000
​​
1,012,710
​​
0
​​
0
Pension Benefits

The following table shows (i) the number of years of credited service for the named executive officers under the Company’s defined benefit retirement plan (which we refer to below asUGI Pension Plan and the “UGI Pension Plan”) and its supplemental executive retirement plan (which we refer to below as the “UGI SERP”),UGI SERP, (ii) the actuarial

present value of accumulated benefits under those plans as of September 30, 2017,2023, and (iii) any payments made to the named executive officers in Fiscal 20172023 under those plans.

Pension Benefits Table – Fiscal 2017 
Name    Plan Name  

Number of

Years of Credited

Service

(#)

   

Present Value of

Accumulated

Benefit

($)

   

Payments During

Last Fiscal Year

($)

 
(a)    (b)  (c)   (d)   (e) 
     UGI SERP   12    8,518,623          0 

J. L. Walsh

    UGI Pension Plan   12    808,441    0 

K. R. Oliver

    None   0    0    0 

J. E. Sheridan

    None   0    0    0 

R. Perreault

    None   0    0    0 

M. M. Gaudiosi

    None   0    0    0 

Pension Benefits Table – Fiscal 2023
Name
​​
Plan Name
​​
Number of
Years of Credited
Service
(#)
​​
Present Value of
Accumulated
Benefit
($)(1)
​​
Payments During
Last Fiscal Year
($)
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
R. Perreault
​​
None
​​
0
​​
0
​​
0
S. O’Brien
​​
None
​​
0
​​
0
​​
0
R. Beard
​​
UGI SERP
​​
33
​​
3,118,256
​​
0
​
UGI Pension Plan
​​
33
​​
1,351,922
​​
0
J. Koerwer
​​
None
​​
0
​​
0
​​
0
J. Zagorski
​​
None
​​
0
​​
0
​​
0
T. Jastrzebski
​​
None
​​
0
​​
0
​​
0
M. Gaudiosi
​​
None
​​
0
​​
0
​​
0
(1)
Messrs. Perreault, O’Brien, Koerwer, and Jastrzebski and Mses. Gaudiosi and Zagorski do not participate in any defined benefit pension plan.
The Company participates in the UGI Pension Plan to provide retirement income to its employees hired prior to January 1, 2009. The UGI Pension Plan pays benefits based upon final average earnings, consisting of base salary or wages and annual bonuses and years of credited service. Benefits vest after the participant completes five years of vesting service.
53

TABLE OF CONTENTS

The UGI Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 62 with ten10 years of service and reduced, but subsidized, early retirement benefits at age 55 with ten10 years of service. Employees terminating prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or an unsubsidized benefit as early as age 55, provided they had 10 years of service at termination. Employees who have attained age 50 with 15 years of service and are involuntarily terminated by the Company prior to age 55 are also eligible for subsidized early retirement benefits, beginning at age 55.

The UGI Pension Plan’s normal retirement benefit formula is (A) – (B) and is shown below:

A = The lowerminimum of (1) and (2), where

(1) = 1.9% of five-year final average earnings (as defined in the UGI Pension Plan) multiplied by years of service;

(2) = 60% of the highest year of earnings; and

(1) =
1.9% of five-year final average earnings (as defined in the UGI Pension Plan) multiplied by years of service;
(2) =
60% of the highest year of year of earnings; and
B = 1% of the estimated primary Social Security benefit multiplied by years of service.

service (maximum 35)

The amount of the benefit produced by the formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his early retirement date. The reduction factors range from 65 percent65% at age 55 to 100 percent100% (no reduction) at age 62.

The normal form of benefit under the UGI Pension Plan for a married employee is a 50 percent50% joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments.

A different formula (the “CPG Formula”) applies to Mr. Beard as a result of his prior service with a predecessor company that was acquired by Utilities. Under the CPG Formula, the Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 60 with 10 years of service and reduced, but subsidized, early retirement benefits at age 55 with 10 years of service. Employees terminating prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or a reduced benefit as early as age 55, provided they had five years of service at termination.
The CPG normal retirement benefit formula is (A) + (B) and is shown below:
A. =
1.08% of five-year final average earnings (as defined in the Plan) up to Social Security Covered Compensation multiplied by years of service up to 35 years; and
B. =
1.35% of five-year final average earnings (as defined in the Plan) above Social Security Covered Compensation multiplied by years of service up to 35 years.
The amount of the benefit produced by the CPG formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his early retirement date. The reduction factors range from 65% at age 55 to 100% (no reduction) at age 60.
The normal form of benefit under the CPG Formula for a married employee is a 50% joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments.
The UGI Pension Plan is subject to qualified-plan Code limits on the amount of annual benefit that may be paid, and on the amount of compensation that may be taken into account in calculating retirement benefits under the plan. For plan year 2017,2023, the limit on the compensation that may be used is $270,000$330,000 and the limit on annual benefits payable for an employee retiring at age 65 in 20172023 is $215,000.$265,000. Benefits in excess of those permitted under the statutory limits are paid from the UGI SERP, described below.

Mr. WalshBeard is currently eligible for reduced early retirement benefits under the UGI Pension Plan.CPG Formula.
54

TABLE OF CONTENTS

UGI Corporation Supplemental Executive Retirement Plan

The UGI SERP is anon-qualified defined benefit plan that provides retirement benefits that would otherwise be provided under the UGI Pension Plan to employees hired prior to January 1, 2009, but are prohibited from

being paid from the UGI Pension Plan by Code limits. The benefit paid by the UGI SERP is approximately equal to the difference between the benefits provided under the UGI Pension Plan to eligible participants and benefits that would have been provided by the UGI Pension Plan if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Code. Benefits vest after the participant completes 5five years of vesting service. The benefits earned under the UGI SERP are payable in the form of a lump sum payment or rolled over to the Company’s nonqualified deferred compensation plan. For participants who attained age 50 prior to January 1, 2004, theThe lump sum payment is calculated using two interest rates. One rate is for service prior to January 1, 2004 and the other is for service after January 1, 2004. The rate forpre-January 1, 2004 service is the daily average of Moody’s Aaa bond yields for the month in which the participant’s termination date occurs, plus 50 basis points, andtax-adjusted using the highest marginal federal tax rate. The interest rate for post-January 1, 2004 service is the daily average often-year10-year Treasury Bond yields in effect for the month in which the participant’s termination date occurs. The latter rate is used for calculating the lump sum payment for participants attaining age 50 on or after January 1, 2004. Payment is due within 60 days after the termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of asix-month postponement period following “separation from service” as defined in the Code.

Actuarial assumptions used to determine values in the Pension Benefits Table —- Fiscal 2017

2023

The amounts shown in the Pension Benefit Table above are actuarial present values of the benefits accumulated through September 30, 2017.2023. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. The assumed retirement age for each named executive is age 62, which is the earliest age at which the executive could retire without any benefit reduction due to age. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. The key assumptions included in the calculations are as follows:
 
​​
September 30, 2023
​​
September 30, 2022
Discount rate for Pension Plan for all purposes and for SERP, for pre-retirement calculations
​​
6.09% (UGI Pension Plan)
6.19% (SERP)
​​
5.70% (UGI Pension Plan)
5.80% (SERP)
SERP lump sum rates
​​
5.00%
​​
4.10%
Retirement age
​​
62
​​
62
Postretirement mortality for UGI Pension Plan
​​
PRI-2012 blue collar table, decreased by 4.50%; projected forward on a generational basis using Scale MP-2019
​​
PRI-2012 blue collar table, decreased by 4.90%; projected forward on a generational basis using Scale MP-2019
Postretirement Mortality for SERP
​​
1994 GAR Unisex
​​
1994 GAR Unisex
Preretirement Mortality
​​
none
​​
none
Termination and disability rates
​​
none
​​
none
Form of payment – qualified plan
​​
Single life annuity
​​
Single life annuity
Form of payment – nonqualified plan
​​
Lump sum
​​
Lump sum
55

TABLE OF CONTENTS

   September 30, 2017 September 30, 2016

Discount rate for UGI Pension Plan for

all purposes and for SERP, for

pre-commencement calculations

 

4.00% (UGI Pension Plan)

3.40% (SERP)

 

3.80% (UGI Pension Plan)

3.00% (SERP)

SERP lump sum rate

 

2.50% for applicablepre-2004 service;

2.30% for other service

 

2.40% for applicablepre-2004 service;

1.60% for other service

Retirement age

 62 62

Postretirement mortality for Pension

Plan

 

RP-2014 blue collar table, adjusted to 2006 using

MP-2014 with rates then decreased by 4.3%; projected forward on a generational basis using ScaleBB-2D

 

RP-2014 blue collar table, adjusted to 2006 using

MP-2014 with rates then decreased by 4.3%; projected forward on a generational basis using ScaleBB-2D

Postretirement Mortality for SERP

 1994 GAR Unisex 1994 GAR Unisex

Preretirement Mortality

 none none

Termination and disability rates

 none none

Form of payment – qualified plan

 Single life annuity Single life annuity

Form of payment – nonqualified plan

 Lump sum Lump sum

Nonqualified Deferred Compensation

The following table shows the contributions, earnings, withdrawals and account balances for each of the named executive officers who participate in the Company’s SSP and the 2009 UGI SERP, and the AmeriGas SERP.

Nonqualified Deferred Compensation Table – Fiscal 2017 
Name  Plan Name  

Executive

Contributions

in Last

Fiscal Year ($)

   

Employer

Contributions

in Last

Fiscal Year ($)

   

Aggregate

Earnings

in Last

Fiscal

Year ($)

   

Aggregate

Withdrawals/

Distributions

($)

   

Aggregate

Balance at

Last Fiscal

Year-End

($)(4)

 
    (a)  (b)   (c)   (d)   (e)   (f) 

J. L. Walsh

  SSP      0               45,834(1)    35,200    0               508,736 

K. R. Oliver

  2009 UGI SERP      0               78,149(2)    12,093    0               445,615 

J. E. Sheridan

  AmeriGas SERP      0               54,242(3)    27,760    0               797,421 

R. Perreault

  2009 UGI SERP      0               83,425(2)    1,595    0               77,263 

M. M. Gaudiosi

  2009 UGI SERP      0               59,011(2)    7,579    0               324,403 

Nonqualified Deferred Compensation Table – Fiscal 2023
Name
​​
Plan Name
​​
Executive
Contributions
in Last
Fiscal Year
($)
​​
Employer
Contributions
in Last
Fiscal Year
($)
​​
Aggregate
Earnings in
Last Fiscal Year
($)
​​
Aggregate
Withdrawals/
Distributions
($)
​​
Aggregate
Balance at Last
Fiscal Year-End
($)(3)
 
​​
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
R. Perreault
​​
2009 UGI SERP
​​
0
​​
185,533 (1)
​​
18,348
​​
0
​​
787,096
S. O’Brien
​​
2009 UGI SERP
​​
0
​​
33,551 (1)
​​
0
​​
0
​​
0
R. Beard
​​
SSP
​​
0
​​
18,444 (2)
​​
0
​​
0
​​
115,012
J. Koerwer
​​
2009 UGI SERP
​​
0
​​
48,570 (1)
​​
5,805
​​
0
​​
212,424
J. Zagorski
​​
2009 UGI SERP
​​
0
​​
67,400 (1)
​​
3,035
​​
0
​​
130,184
T. Jastrzebski
​​
2009 UGI SERP
​​
0
​​
0 (1)
​​
8,289
​​
0
​​
441,322
M. Gaudiosi
​​
2009 UGI SERP
​​
0
​​
56,317 (1)
​​
23,378
​​
0
​​
855,429
(1)
(1)

This amount represents the employer contribution to the Company’s SSP, which is also reported in the Summary Compensation Table in the “All Other Compensation” column.

(2)

This amount represents the employer contribution to the 2009 UGI SERP, which is also reported in the Summary Compensation Table in the “All Other Compensation” column.

(2)
(3)

This amount represents the employer contribution to the AmeriGas SERP,Company’s SSP, which is also reported in the Summary Compensation Table in the “All Other Compensation” column.

(3)
(4)

The aggregate balances do not include the Company contributions for Fiscal 20172023 set forth in column (c) since the Company contributions occur after fiscal year end.

The SSP is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the UGI Savings Plan in the absence of Code limitations. Benefits vest after the participant completes five years of service. The SSP is intended to pay an amount substantially equal to the difference between the Company matching contribution that would have been made under the UGI Savings Plan if the Code limitations were not in effect and the Company match actually made under the UGI Savings Plan. The Code compensation limit for plan year 20172023 was $270,000.$305,000. Under the SSP, the participant is credited with a Company match on compensation in excess of Code limits using the same formula applicable to contributions to the UGI Savings Plan, which is a match of 50 percent50% on the first 3 percent3% of eligible compensation, and a match of 25 percent25% on the next 3 percent,3%, assuming that the employee contributed to the UGI Savings Plan the lesser of 6 percent6% of eligible compensation and the maximum amount permissible under the Code. Amounts credited to the participant’s account are credited with interest. The rate of interest currently in effect is the rate produced by blending the annual return on the Standard and Poor’s 500 Index (60 percent(60% weighting) and the annual return on the Barclays Capital U.S. Aggregate Bond Index (40 percent(40% weighting). Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of asix-month postponement period following “separation from service” as defined in the Code.

The AmeriGas SERP is a nonqualified deferred compensation plan that is intended to provide retirement benefits to certain AmeriGas Propane employees. Under the plan, AmeriGas Propane credits to each participant’s account annually an amount equal to 5 percent of the participant’s compensation (salary and annual bonus) up to the Code compensation limit ($270,000 in plan year 2017) and 10 percent of compensation in excess of such limit. In addition, if any portion of AmeriGas Propane’s matching contribution under the AmeriGas Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Benefits vest on the fifth anniversary of a participant’s employment commencement date. Participants direct the investment of their account balances among a number of funds, which are generally the same funds available to participants in the AmeriGas Savings Plan, other than the UGI

Corporation stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of asix-month postponement period following “separation from service” as defined in the Code. Amounts payable under the AmeriGas SERP may be deferred in accordance with the Company’s 2009 Deferral Plan. See COMPENSATION DISCUSSION AND ANALYSIS – UGI Corporation 2009 Deferral Plan, page 38.

The AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan is a nonqualified deferred compensation plan that provides benefits to certain employees that would otherwise be provided under the AmeriGas Savings Plan. The plan is intended to permit participants to defer up to $10,000 of annual compensation that would generally not be eligible for contribution to the AmeriGas Savings Plan due to Code limitations and nondiscrimination requirements. Participants may direct the investment of deferred amounts into a number of funds. The funds available are the same funds available under the AmeriGas Savings Plan, other than the UGI Corporation stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of asix-month postponement period following “separation from service” as defined in the Code.

The 2009 UGI SERP is a nonqualified deferred compensation plan that is intended to provide retirement benefits to executive officers who are not eligible to participate in the UGI Pension Plan, having been hired on or after January 1, 2009. Under the 2009 UGI SERP, the Company credits to each participant’s account annually an amount equal to 5 percent5% of the participant’s compensation (salary and annual bonus) up to the Code compensation limit ($270,000305,000 in plan year 2017)2023) and 10 percent10% of compensation in excess of such limit. In addition, if any portion of the Company��sCompany’s matching contribution under the UGI Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Benefits vest on the fifth anniversary of a participant’s employment commencement date. Participants direct the investment of their account balances among a number of mutual funds, which are generally the same funds available to participants in the UGI Savings Plan, other than the UGI Corporation stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by

56

TABLE OF CONTENTS

Section 409A of the Code, payment is made within 15 days after expiration of asix-month postponement period following “separation from service” as defined in the Code. Amounts payable under the 2009 UGI SERP may be deferred in accordance with the UGI Corporation 2009 Deferral Plan. See COMPENSATION DISCUSSION AND ANALYSIS – UGI Corporation 2009 Deferral Plan, As Amended and Restated Effective June 15, 2017, page 38.

43.

Potential Payments Upon Termination or Change in Control

Severance Pay Plan for Senior Executive Employees

Named Executive Officers Employed by UGI Corporation.

The UGI Corporation Senior Executive Employee Severance Plan (the “UGI“2021 Severance Plan”), effective October 1, 2021, provides for payment to certain senior level employees of UGI, including Messrs. Walsh, OliverPerreault, O’Brien, Beard, and PerreaultKoerwer and Ms. Gaudiosi,Zagorski, in the event their employment is terminated without fault on their part. Benefits are payable to a seniorcovered executive covered by the UGI Severance Plan if the senior executive’s employment is involuntarily terminated for any reason other than for “just cause” or as a result of the senior executive’s death or disability. Under the UGI2021 Severance Plan, “just cause” generally means dismissal of an executive due to (i) theft or misappropriation of funds, (ii) conviction of a felony or crime involving moral turpitude, (iii) material breach of the Company’s codeCode of conductBusiness Conduct and Ethics or other written employment policies, (iv) breach of a written restrictive covenant agreement, (v) gross misconduct in the performance of his or her duties, or (vi) the intentional refusal or failure to perform his or her material duties.

Except as provided herein,

Under the UGI2021 Severance Plan, provides for cash paymentsseverance is equal to athe participant’s annual compensation (including base salary and bonus) at the time of separation multiplied by the severance period for a period of time ranging from six months to 18 months, depending on length of service

(the “Continuation Period”). In the case of Mr. Walsh, the Continuation Period is 30 months. In addition, aparticipant’s employment classification. A participant also may receive an annual bonus for his or her year of termination, subject to the Committee’s discretion and not to exceed the amount of his or her bonus under the Annual Bonus Plan,pro-rated for the number of months served in the fiscal year prior to termination. The levels of severance payments were established by the Committee based on competitive practice and are reviewed by management and the Committee from time to time.

Under the UGI2021 Severance Plan, a participant also receivesmay receive a payment equal to the cost the participant would have incurred to continue medical and dental coverage under the Company’s plans for the Continuation Periodparticipant’s severance period (less the amount the participant would be required to contribute for such coverage if the participant were an active employee), provided continued medical and dental coverage would not result in adverse tax consequences to the participant or the Company and is permitted under the applicable medical and dental plans. The maximum period for calculating the payment of such benefits is 18 months (30 months in the case of Mr. Walsh). The UGI2021 Severance Plan also provides for outplacement services for a period of six months (or up to 12 months followingfor participants who are a participant’s termination of employment and reimbursement for tax preparation services, if eligible, for the final year of employment.

party to a change in control agreement).

In order to receive benefits under the UGI2021 Severance Plan, a participant is required to execute a release that discharges UGI and its subsidiaries from liability for any claims the senior executive may have against any of them, other than claims for amounts or benefits due to the executive under any plan, program or contract provided by or entered into with UGI or its subsidiaries. The UGI2021 Severance Plan also requires a senior executive to ratify any existing post-employment activities agreement (which restricts the senior executive from competing with the Company following termination of employment) and to cooperate in attending to matters pending at the time of termination of employment.

Named Executive Officers Employed by AmeriGas Propane.    The AmeriGas Propane, Inc. Senior Executive Employee Severance Plan (the “AmeriGas Severance Plan”) provides for payment to certain senior level employees of AmeriGas Propane, including Mr. Sheridan, in the event their employment is terminated without fault on their part. Specified benefits are payable to a senior executive covered by the AmeriGas Severance Plan if the senior executive’s employment is involuntarily terminated for any reason other than for “just” cause or as a result of the senior executive’s death or disability. Under the AmeriGas Severance Plan, “just cause” generally means dismissal of an executive due to (i) misappropriation of funds, (ii) conviction of a felony or crime involving moral turpitude, (iii) material breach of AmeriGas Propane’s code of conduct or other written employment policies, (iv) breach of a written restrictive covenant agreement, (v) gross misconduct in the performance of his or her duties, or (vi) the intentional refusal or failure to perform his or her material duties.

Except as provided herein, the AmeriGas Severance Plan provides for cash payments equal to a participant’s compensation for a period of time ranging from six months to 18 months, depending on length of service (the “AmeriGas Continuation Period”). In the case of Mr. Sheridan, the AmeriGas Continuation Period ranges from 12 months to 24 months, depending on length of service at time of termination. In addition, a participant may receive an annual bonus for his or her year of termination, subject to the Committee’s discretion and not to exceed the amount of his or her bonus under the Annual Bonus Plan,pro-rated for the number of months served in the fiscal year prior to termination. The levels of severance payments were established by the Committee based on competitive practice and are reviewed by management and the Committee from time to time.

Under the AmeriGas Severance Plan, a participant also receives a payment equal to the cost the participant would have incurred to continue medical and dental coverage under AmeriGas Propane’s plans for the AmeriGas Continuation Period (less the amount the participant would be required to contribute for such coverage if the participant were an active employee), provided continued medical and dental coverage would not result in adverse tax consequences to the participant or AmeriGas Propane and is permitted under the applicable medical and dental plans. The AmeriGas Severance Plan also provides for outplacement services for a period of 12 months following a participant’s termination of employment and reimbursement for tax preparation services, if eligible, for the final year of employment.

In order to receive benefits under the AmeriGas Severance Plan, a participant is required to execute a release that discharges AmeriGas Propane and its affiliates from liability for any claims the senior executive may have against any of them, other than claims for amounts or benefits due to the executive under any plan, program or contract provided by or entered into with AmeriGas Propane or its affiliates. Each senior executive is also required to ratify any existing post-employment activities agreement (which restricts the senior executive from competing with AmeriGas Propane and its affiliates following termination of employment) and to cooperate in attending to matters pending at the time of termination of employment.

Change in Control Arrangements

Named Executive Officers Employed by UGI Corporation.

Messrs. Walsh, OliverO’Brien, Beard, and PerreaultKoerwer and Ms. GaudiosiZagorski each have an agreement with the Company that provides benefits in the event of a change in control. Mr. Walsh’s agreement has a term of one year with automaticone-year extensions each year, unless in each case, prior to a change in control, the Company terminates such agreement with required advance notice. Each of Messrs. Oliver’s and Perreault’s and Ms. Gaudiosi’s agreement has a term of three years with automaticone-year extensions each year, unless, prior to a change in control, the Company terminates such agreement with required advance notice. In the absence of a change in control or termination by the Company, each agreement will terminate when, for any reason, the executive terminates his or her employment with the Company. A change in control is generally deemed to occur in the following instances:

Any person (other than certain persons or entities affiliated with the Company), together with all affiliates and associates of such person, acquires securities representing 20 percent20% or more of either (i) the then outstanding shares of common stock, or (ii) the combined voting power of the Company’s then outstanding voting securities;

Individuals who at the beginning of any24-month period constitute the Board of Directors (the “Incumbent Board”), and any new Director whose election by the Board of Directors, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Board, cease for any reason to constitute a majority;

57

TABLE OF CONTENTS

The Company is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another corporation in a transaction in which former shareholders of the Company do not own more than 50 percent50% of the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation; or

The Company is liquidated or dissolved.

The Company will provide each of Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosiour named executive officers with cash benefits if we terminate his or herthe named executive officer’s employment without “cause” or if he or shethe named executive officer terminates employment for “good reason” at any time within two years following a change in control of the Company. “Cause” generally includes (i) misappropriation of funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company. “Good reason” generally includes a material diminution in authority, duties, responsibilities or base compensation; a material breach by the Company of the terms of the agreement; and substantial relocation requirements. If the events trigger a payment following a change in control, the benefits payable to each of Messrs. Walsh, Oliver, and Perreault and Ms. Gaudiosiour named executive officers will be as specified under his or her change in control agreement unless payments under the UGI2021 Severance Plan described above would be greater, in which case benefits would be provided under the UGI2021 Severance Plan.

Benefits

Our named executive officers would receive benefits under this arrangement would betheir respective change in control agreements equal to threea multiple times the named executive officer’s base salary and annual bonus. Each executive would also receivebonus plus the cash equivalent of his or her target bonus, prorated for the number of months served in the fiscal year. The multiple for each named executive officer is set forth in the table below. In addition, Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi are eachour named executive officers would be entitled to receive a payment equal to the cost he or she would incur if he or she enrolled in the Company’s medical and dental plans for three years (lesstheir continuation period (set forth in the table below), less the amount he or she would be

required to contribute for such coverage if he or she were an active employee). Mr. Walshemployee. The named executive officers would also have benefits under the UGI SERP and Messrs. Oliver and Perreault and Ms. Gaudiosi would havereceive benefits under the 2009 UGI SERP (except for Mr. Beard, who would receive such benefits under the UGI SERP), calculated as if each of them had continued in employment for three years. In addition,the continuation period.

Name
​​
Change in Control Multiple
​​
Continuation Period
Sean P. O’Brien
​​
2.5x
​​
2.5 years
Robert F. Beard
​​
2x
​​
2 years
John Koerwer
​​
2.5x
​​
2.5 years
Judy Zagorski
​​
3x
​​
3 years
For each of the named executive officers, outstanding performance units, stock units and dividend equivalents will only be paid for a qualifying termination of employment and will be paid in cash based on the fair market value of the Company’s common stock in an amount equal to the greater of (i) the target award, and (ii) the award amount that would have been paid if the performance unit measurement period ended on the date of the change in control, as determined by the Compensation and Management Development Committee. For treatment of stock options, see the Grants of Plan-Based Awards Table.

The

None of the change in control benefits for Mr. Walshour named executive officers are subject to a “conditionalgross-up” for excise and related taxes in the event they would constitute “excess parachute payments,” as defined in Section 280G of the Code. The Company will provide the taxgross-up if the aggregate parachute value of benefits is greater than 110 percent of the maximum amount that may be paid under Section 280G of the Code without imposition of an excise tax. If the parachute value does not exceed the 110 percent threshold, the benefits for Mr. Walsh will be reduced to the extent necessary to avoid imposition of the excise tax on “excess parachute payments.” The Company discontinued the use of a taxgross-up in July of 2010 for executives who enter into change in control agreements subsequent thereto. As a result, Messrs. Oliver’s and Perreault’s and Ms. Gaudiosi’s benefits are not subject to a “conditionalgross-up” for excise and related taxes in the event they would constitute “excess parachute payments,” as defined in Section 280G of the Code.

In order to receive benefits under his or hertheir change in control agreement,agreements, each of Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosiour named executive officers is required to execute a release that discharges the Company and its subsidiaries from liability for any claims he or shethe named executive officer may have against any of them, other than claims for amounts or benefits due under any plan, program or contract provided by or entered into with the Company or its subsidiaries.

58

Named Executive Officers Employed by AmeriGas Propane    Mr. Sheridan has an agreement with AmeriGas Propane that provides benefits in the event of a change in control. His agreement has a term of one year and is automatically extended forone-year terms each year unless, prior to a change in control, AmeriGas Propane terminates his agreement with required advance notice. In the absence of a change in control or termination by AmeriGas Propane, his agreement will terminate when, for any reason, he terminates his employment with AmeriGas Propane. A change in control is generally deemed to occur in the following instances:

TABLE OF CONTENTS

Any person (other than certain persons or entities affiliated with the Company), together with all affiliates and associates of such person, acquires securities representing 20 percent or more of either (i) the then outstanding shares of common stock, or (ii) the combined voting power of the Company’s then outstanding voting securities;

Individuals who at the beginning of any24-month period constitute the Company’s Board of Directors (the “Incumbent Board”), and any new Director whose election by the Board of Directors, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Board, cease for any reason to constitute a majority;

The Company is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another corporation in a transaction in which former shareholders of the Company do not own more than 50 percent of the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation;

AmeriGas Propane, AmeriGas Partners or AmeriGas Propane, L.P. is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another entity in a transaction with respect to which all of the individuals and entities who were owners of AmeriGas Propane’s voting securities or the outstanding units of the Partnership immediately prior to such transaction do not, following such

transaction, own more than 50 percent of the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation, or if the resulting entity is a partnership, the former unitholders do not own more than 50 percent of the outstanding common units in substantially the same proportion as their ownership immediately prior to the transaction;

The Company, AmeriGas Propane, AmeriGas Partners or AmeriGas Propane, L.P. (the “Operating Partnership”) is liquidated or dissolved;

The Company fails to own more than 50 percent of the general partnership interests of AmeriGas Partners or the Operating Partnership;

The Company fails to own more than 50 percent of the outstanding shares of common stock of AmeriGas Propane; or

AmeriGas Propane is removed as the general partner of AmeriGas Partners or the Operating Partnership.

AmeriGas Propane will provide Mr. Sheridan with cash benefits if there is a termination of his employment without “cause” or if he terminates employment for “good reason” at any time within two years following a change in control. “Cause” generally includes (i) misappropriation of funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of AmeriGas Propane. “Good reason” generally includes a material diminution in authority, duties, responsibilities or base compensation; a material breach by AmeriGas Propane of the terms of the agreement; and substantial relocation requirements. If the events trigger a payment following a change in control, the benefits payable to Mr. Sheridan will be as specified under his change in control agreement unless payments under the AmeriGas Severance Plan described above would be greater, in which case benefits would be provided under the AmeriGas Severance Plan.

Benefits under this arrangement would be equal to three times Mr. Sheridan’s base salary and annual bonus. Mr. Sheridan would also receive the cash equivalent of his target bonus, prorated for the number of months served in the fiscal year. In addition, he is entitled to receive a payment equal to the cost he would incur if he enrolled in AmeriGas Propane’s medical and dental plans for three years (less the amount he would be required to contribute for such coverage if he were an active employee). Mr. Sheridan would also receive his benefits under the AmeriGas SERP calculated as if he had continued in employment for three years. In addition, outstanding performance units and distribution equivalents will only be paid for a qualifying termination of employment and will be paid in cash based on the fair market value of AmeriGas Partners common units in an amount equal to the greater of (i) the target award, and (ii) the award amount that would have been paid if the measurement period ended on the date of the change in control, as determined by the AmeriGas Propane Compensation/Pension Committee. For treatment of stock options, see the Grants of Plan-Based Awards Table.

AmeriGas Propane discontinued the use of a taxgross-up in November of 2010 and, as a result, Mr. Sheridan’s benefits are not subject to a “conditionalgross-up” for excise and related taxes in the event they would constitute “excess parachute payments,” as defined in Section 280G of the Code.

In order to receive benefits under his change in control agreement, Mr. Sheridan is required to execute a release that discharges AmeriGas Propane and its affiliates from liability for any claims he may have against any of them, other than claims for amounts or benefits due under any plan, program or contract provided by or entered into with AmeriGas Propane or its affiliates.

Potential Payments Upon Termination or Change in Control

The amounts shown in the table below are merely estimates of the incremental amounts that would be paid out to the named executive officers if their termination had occurred on the last day of Fiscal 2017.2023 and are based on the 2021 Severance Plan, the severance plan in effect on such date. The

actual amounts to be paid out can only be determined at the time of such named executive officer’s termination of employment. The amounts set forth in the table below do not include compensation to which each named executive officer would be entitled without regard to histhe named executive officer’s termination of employment, including (i) base salary and short-term incentives that have been earned but not yet paid, and (ii) amounts that have been earned, but not yet paid, under the terms of the plans reflected in the Pension Benefits Table and the Nonqualified Deferred Compensation Table. There are no incremental payments in the event of voluntary resignation, termination for cause, disability or upon retirement.

Potential Payments Upon Termination or Change in Control Table – Fiscal 2017 
Name & Triggering Event  

Severance

Pay($)(1)(2)

   

Equity

Awards with

Accelerated

Vesting($)(3)

   

Nonqualified

Retirement

Benefits($)(4)

   

Welfare &

Other

Benefits($)(5)

   Total($) 

J. L. Walsh

               

Death

   0    8,262,620    7,192,064    0    15,454,684 

Involuntary Termination Without Cause

   6,950,021    0    8,531,511    63,152    15,544,684 

Termination Following Change in Control

   9,725,158    11,128,578    12,438,585    8,594,947    41,887,268 

K. R. Oliver

               

Death

   0    2,496,249    0    0    2,496,249 

Involuntary Termination Without Cause

   1,114,476    0    0    40,541    1,155,017 

Termination Following Change in Control

   2,337,486    3,345,181    247,890    84,029    6,014,586 

J. E. Sheridan

               

Death

   0    2,502,664    0    0    2,502,664 

Involuntary Termination Without Cause

   1,994,444    0    0    77,513    2,071,957 

Termination Following Change in Control

   2,691,888    3,954,331    257,774    104,944    7,008,937 

R. Perreault

               

Death

   0    1,686,229    0    0    1,686,229 

Involuntary Termination Without Cause

   910,252    0    0    36,339    946,591 

Termination Following Change in Control

   2,420,599    2,200,865    159,040    56,020    4,836,524 

M. M. Gaudiosi

               

Death

   0    1,771,649    0    0    1,771,649 

Involuntary Termination Without Cause

   869,776    0    0    28,062    897,838 

Termination Following Change in Control

   1,830,522    2,420,515    186,836    31,895    4,469,768 

Potential Payments Upon Termination or Change in Control Table – Fiscal 2023
Name & Triggering Event
​​
Severance
Pay
($)(1)(2)
​​
Equity Awards
with Accelerated
Vesting
($)(3)
​​
Nonqualified
Retirement
Benefits
($)(4)
​​
Welfare & Other
Benefits
($)(5)
​​
Total
($)
R. Perreault
​​
​​
​​
​​
​​
Death
​​
0
​​
3,451,035
​​
0
​​
0
​​
3,451,035
Involuntary Termination Without Cause
​​
5,750,000
​​
0
​​
0
​​
49,784
​​
5,799,784
Termination Following Change in Control
​​
8,000,000
​​
5,212,030
​​
625,500
​​
78,184
​​
13,915,714
S. O’Brien
​​
​​
​​
​​
​​
Death
​​
0
​​
181,515
​​
0
​​
0
​​
181,515
Involuntary Termination Without Cause
​​
2,187,501
​​
0
​​
0
​​
52,006
​​
2,239,507
Termination Following Change in Control
​​
3,312,501
​​
499,790
​​
0
​​
53,343
​​
3,865,634
R. Beard
​​
​​
​​
​​
​​
Death
​​
0
​​
1,065,552
​​
2,996,908
​​
0
​​
4,062,460
Involuntary Termination Without Cause
​​
2,292,813
​​
0
​​
3,300,523
​​
45,453
​​
5,638,789
Termination Following Change in Control
​​
2,877,876
​​
1,539,620
​​
4,600,951
​​
52,390
​​
9,070,837
J. Koerwer
​​
​​
​​
​​
​​
Death
​​
0
​​
381,033
​​
0
​​
0
​​
381,033
Involuntary Termination Without Cause
​​
1,291,257
​​
0
​​
0
​​
50,662
​​
1,341,919
Termination Following Change in Control
​​
1,979,927
​​
534,520
​​
0
​​
51,104
​​
2,565,551
J. Zagorski
​​
​​
​​
​​
​​
Death
​​
0
​​
746,868
​​
0
​​
0
​​
746,868
Involuntary Termination Without Cause
​​
1,716,992
​​
0
​​
0
​​
42,974
​​
1,759,966
Termination Following Change in Control
​​
3,076,098
​​
999,120
​​
219,936
​​
80,409
​​
4,375,563
(1)

Amounts shown under “Severance Pay” in the case of involuntary termination without cause are calculated under the terms of the UGI2021 Severance Plan for Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi and the AmeriGas Severance Plan for Mr. Sheridan.Plan. We assumed that 100 percent100% of the target annual bonus was paid.

(2)

Amounts shown under “Severance Pay” in the case of termination following a change in control are calculated under the officer’s change in control agreement.

(3)

In calculating the amounts shown under “Equity Awards with Accelerated Vesting”, we assumed (i) the continuation of the Company’s dividend (and AmeriGas Partners’ distribution, as applicable) at the rate in effect on September 30, 2017;2023; and (ii) performance at the greater of actual through September 30, 20172023 and target levels with respect to performance units.

(4)

Amounts shown under “Nonqualified Retirement Benefits” are in addition to amounts shown in the Pension Benefits Table – Fiscal 20172023 and the Nonqualified Deferred Compensation Table – Fiscal 2017.

2023. Mr. Beard participates in the UGI SERP and the UGI Pension Plan, each a defined benefit plan, while Messrs. O’Brien and Koerwer and Ms. Zagorski participate in the 2009 SERP, a defined contribution plan.
(5)

Amounts shown under “Welfare and Other Benefits” include estimated payments for (i) medical and dental insurance premiums, (ii) outplacement services and (iii) tax preparation services, and (iv) an estimated Code Section 280G taxgross-up payment of $8,536,896 for Mr. Walsh in the event of a change in control.

services.

Market Price of Shares

The closing price of our Common Stock, as reported on the New York Stock Exchange Composite Tape on November 14, 2017,29, 2023, was $48.71.$21.84.
59

TABLE OF CONTENTS

CEO Pay Ratio

The Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules adopted by the SEC require disclosure of the ratio of the annual total compensation of its chief executive officer to the annual total compensation of its median employee. As permitted by SEC rules, we used the same median employee for Fiscal 2023 that we identified for Fiscal 2022 because there were no significant changes to the global employee population nor significant changes to employee compensation arrangements in Fiscal 2023. The following table shows the ratio of the annual total compensation of our former Chief Executive Officer, Roger Perreault, to that of our median employee for Fiscal 2023. In calculating the pay ratio, we did not utilize the “de minimis” exception, statistical sampling or other similar methods, or any cost-of-living adjustment, as permitted by applicable SEC regulations.
Annual total compensation of our former CEO for Fiscal 2023
​​
$9,960,170
Annual total compensation of our median employee for Fiscal 2023
​​
$67,391
Ratio of annual total compensation of our former CEO to the annual total compensation of our median employee for Fiscal 2023
​​
148 to 1
Methodology:
1.
Because there were no significant changes to our workforce or employee compensation arrangements in Fiscal 2023, the median employee that we used for purposes of calculating CEO pay ratio for Fiscal 2023 is the same median employee that we identified for disclosure in Fiscal 2022.
2.
With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for Fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K using Target Total Cash Compensation (base salary equivalent and overtime, plus incentive compensation and commissions) as our consistently applied compensation measure.
3.
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total column (column (j))” of our Fiscal 2023 Summary Compensation Table included in this Proxy Statement.
The SEC regulations for identifying the median-paid employee and calculating the CEO pay ratio allow companies to apply various methodologies and assumptions and, as a result, the CEO pay ratio reported above may not be comparable to the CEO pay ratio reported by other companies.
60

TABLE OF CONTENTS

Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the U.S. Securities and Exchange Commission. The disclosure does not necessarily reflect value actually realized by the NEOs or how the Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Committee seeks to align pay with performance when making compensation decisions, please see the Compensation Discussion and Analysis beginning on page 29.

 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
Value of Initial Fixed $100
Investment Based on:
​​
 
​​
 
Fiscal
Year
​​
Summary
Compensation
Table Total
for PEO
as of Fiscal
Year End(1)
​​
Summary
Compensation
Table Total
for Former
PEO(1)
​​
Compensation
Actually Paid
to PEO
as of Fiscal
Year End(1)(2)
​​
Compensation
Actually Paid
to Former
PEO(1)(2)
​​
Average
Summary
Compensation
Table Total
for non-PEO
NEOs(1)
​​
Average
Compensation
Actually Paid
to non-PEO
NEOs(1) (2)
​​
Total
Shareholder
Return
​​
Peer Group
Total
Shareholder
Return(3)
​​
Net Income
(Loss)
($ millions)
​​
Adjusted EPS(4)
($)
(a)
​​
(b)
​​
(b)
​​
(c)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
2023
​​
$9,960,170
​​
n/a
​​
$2,087,247
​​
n/a
​​
$2,146,817
​​
$508,745
​​
$78.44
​​
$108.98
​​
($1,502.0)
​​
$2.84
2022
​​
$6,060,694
​​
n/a
​​
$2,096,450
​​
n/a
​​
$2,036,182
​​
$526,688
​​
$105.02
​​
$117.20
​​
$1,073.0
​​
$2.90
2021
​​
$4,107,789
​​
$6,853,838
​​
$5,305,593
​​
$11,338,149
​​
$2,326,699
​​
$3,345,437
​​
$133.50
​​
$111.01
​​
$1,467.0
​​
$2.96
(1)
Mr. Perreault became our principal executive officer (“PEO”) on June 26, 2021 and was our PEO through Fiscal 2023. As previously announced, Mr. Perreault has ceased to serve as President and Chief Executive Officer of the Company, effective December 12, 2023. Mr. Walsh, our former PEO, retired on June 26, 2021. Our non-PEO NEOs included: (a) for Fiscal 2023, Messrs. O’Brien, Jastrzebski, Beard and Koerwer and Mses. Zagorski and Gaudiosi; (b) for Fiscal 2022, Messrs. Jastrzebski and Beard and Mses. Zagorski and Gaudiosi; and (c) for Fiscal 2021, Messrs. Jastrzebski, Beard and Gallagher and Mses. Zagorski and Gaudiosi.
(2)
The following amounts were deducted from/added to Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (“CAP”) to our PEO and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

PEO Summary Compensation Table Total to CAP Reconciliation
Fiscal Year
​​
2021
​​
2022
​​
2023
Summary Compensation Table Total
​​
$4,107,789
​​
$6,060,694
​​
$9,960,170
Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year
​​
—
​​
—
​​
—
Add Service Cost of Pension in Fiscal Year
​​
—
​​
—
​​
—
Add Prior Service Cost of Pension in Fiscal Year
​​
—
​​
—
​​
—
Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year
​​
(2,522,588)
​​
(4,158,984)
​​
(7,733,691)
Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year
​​
2,855,539
​​
1,999,801
​​
1,454,565
Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
​​
745,506
​​
(2,073,984)
​​
(1,912,144)
Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
​​
—
​​
—
​​
—
Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
​​
48,425
​​
151,830
​​
168,939
Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
​​
(4,165)
​​
(13,838)
​​
(36,180)
Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year
​​
75,087
​​
130,931
​​
185,588
Compensation Actually Paid
​​
$5,305,593
​​
$2,096,450
​​
$2,087,247
61

TABLE OF CONTENTS

Former PEO Summary Compensation Table Total to CAP Reconciliation
Fiscal Year
​​
2021
​​
2022
​​
2023
Summary Compensation Table Total
​​
$6,853,838
​​
n/a
​​
n/a
Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year
​​
—
​​
​​
Add Service Cost of Pension in Fiscal Year
​​
571,123
​​
​​
Add Prior Service Cost of Pension in Fiscal Year
​​
—
​​
​​
Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year
​​
(4,000,639)
​​
​​
Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year
​​
5,650,907
​​
​​
Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
​​
1,934,202
​​
​​
Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
​​
—
​​
​​
Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
​​
175,908
​​
​​
Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
​​
(18,130)
​​
​​
Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year
​​
170,940
​​
​​
Compensation Actually Paid
​​
$11,338,149
​​
n/a
​​
n/a

Average other NEOs Summary Compensation Table Total to CAP Reconciliation
Fiscal Year
​​
2021
​​
2022
​​
2023
Average Summary Compensation Table Total
​​
$2,326,699
​​
$2,036,182
​​
$2,146,817
Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year
​​
(4,416)
​​
—
​​
(112,777)
Add Service Cost of Pension in Fiscal Year
​​
40,323
​​
48,571
​​
24,384
Add Prior Service Cost of Pension in Fiscal Year
​​
—
​​
—
​​
—
Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year
​​
(946,162)
​​
(996,247)
​​
(1,220,089)
Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year
​​
1,336,445
​​
479,065
​​
170,192
Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
​​
458,419
​​
(1,148,318)
​​
(294,986)
Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
​​
—
​​
—
​​
3,411
Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
​​
93,323
​​
76,365
​​
48,985
Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
​​
(2,135)
​​
(12,696)
​​
(254,651)
Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year
​​
42,941
​​
43,766
​​
(2,541)
Average Compensation Actually Paid for NEOs
​​
$3,345,437
​​
$526,688
​​
$508,745
(3)
The Peer Group for which TSR is provided in column (g) is the S&P 500 Utilities Index.
(4)
Adjusted EPS is a Non-GAAP financial measure. For a discussion of adjustments, please see the “Executive Summary” section of our Compensation Discussion and Analysis.
62

TABLE OF CONTENTS

The following graphs present the relationship during 2023, 2022, and 2021 between (1) CAP to (a) each person serving as PEO and (b) our other NEOs on an average basis, and each of (2) (a) the Company’s and Peer Group’s TSR for such years and (b) the Company’s Net Income and Adjusted EPS for such years.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID
& TSR
​​
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID
& NET INCOME
graphic
​​
graphic
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID
& ADJUSTED EPS
​​
TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES
graphic
​​
 • Adjusted EPS
 • Safety - OSHA recordables
 • Diversity & Inclusion goals
 • Relative TSR
63
TABLE OF CONTENTS
  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Security Ownership of Directors and Executive Officers

The following table shows the number of shares beneficially owned by each Director, by each of the executive officers named in the Summary Compensation Table, and by all Directors and executive officers as a group. The table shows their beneficial ownership as of October 1, 2017.2023. The address for each beneficial owner in the table below is c/o UGI Corporation, P.O. Box 858, Valley Forge, PA 19482.

Mr. Walsh beneficially owns approximately 1.07 percent of the outstanding common stock.

Each other person named in the table beneficially owns less than 1 percent1.0% of the outstanding common stock. Directors and executive officers as a group own approximately 2.36 percent1.2% of the outstanding common stock. For purposes of reporting total beneficial ownership, shares that may be acquired within 60 days of October 1, 20172023 through UGI Corporation stock option exercises are included.

Beneficial Ownership of Directors, Nominees and Named Executive Officers

Name

  Number
of Shares of UGI
Common Stock(1)		      Number of UGI
Stock Units(2)		     Exercisable
Options
For UGI
Common Stock		 

M. Shawn Bort

   6,525   (3)   37,343      105,750 

Theodore A. Dosch

   0      1,500      4,500 

Monica M. Gaudiosi

   48,671      0      290,333 

Richard W. Gochnauer

   0      27,934      80,250 

Frank S. Hermance

   150,000   (4)   25,630      73,875 

Kirk R. Oliver

   60,714   (5)   0      302,583 

Anne Pol

   5,367      137,135      93,000 

Roger Perreault

   14,906   (6)   0      16,666 

Marvin O. Schlanger

   78,336   (7)   119,373      112,150 

Jerry E. Sheridan

   2,051   (8)   0      61,666 

James B. Stallings, Jr.

   0      7,030      20,800 

Roger B. Vincent

   22,516   (9)   52,525      42,000 

John L. Walsh

   421,617   (10)   0      1,451,500 

Directors and executive officers as a group (16 persons)

   890,273      408,470      2,857,322 

Name
​​
Number of
Shares of
UGI
Common Stock(1)
​​
Number of UGI
Stock Units(2)
​​
Exercisable
Options for
UGI
Common Stock
Robert F. Beard
​​
50,915
​​
0
​​
289,196
M. Shawn Bort
​​
14,345 (3)
​​
60,522
​​
64,290
Theodore A. Dosch
​​
22,000
​​
18,005
​​
48,540
Monica M. Gaudiosi
​​
61,109
​​
0
​​
484,026
Alan N. Harris
​​
0
​​
15,664
​​
42,540
Frank S. Hermance
​​
465,000 (4)
​​
56,011
​​
112,740
Ted J. Jastrzebski
​​
21,279 (5)
​​
0
​​
0
John Koerwer
​​
15,687 (6)
​​
0
​​
70,339
Mario Longhi
​​
0
​​
9,871
​​
26,910
William J. Marrazzo
​​
932
​​
11,541
​​
32,650
Cindy J. Miller
​​
0
​​
9,083
​​
23,540
Sean P. O’Brien
​​
0
​​
0
​​
0
Roger Perreault
​​
41,125
​​
0
​​
387,429
Kelly A. Romano
​​
0
​​
12,761
​​
35,040
Santiago Seage
​​
0
​​
0
​​
0
Judy A. Zagorski
​​
2,142
​​
0
​​
57,693
Directors and executive officers as a group (18 persons)
​​
694,534
​​
193,458
​​
1,679,816
(1)

Sole voting and investment power unless otherwise specified.

(2)

The 2004 Omnibus Equity Compensation Plan, the 2013 Plan, and the 20132021 Plan each provides that stock units will be converted to shares and paid out to Directors upon their retirement or termination of service.

(3)

Ms. Bort’s shares are held jointly with her spouse.

(4)

Mr. Hermance holds these shares jointly with his spouse.

(5)

Includes 3,255 shares held jointly with Mr. Oliver’s spouse and 611 shares in his UGI Savings Plan.

(6)

Does not include 12,000 shares of restricted stock.

(7)

Includes 3,000 shares held by Mr. Schlanger’s spouse. Mr. Schlanger disclaims beneficial ownership of the shares owned by his spouse.

(8)

Mr. Sheridan holds these shares in his AmeriGas Savings Plan.

(9)

Includes 15,000 shares in a family trust for which Mr. Vincent’s spouse is a trustee. Mr. Vincent disclaims beneficial ownership of the shares held in the family trust.

(10)

Mr. Walsh’sHermance’s shares are held jointly with his spouse.

(5)
Mr. Jastrzebski holds 7,650 shares jointly with his spouse.
(6)
Mr. Koerwer holds 13,518 shares jointly with his spouse.
64

TABLE OF CONTENTS

Securities Ownership of Certain Beneficial Owners

The following table shows information regarding each person known by the Company to be the beneficial owner of more than five percent of the Company’s common stock. The ownership information below is based on information reported on a Form 13F as filed with the SEC in November 20172023 for the quarter ended September 30, 2017.

2023.

Securities Ownership of Certain Beneficial Owners

Title of

Class

  

Name and Address of

Beneficial Owner

  

Amount and Nature of

Beneficial Ownership

   

Percent of

Class(1)

 

Common Stock

  

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, PA 19355

   17,128,929(2)    9.89% 

Common Stock

  

Blackrock Inc.

55 East 52nd Street

New York, NY 10055

   16,159,555(3)    9.33% 

Common Stock

  

Wellington Management Group LLP

c/o Wellington Management Company LLP

280 Congress Street

Boston, MA 02210

   10,469,761(4)    6.05% 

Common Stock

  

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, MA 02111

   8,936,871(5)    5.16% 

Title of Class
​​
Name and Address of
Beneficial Owner
​​
Amount and Nature of
Beneficial Ownership
​​
Percent of
Class (1)
Common Stock
​​
The Vanguard Group, Inc.
P.O. Box 2600
Valley Forge, PA 19482
​​
26,271,972 (2)
​​
12.54%
Common Stock
​​
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
​​
26,920,187 (3)
​​
12.84%
(1)

Based on 173,143,737209,502,512 shares of common stock issued and outstanding at September 30, 2017.

2023.
(2)

The reporting person, and certain related entities, hashave shared voting power with respect to 32,20172,809 shares, soleno voting power with respect to 139,14126,199,163 shares, shared investment power with respect to 158,039274,036 shares, and sole investment power with respect to 16,970,89025,997,963 shares.

(3)

The reporting person, and certain related entities, has sole voting power with respect to 14,422,43926,076,783 shares, no voting power with respect to 843,404 shares, shared investment power with respect to 880 shares, and sole investment power with respect to 16,159,55526,920,187 shares.

(4)

The reporting person, and certain related entities, has sole voting power with respect to 9,136,235 shares and shared investment power with respect to 10,469,761 shares.

(5)

The reporting person, and certain related entities, has sole voting power with respect to 837,182 shares and shared investment power with respect to 8,936,871 shares.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Exchange Act requires our Directors, certain officers and 10 percent10% beneficial owners to report their ownership of shares and changes in such ownership to the SEC. Based on our records, we believe that, during Fiscal 2017,2023, all of such reporting persons complied with all Section 16(a) reporting requirements applicable to them. However, Ms. Marie-Dominique Ortiz-Landazabal, the Company’s Vice President – Accounting and Financial Control and Chief Accounting Officer, was inadvertently late in filing one Form 4 relating to an equity grant due to an administrative error.
65

TABLE OF CONTENTS

ITEM
Item 2 — ADVISORY VOTE ONAdvisory Vote on UGI CORPORATION’S EXECUTIVE COMPENSATIONCorporation’s
Executive Compensation

Pursuant to Section 14A of the Exchange Act, the Company is providing shareholders with the opportunity to cast an advisory,non-binding vote to approve the compensation of our named executive officers. The compensation of our named executive officers is disclosed under the headings “Compensation Discussion and Analysis” and “Compensation of Executive Officers” beginning on pages 2129 and 41,46, respectively, of this Proxy Statement. At the 20162023 Annual Meeting, overnearly 96% of our voting shareholders voted to approve the compensation of our named executive officers and, at our 2022 Annual Meeting, nearly 95% of our voting shareholders voted to approve the compensation of our named executive officers.

We believe that the interests of our named executive officers and our shareholders are closely aligned. As described in the Compensation Discussion and Analysis, the compensation program for our named executive officers is designed to provide a competitive level of total compensation, to motivate and encourage our executive officers to contribute to the Company’s success and to effectively link our executives’ compensation to our financial performance and sustainable growth in shareholder value. The Compensation Discussion and Analysis also describes in detail the components of our executive compensation program and the process by which, and the reasons why, the independent members of our Board of Directors and our Compensation and Management Development Committee make executive compensation decisions.

In making executive compensation decisions, our Compensation and Management Development Committee seeks to implement and maintain sound compensation and corporate governance practices, which include the following:

Our Compensation and Management Development Committee is composed entirely of directorsDirectors who are independent, as defined in the corporate governance listing standards of the New York Stock Exchange.

Our Compensation and Management Development Committee utilizes the services of Pay Governance LLC, an independent outside compensation consultant.

The Company allocates a substantial portion of compensation to performance-based compensation. In Fiscal 2017, 81%2023, 75% of the principal compensation components, in the case of Mr. Walsh,Perreault, and 65%58% to 75%68% of the principal compensation components, in the case of all other named executive officers, were variable and tied to financial performance or TSR.

objectives.

The Company awards a substantial portion of compensation in the form of long-term awards, namely performance stock units, restricted stock units, and stock options, and performance units, so that executive officers’ interests are aligned with shareholders’ interests and long-term Company performance.

Annual bonus opportunities for the named executive officers are based primarily on key financial metrics.metrics, safety performance, and diversity and inclusion goals. Similarly, long-term incentives are based on UGI Corporation common stock values and relative stock price performance (or, in the case of Mr. Sheridan, performance relative to AmeriGas Partners common units and other key strategic goals).

performance.
•
We require termination of employment for payment under our change in control agreements (referred to as a “double trigger”). In addition, we require a double trigger for the accelerated vesting of equity awards in the event of a change in control. None of our named executive officers have change in control agreements providing for tax gross-up payments under Section 280G of the Internal Revenue Code. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 57.
•
We have robust stock ownership and retention guidelines. See COMPENSATION OF EXECUTIVE OFFICERS — Stock Ownership and Retention Policy, beginning on page 44.
66

TABLE OF CONTENTS

We require termination of employment for payment under our change in control agreements (referred to as a “double trigger”). In addition, we require a double trigger for the accelerated vesting of equity awards in the event of a change in control. We have not entered into change in control agreements providing for taxgross-up payments under Section 280G of the Internal Revenue Code since 2010. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 51.

We have meaningful stock ownership guidelines. See COMPENSATION OF EXECUTIVE OFFICERS — Equity Ownership Policy, beginning on page 39.

We have a recoupment policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement due to materialnon-compliance withcorrect an error (i) in previously issued financial reporting requirements.

statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, pursuant to the rules of the NYSE and the Securities and Exchange Commission.

We have a policy prohibiting the Company’s Directors and executive officers from (i) hedging the securities of UGI Corporation, and AmeriGas Partners, (ii) holding UGI Corporation and AmeriGas Partners securities in margin accounts as collateral for a margin loan, andand/or (iii) pledging the securities of UGI Corporation and AmeriGas Partners.

Corporation. The policy specifically prohibits hedging or monetization transactions through the use of prepaid variable forwards, equity swaps, collars and/or exchange funds.

This vote is advisory, which means that the vote on executive compensation is not binding on the Company, our Board of Directors or the Compensation and Management Development Committee. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers. The Board of Directors and the Compensation and Management Development Committee expect to take into account the outcome of this vote when considering future executive compensation decisions and will evaluate whether any actions are necessary to address shareholders’ concerns, to the extent a significant number of our shareholders vote against our compensation program.

Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 ofRegulation S-K, including our Compensation Discussion and Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED.


The Board of Directors of UGI Corporation unanimously recommends a vote FOR the approval of the compensation paid to our named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion in this Proxy Statement.

ITEM
Item 3 — RATIFICATIONOFatification of APPOINTMENTOFppointment of INDEPENDENTndependent
REGISTEREDegistered PUBLICublic ACCOUNTINGccounting FIRMirm

The Audit Committee of the Board of Directors has appointed Ernst & Young LLP to serve as our independent registered public accounting firm to examine and report on the consolidated financial statements of the Company for Fiscal 2018the fiscal year ending September 30, 2024. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and recommends thatoversight of the audit work of the independent registered public accounting firm. The Board of Directors is submitting the appointment of Ernst & Young LLP to the shareholders ratifyfor ratification as a matter of good corporate practice. Should the appointment. If shareholders do notfail to ratify the appointment of Ernst & Young LLP, the Audit Committee will consider the appointment of another independent registered public accounting firm. One or more representativesRepresentatives of Ernst & Young LLP willare expected to be present at the 2024 Annual Meeting. TheyThe representatives will have the opportunity to respond to appropriate questions and to make a statement if they wishso desire and will be available to do so.

respond to appropriate questions from our shareholders.

The Board of Directors of UGI Corporation unanimously recommends a vote FOR this proposal.

67

TABLE OF CONTENTS

ITEM
Item 4 — OTHERther MATTERSatters

The Board of Directors is not aware of any other matter to be presented for action at the meeting.Annual Meeting. If any other matter requiring a vote of shareholders should arise, the Proxies (or their substitutes) will vote in accordance with their best judgment.

68
DIRECTIONSTO THE DESMOND HOTELAND CONFERENCE CENTER

Directions from Philadelphia.    Take the Schuylkill Expressway(I-76) West. FollowI-76 West to Route 202 South (West Chester). Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

Directions from South Jersey.    Take I-95 South to Route 322 West. Take 322 West to Route 1 South to Route 202 North. Take Route 202 North to Great Valley/Route 29 North Exit. At the end of the ramp, turn right onto Matthews Road. Turn right at the next light onto Morehall Road (Route 29 North). Turn right at second light onto Liberty Boulevard. The Desmond will be on the left.

Directions from Philadelphia Airport.    Take I-95 South to 476 North. Follow 476 North to the Schuylkill Expressway(I-76) West to Route 202 South (West Chester). Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

Directions from Wilmington and Points South (Delaware and Maryland).    TakeI-95 North to Route 202 North to the Great Valley/Route 29 North Exit. At the end of the ramp, turn right onto Matthews Road. Turn right at the next light onto Morehall Road (Route 29 North). Turn right at the second light onto Liberty Boulevard. The Desmond will be on the left.

Directions from New York and Points North.    Take the New Jersey Turnpike South to Exit 6,I-276, Pennsylvania Turnpike connector. Follow the TurnpikeI-276 West to Exit 326, Valley Forge. Take the first exit, Route 202 South (West Chester) to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

Directions from Harrisburg and Points West.    Take the Pennsylvania Turnpike,I-76, East to Exit 326, Valley Forge. Take Route 202 South (West Chester) to Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Boulevard. The Desmond will be on the right.

E-Z Pass Holders:    Take the Pennsylvania Turnpike,I-76 to Exit 320, Malvern (Exit 320 is an electronic interchange forE-Z pass holders only). At the end of the ramp, turn left at the traffic light onto Morehall Road (Route 29 South) toward Malvern. Proceed on Morehall Road (Route 29 South) to the fourth traffic light at Liberty Boulevard. Turn left onto Liberty Boulevard and The Desmond will be on your left.

LOGO

TABLE OF CONTENTS

Electronic Voting Instructions

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 9:00 a.m., Eastern Time, on January 25, 2018.

Vote by Internet

•  Go towww.envisionreports.com/UGI

•  Or scan the QR code with your smartphone

•  Follow the steps outlined on the secure website

  QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, ANNUAL MEETING
AND VOTING

Vote by telephone

Call toll free1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone

Follow the instructions provided by the recorded message
Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.☒

LOGO

q  IF YOU HAVE NOT VOTED OVER THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

 A 

Proposals — The Board recommends a voteFOR all the nominees andFOR Proposals 2 and 3.

1.

Election of Directors:

ForAgainstAbstainForAgainstAbstainForAgainstAbstain+

01 - M. S. Bort

☐

☐☐02 - T. A. Dosch☐☐☐03 - R. W. Gochnauer☐☐☐

04 - F. S. Hermance

☐☐☐05 - A. Pol☐☐☐06 - M. O. Schlanger☐☐☐

07 - J. B. Stallings, Jr.

☐☐☐08 - J. L. Walsh☐☐☐

ForAgainstAbstain

2.

ProposalThis proxy statement contains information related to approve resolution on executive compensation.☐☐☐

3.

Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm.☐☐☐

 B 

Non-Voting Items
Change of Address— Please print new address below.

Comments— Please print your comments below.

 C 

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
      /      /

LOGO

q  IF YOU HAVE NOT VOTED OVER THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

LOGO

Proxy — UGI CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UGI CORPORATION

The undersigned hereby appoints Marvin O. Schlanger, Anne Pol and John L. Walsh, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of UGI Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of UGI Corporation to be held on Friday, January 26, 2024, beginning at 9:00 a.m. Eastern Standard Time. The Annual Meeting and any postponements or adjournments thereof will be conducted solely by remote communication through a virtual meeting format, rather than an in-person meeting. This proxy statement was prepared under the direction of the Company’s Board of Directors to solicit your proxy for use at the Annual Meeting. It was made available to shareholders on or about December 15, 2023.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of printed proxy materials?
The Company has elected to provide access to the proxy materials over the Internet. We believe that this initiative enables the Company to be held January 25, 2018 or at any adjournment thereof, with all powers whichprovide proxy materials to shareholders more quickly, reduces the undersigned would possess if presentimpact of our Annual Meeting on the environment and reduces costs.
Who is entitled to vote?
Only shareholders of record at the Meeting.

Forclose of business on November 20, 2023, the participantsrecord date, are entitled to vote at the Annual Meeting. On November 20, 2023, there were 209,496,043 shares of common stock outstanding. Each shareholder has one vote per share on all matters to be voted on.

How can I vote my shares held in the Company’s Employee Savings Plans?
You can instruct the trustee for the Company’s Employee Savings Plans to vote the shares of stock that are allocated to your account in the UGI Utilities, Inc. Savings Plan,Stock Fund. If you do not vote your shares, the AmeriGas Propane, Inc. Savings Plan, andtrustee will vote them in proportion to those shares for which the UGI HVAC Enterprises, Inc. Savings Plan (together, the “Plans”), this Proxy Card will constitutetrustee has received voting instructions from participants.
How can I change my vote?
You can change or revoke your vote at any time before polls close at the 2024 Annual Meeting:
If you returned a paper proxy card, you can write to the Trustee underCompany’s Corporate Secretary at our principal office, 500 North Gulph Road, King of Prussia, Pennsylvania 19406, stating that you wish to revoke your proxy and that you need another proxy card.
You can vote again, either over the Plans, as indicatedInternet or by metelephone.
If you hold your shares through a broker, bank or
other nominee, you can revoke your proxy by
contacting the broker, bank or other nominee and following its procedure for revocation.
Shareholders of record may change or revoke their proxy at any time before it is exercised at the Annual Meeting by Internet, telephone, or mail prior to 11:59 p.m. Eastern Daylight Time on Thursday, January 25, 2024, or by attending the virtual Annual Meeting and following the voting instructions provided on the reverse side,Meeting website. If you are the beneficial owner of shares held in street name, you must follow the instructions provided by your broker, bank, or other holder of record for changing or revoking your proxy. Your last vote is the vote that will be counted.
What is a quorum?
A “quorum” is the presence at the Annual Meeting, virtually or represented by proxy, of the holders of a majority of the outstanding shares entitled to vote. A quorum of the holders of the outstanding shares must be present for the Annual Meeting to be held. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum.
How are votes, abstentions and broker non-votes counted?
Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum, but are not considered a vote cast under Pennsylvania law.
When a broker, bank or other nominee holding shares on your behalf does not receive voting instructions from you, the broker, bank or other nominee may vote those shares only on matters deemed “routine” by the New York Stock Exchange. On non-routine matters, the broker, bank or other nominee cannot vote those shares unless they receive voting instructions from the beneficial owner. A “broker non-vote” means that a broker has not received voting instructions and
69

TABLE OF CONTENTS

either declines to exercise its discretionary authority to vote on routine matters or is barred from doing so because the matter is non-routine.
As a result, abstentions and broker non-votes are not included in the tabulation of the voting results on issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition in such tabulation.
What vote is required to approve each item?
Election of Directors: Majority of Votes Cast
Under our Bylaws and Principles of Corporate Governance, Directors must be elected by a majority of the votes cast in uncontested elections, such as the election of Directors at the Annual Meeting. This means that a Director nominee will be elected to our Board of Directors if I make no indication asthe votes cast “FOR” such Director nominee exceed the votes cast “AGAINST” him or her. In addition, an incumbent Director will be required to tender his or her resignation if a particular matter,majority of the votes cast are not in his or her favor in an uncontested election of Directors. The Corporate Governance Committee would then as recommended bybe required to recommend to the Board of Directors whether to accept the incumbent Director’s resignation, and the Board will have 90 days from the date of the election to determine whether to accept such resignation.
Advisory Approval of Executive Compensation:
Majority of Votes Cast
The approval, by advisory vote, of the Company’s executive compensation requires the affirmative vote of a majority of the shares present virtually or by proxy and entitled to vote at the 2024 Annual Meeting. This vote is advisory in nature and therefore not binding on such matter,UGI Corporation, the Board of Directors or the Compensation and Management Development Committee. However, our Board of Directors and the Compensation and Management Development Committee value the opinions of our shareholders and will consider the outcome of this vote in their discretion, uponfuture deliberations on the Company’s executive compensation programs.
Ratification of the selection of Ernst & Young LLP:
Majority of Votes Cast
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for Fiscal 2024 requires the affirmative vote of a majority of the votes cast at the meeting to be approved.
Who will count the vote?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes cast by proxy or virtually at the Annual Meeting and act as inspectors of election.
Why is the Annual Meeting virtual and can I submit questions?
By hosting a virtual Annual Meeting, we are able to provide cost savings to both us and our shareholders, and to enable shareholder participation from any location around the world. The 2024 Annual Meeting will be conducted solely by remote communication through a virtual meeting format and in-person attendance will not be permitted. We have designed the virtual meeting format to ensure that our shareholders are afforded the same rights and opportunity to participate in the virtual Annual Meeting as they would at an in-person meeting, including the ability to vote shares electronically during the Annual Meeting and ask questions in accordance with the rules of conduct for the meeting.
Shareholders who wish to submit a question in advance may do so by visiting www.proxyvote.com. You should have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials available when accessing the website. Each shareholder will be limited to no more than one question. Questions relevant to the business of the Annual Meeting will be read aloud and answered during the Annual Meeting, subject to time constraints.
What are the deadlines for Shareholder proposals for next year’s Annual Meeting?
Shareholders may submit proposals on matters appropriate for shareholder action as follows:
Shareholders who wish to include a proposal in the Company’s proxy statement for the 2024 Annual Meeting must comply in all respects with the rules of the SEC relating to such inclusion, and must submit the proposals to the Corporate Secretary at our principal office, 500 North Gulph Road, King of Prussia, Pennsylvania 19406, no later than August 17, 2024.
If any shareholder wishes to present a proposal at the 2024 Annual Meeting that is not included in our proxy statement for that meeting, the proposal must be received by the Corporate Secretary at the above address by October 31, 2024. For proposals that are not received by
70

TABLE OF CONTENTS

October 31, 2024, the proxy holders will have discretionary authority to vote on the matter without including advice on the nature of the proposal or on how the proxy holders intend to vote on the proposal in our proxy statement.
Shareholders who intend to solicit proxies in support of director nominees other matters asthan the Company’s nominees under the universal proxy rules must provide notice to the Corporate Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act no later than November 27, 2024.
Shareholders who wish to include a director nominee in the Company’s proxy statement for the 2024 Annual Meeting must comply in all respects with the terms and conditions set forth in the Company’s Bylaws and must submit such nominee to the Corporate Secretary at the above address no earlier than July 18, 2024 and no later than August 17, 2024.
All proposals and notifications should be addressed to the Corporate Secretary at our principal office, 500 North Gulph Road, King of Prussia, Pennsylvania 19406.
How much did this proxy solicitation cost?
The Company has engaged Georgeson Inc. to solicit proxies for the Company for a fee of $10,000 plus reasonable expenses for additional services. We also reimburse banks, brokerage firms and other institutions, nominees, custodians and fiduciaries for their reasonable expenses for sending proxy materials to beneficial owners and obtaining their voting instructions. Certain Directors, officers and regular employees of the Company and its subsidiaries may properly come before the Meeting. The Trustee will keep my vote completely confidential. If the Trustee does not receive my executed Proxysolicit proxies personally or by January 22, 2018, I understand the Trustee will vote the shares represented bytelephone without additional compensation.
71

TABLE OF CONTENTS

Corporate Information
COMPANY HEADQUARTERS
UGI Corporation
500 North Gulph Road
King of Prussia, PA 19406
(610) 337-1000
www.ugicorp.com
​​
INVESTOR RELATIONS
Securities analysts, portfolio managers and other
members of the professional investment community
should direct inquiries about the Company to:
Senior Director, Investor Relations
UGI Corporation
P.O. Box 858
Valley Forge, PA 19482
(610) 337-1000
INDEPENDENT AUDITORS
Ernst & Young LLP
​​
ANNUAL MEETING
The Annual Meeting of Shareholders will be held
virtually at 9:00 am Eastern on Friday, January 26,
2024. Interested parties may listen to the audio webcast
at www.virtualshareholdermeeting.com/UGI2024
TRANSFER AGENT
Shareholder communications regarding transfer of shares, book-
entry shares, lost certificates, lost dividend checks or changes of
address should be directed to:
​​
NYSE SYMBOL
UGI
By Mail:
Computershare
P.O. Box 43006
Providence, RI 02940-3066
800-850-1774 (U.S. and Canada);
By Overnight Delivery:
Computershare
150 Royall St., Suite 101
Canton, MA 02021
312-360-5100 (other countries)
​​
Forward-Looking Statements
Information contained in this Proxy Statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you against relying on any forward-looking statement as these statements are subject to risks and uncertainties that may cause actual results to vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind our Risk Factors included in Item 1A herein and the following important factors that could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) weather conditions, including increasingly uncertain weather patterns due to climate change, resulting in reduced demand, the seasonal nature of our business, and disruptions in our operations and supply chain; (2) cost volatility and availability of energy products, including propane and other LPG, electricity, and natural gas, as well as the availability of LPG cylinders, and the capacity to transport product to our customers; (3) changes in
domestic and foreign laws and regulations, including safety, health, tax, transportation, consumer protection, data privacy, accounting, and environmental matters, such as regulatory responses to climate change; (4) inability to timely recover costs through utility rate proceedings; (5) the impact of pending and future legal or regulatory proceedings, inquiries or investigations; (6) competitive pressures from the same and alternative energy sources; (7) failure to acquire new customers or retain current customers thereby reducing or limiting any increase in revenues; (8) liability for environmental claims; (9) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (10) adverse labor relations and our ability to address existing or potential workforce shortages; (11) customer, counterparty, supplier, or vendor defaults; (12) liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, acts of war, terrorism, natural disasters, pandemics, and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG in all forms; (13) transmission or distribution system service interruptions; (14) political, regulatory and economic conditions in the same proportionUnited
72

TABLE OF CONTENTS

States, Europe and other foreign countries, including uncertainties related to the war between Russia and Ukraine, the conflict in the Middle East, the European energy crisis, and foreign currency exchange rate fluctuations, particularly the euro; (15) credit and capital market conditions, including reduced access to capital markets and interest rate fluctuations; (16) changes in commodity market prices resulting in significantly higher cash collateral requirements; (17) impacts of our indebtedness and the restrictive covenants in our debt agreements; (18) reduced distributions from subsidiaries impacting the ability to pay dividends or service debt; (19) changes in Marcellus and Utica Shale gas production; (20) the success of our strategic initiatives and investments that are intended to advance our business strategy; (21) our ability to successfully integrate acquired businesses and achieve anticipated synergies; (22) the interruption, disruption, failure, malfunction, or breach of our information technology systems, and those of our third-party vendors or service providers, including due to cyber attack; (23) the inability to complete pending or future energy infrastructure projects; (24) our ability
to attract, develop, retain and engage key employees; (25) uncertainties related to global pandemics; (26) the impact of a material impairment of our assets; (27) the impact of proposed or future tax legislation; (28) the impact of declines in the stock market or bond market, and a low interest rate environment, on our pension liability; (29) our ability to protect our intellectual property; (30) our ability to overcome supply chain issues that may result in delays or shortages in, as it voteswell as increased costs of, equipment, materials or other resources that are critical to our business operations; and (31) our ability to control operating costs and realize cost savings. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those shares forexpressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Any forward-looking statement speaks only as of the date on which it does receivesuch statement is made. We undertake no obligation (and expressly disclaim any obligation) to update publicly any forward-looking statement whether as a properly executed Proxy.

(Continued, and to be marked, dated and signed, onresult of new information or future events except as required by the other side)federal securities laws.

73

TABLE OF CONTENTS

graphic
 

TABLE OF CONTENTS

graphic

TABLE OF CONTENTS

graphic