UGI (NYSE: UGI) investors approve board slate, executive pay and KPMG

Rhea-AI Filing Summary

UGI Corporation reported the results of its Annual Meeting of Shareholders held on January 30, 2026. Shareholders elected all ten director nominees, including Chair Mario Longhi, with each nominee receiving over 169 million votes in favor and similar broker non-vote levels of 19.8 million shares.

Investors also approved the Company’s executive compensation program in an advisory vote, with 162,770,981 votes for, 8,703,819 against, and 801,684 abstentions, plus 19,783,453 broker non-votes. In addition, shareholders ratified KPMG LLP as independent registered public accounting firm for fiscal year 2026 with 191,337,687 votes for, 354,039 against, and 368,211 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

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

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500 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 337-1000

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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On January 30, 2026, UGI Corporation (the “Company”) held its Annual Meeting of Shareholders.  The shareholders (i) elected all ten nominees to the Board of Directors, (ii) adopted a resolution approving the Company’s executive compensation, and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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

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DIRECTOR NOMINEES	FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
​ Mario Longhi, Chair	170,030,055	​	1,854,250	​	392,179	​	19,783,453
David Bingenheimer	170,564,014	​	1,023,068	​	689,402	​	19,783,453
M. Shawn Bort	169,013,505	​	2,936,516	​	326,463	​	19,783,453
Theodore A. Dosch	169,477,340	​	2,107,117	​	692,027	​	19,783,453
Tina V. Faraca	170,771,035	​	1,187,310	​	318,139	​	19,783,453
Robert Flexon	171,081,351	​	851,085	​	344,048	​	19,783,453
Alan N. Harris	169,707,473	​	1,738,869	​	830,142	​	19,783,453
Kelly A. Romano	170,139,017	​	1,681,407	​	456,060	​	19,783,453
Melanie Ruiz	170,264,090	​	1,563,952	​	448,442	​	19,783,453
Santiago Seage	170,102,047	​	1,440,394	​	734,043	​	19,783,453

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

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153,828,391	​		​		​
FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
162,770,981	​	8,703,819	​	801,684	​	19,783,453

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3. The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the ratification of the appointment of KPMG LLP is as follows:

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FOR	​	AGAINST	​	ABSTENTIONS	​	BROKER NON-VOTES
191,337,687	​	354,039	​	368,211	​	0

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	​	UGI Corporation
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February 4, 2026	​	By:	/s/ Jessica A. Milner
​	​	Name:	Jessica A. Milner
​	​	Title:	Secretary
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FAQ

What did UGI (UGI) shareholders approve at the January 30, 2026 meeting?

Shareholders approved all key items: they elected ten directors, endorsed UGI’s executive compensation, and ratified KPMG LLP as independent auditor for fiscal 2026, confirming support for the company’s leadership, pay practices, and audit firm.

How did UGI (UGI) shareholders vote on director elections in 2026?

All ten UGI director nominees were elected with strong support. Each candidate received more than 169 million votes for and fewer than 3 million against, alongside approximately 19.8 million broker non-votes, indicating broad backing for the existing board slate.

Was UGI (UGI) executive compensation approved by shareholders in 2026?

Yes. UGI shareholders approved the advisory vote on executive compensation, with 162,770,981 votes for, 8,703,819 against, and 801,684 abstentions, plus 19,783,453 broker non-votes. This outcome signals shareholder agreement with the company’s 2026 pay program.

Which audit firm did UGI (UGI) shareholders ratify for fiscal year 2026?

Shareholders ratified KPMG LLP as UGI’s independent registered public accounting firm for fiscal year 2026. The ratification received 191,337,687 votes for, 354,039 against, and 368,211 abstentions, showing strong shareholder support for continuing with KPMG.

What were the vote totals against UGI (UGI) executive pay in 2026?

The advisory vote on executive compensation drew 8,703,819 votes against, compared with 162,770,981 in favor and 801,684 abstentions. Despite some opposition, the overall result clearly supported the company’s executive pay approach for the year.

How many broker non-votes occurred on UGI (UGI) governance items?

On the director elections and the executive compensation resolution, there were 19,783,453 broker non-votes. Broker non-votes occur when brokers do not have discretionary authority and clients do not provide specific voting instructions on those items.