DEF 14A of Ugi Corp /Pa/, Dec 15, 2023

DEF 14A of Ugi Corp /Pa/

Filed Dec 15, 2023 · FY20230001140361-23-057814

Open on EDGAR

  1. Executive Compensation Highlights

    | ✔ | 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 (75% of the principal components, in the case of Mr. Perreault, and 58% to 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 to correct an error (i) in previously issued financial 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 |

  2. Information about Director-Nominees

    Information about Director-Nominees Biographical information for each of the director-nominees standing for 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.

  3. Information about Director-Nominees

    | 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 | | | | |

  4. Information about Director-Nominees

    | Overview of Director Qualifications and Experience |

  5. Information about Director-Nominees

    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.

  6. Information about Director-Nominees

    | 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 | |

  7. Information about Director-Nominees

    | The Board of Directors recommends that you vote “FOR” the election of each of the eight nominees for director. |

  8. Information about Director-Nominees

    | | M. Shawn Bort Independent Director Retired Senior Vice President, Finance, Saint-Gobain Corporation Director since 2009 Age as of Annual Meeting: 62 | | Committee Membership: Chair, Audit Committee Member, Pension Committee Member, Executive Committee | | | Principal Occupation and Business Experience • 2006 - 2015: 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) • 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 | | | 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. | |

  9. Information about Director-Nominees

    | | Theodore A. Dosch Independent Director Retired Executive Vice President of Strategy 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. | |

  10. Information about Director-Nominees

    | | Alan N. Harris Independent Director Retired Senior Advisor and Chief Development and Operations Officer, Spectra Energy Corporation Director since 2018 Age as of Annual Meeting: 70 | | 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. | |

  11. Information about Director-Nominees

    | | 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 States Steel Corporation • 2013: President and Chief Operating Officer, 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. | |

  12. Information about Director-Nominees

    | | William J. Marrazzo Independent Director Chief Executive Officer and President, WHYY, Inc. Director since 2019 Age 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). | |

  13. Information about Director-Nominees

    | | 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 • 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. | |

  14. Information about Director-Nominees

    | | Kelly A. Romano Independent Director Founder and Chief Executive Officer, BlueRipple Capital, LLC Director since 2019 Age as of Annual Meeting: 61 | | Committee Membership: Member, Audit Committee Member, Safety, Environmental and Regulatory Compliance Committee | | | 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). | |

  15. Information about Director-Nominees

    | | Santiago Seage Independent Director Chief Executive Officer of Atlantica Sustainable Infrastructure plc Director since 2023 Age 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. | |

  16. Information about Director-Nominees

    | CORPORATE GOVERNANCE |

  17. Board and Committee Structure

    | • | 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. |

  18. Board and Committee Structure

    | • | 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. |

  19. Communications with the Board

    | COMPENSATION OF DIRECTORS |

  20. DETERMINATION OF NON-EMPLOYEE DIRECTOR COMPENSATION

    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.

  21. DETERMINATION OF BOARD CHAIR COMPENSATION

    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. 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):

  22. DETERMINATION OF BOARD CHAIR COMPENSATION

    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.

  23. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    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.

  24. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual cash retainers |

  25. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    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:

  26. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | 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 |

  27. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    In addition, the Company paid Mr. Hermance an additional cash retainer of $68,500 for his service as independent Chair for Fiscal 2023.

  28. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual Long-Term Equity Awards |

  29. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    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.

  30. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The table below shows the components of director compensation for Fiscal 2023.

  31. DIRECTOR COMPENSATION TABLE

    | 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 |

  32. DIRECTOR COMPENSATION TABLE

    | (1) Annual Retainers. In Fiscal 2023, the Company paid its non-management Directors an annual cash retainer of $102,500 for Board service and paid an additional annual cash 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, $25,000; Compensation and Management Development, $20,000; Corporate Governance, $15,000; Safety, Environmental and Regulatory Compliance, $15,000; and the Pension Committee, $15,000. In addition, the Company paid Mr. Hermance $68,500 for his service as independent Chair of the Board for Fiscal 2023. The Company pays no meeting attendance fees. |

  33. DIRECTOR COMPENSATION TABLE

    | (2) Stock Awards. All Directors named above, excluding Messrs. Hermance, Seage and Walsh, received 2,600 stock units in Fiscal 2023 as part of their annual compensation. Mr. Hermance received 4,640 stock units in Fiscal 2023 for his service as Chair of the Board. Mr. Walsh received no stock units due to his retirement and departure from the Board 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 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. 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 14 to our audited consolidated financial statements for Fiscal 2023, which are included in our Annual Report on Form 10-K for Fiscal 2023. The dollar value shown in column (c) above reflects each Director’s annual award. The grant date fair value of (i) each Director’s annual award of 2,600 stock units was $103,506, and (ii) Mr. Hermance’s annual award of 4,640 stock units was $184,718. For the number of stock units credited to each Director’s account as of September 30, 2023, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 64. |

  34. DIRECTOR COMPENSATION TABLE

    | (3) Stock Options. All non-employee Directors, excluding Messrs. Hermance, Seage and Walsh, received 5,670 stock options in Fiscal 2023 as part of their annual compensation. Mr. Hermance received 10,120 stock options in Fiscal 2023 for his service as Chair of the Board. Mr. Walsh received no options due to his retirement and departure from the Board 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 options were granted under the 2021 Plan. 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. The amounts shown in column (d) above represent the grant date fair value of each Director’s Fiscal 2023 award. For the number of stock options held by each Director as of September 30, 2023, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 64. |

  35. DIRECTOR COMPENSATION TABLE

    | (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 distribution 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 (c). However, the dividend equivalents on the accumulated annual shares are only reported when they are distributed; the values of the dividend equivalents not already reported were $108,870 and $3,278 and for Messrs. Stallings and Walsh, respectively. |

  36. DIRECTORS

    DIRECTORS All independent 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 and to achieve the target level of common stock ownership within five years after joining the Board. The Company has a $500,000 annual limit with respect to individual Director equity awards. In establishing this limit, the Board of Directors considered competitive pay levels as well as the need to retain its current Directors and attract new directors with the relevant skills and attributes desired in director candidates.

  37. DIRECTORS

    | POLICY FOR APPROVAL OF RELATED PERSON TRANSACTIONS |

  38. DIRECTORS

    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 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.

  39. DIRECTORS

    | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS |

  40. DIRECTORS

    The Audit Committee is composed of independent Directors as defined by the rules of the New York Stock Exchange and Securities 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, 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 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 Committee first approved the engagement of EY as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2015. The Committee considered a variety of factors in selecting EY as the Company’s independent registered public accounting firm, including the firm’s independence and internal quality controls, the overall depth of talent, and EY’s experience with the Company’s industry and companies of similar scale and size. In determining whether to reappoint EY as the Company’s independent registered public accounting firm for Fiscal 2023, the Committee again took those factors into consideration along with its review 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 Form 10-K for 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 Form 10-K for Fiscal 2023 for filing with the SEC. Audit Committee M. Shawn Bort, Chair Theodore A. Dosch Kelly A. Romano

  41. DIRECTORS

    | OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  42. DIRECTORS

    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 of pre-approving audit and permissible non-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’s pre-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 2023 and 2022, were as follows:

  43. DIRECTORS

    | | 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 |

  44. DIRECTORS

    | (1) Audit Fees for Fiscal 2023 and Fiscal 2022 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 Form 10-Q and (iv) services that only the independent registered public accounting firm can reasonably be expected to provide, including the issuance of comfort letters. |

  45. DIRECTORS

    | (2) Audit-Related Fees for Fiscal 2023 and Fiscal 2022 relate to audits of subsidiary financial statements and debt compliance letters, and other attest services related to financial reporting not required by statute or regulation. |

  46. DIRECTORS

    | (3) Tax Fees for Fiscal 2023 and Fiscal 2022 were for tax compliance or advisory services at the Company and the Company’s international subsidiaries. |

  47. DIRECTORS

    | (4) All Other Fees for Fiscal 2023 and Fiscal 2022 were for software license fees. |

  48. DIRECTORS

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

  49. DIRECTORS

    The Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Committee recommended to the Company’s Board of Directors, and the Board of Directors approved, the inclusion of the Compensation Discussion and Analysis in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders. Compensation and Management Development Committee William J. Marrazzo, Chair Mario Longhi Cindy J. Miller Notwithstanding anything to the contrary, the reports of the Audit Committee and the Compensation and Management Development 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.

  50. DIRECTORS

    | COMPENSATION DISCUSSION AND ANALYSIS |

  51. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | Component | | Principal Objectives | Fiscal 2023 Compensation Actions | For More Information | | | Base Components | | | | | VARIABLE PAY | Salary | Compensate executive as appropriate for executive’s position, experience and responsibilities based on market data. | Merit salary increases ranged from 4.5% to 6.0% for all named executive officers. | Page 37 | | | Annual Bonus Awards | Motivate executive to focus on achievement of our annual business objectives. | Target incentives ranged from 60% to 125% of salary. Actual bonus payouts to our named executive officers ranged from 80% to 87% of target, primarily based on achievement of financial, safety, and diversity & inclusion goals. | Page 38 | | | Long-Term Incentive Awards | | | | | | 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 157,130 shares to 13,490 shares. | Page 40 | | | Performance Units | 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 a peer group and achieving a long-term earnings per share target. | The number of UGI performance units awarded in Fiscal 2023 ranged from 92,400 to 7,930. Approximately 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 total shareholder return (“TSR”) of Company stock relative to a 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 | | | Restricted Stock Units | Align executive interests with 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, as the value of restricted stock units, subject solely to time-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 3,080 shares. | Page 40 |

  52. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | 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% |

  53. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | (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. |

  54. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | (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. |

  55. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    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, which is based on grant date fair value as determined under U.S. generally accepted accounting principles (“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 fiscal year-end intrinsic value of the options granted to our executives in Fiscal 2023, Fiscal 2022 and Fiscal 2021 is zero. The table below illustrates the intrinsic value of the stock options granted to Mr. Perreault in the last three fiscal years.

  56. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | (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. |

  57. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | 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% |

  58. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | (2) Estimated ranking and payout reflects the TSR of UGI Corporation for the 2021-2023 performance period through September 30, 2023. Actual payout will be determined based on performance through December 31, 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. |

  59. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    Long-Term Incentives — Restricted Stock Units For Fiscal 2023, restricted stock units comprised 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 three years, subject to continued employment. The value of restricted stock units is tied to the performance of the market value of the Company’s common stock and the grant date value is calculated in accordance with the 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 Committee believes there is an appropriate link between executive compensation and the Company’s performance.

  60. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | • | The Committee utilizes the services of Pay Governance LLC (“Pay Governance”), an independent outside compensation consultant. The Committee believes that, during Fiscal 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. |

  61. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

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

  62. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | • | Annual bonus opportunities for the named executive officers are based primarily on key financial metrics, safety performance, and D&I goals. Similarly, long-term incentives are based on UGI Corporation common stock values and relative stock price performance. |

  63. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2023

    | • | 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. |

  64. COMPENSATION PHILOSOPHY AND OBJECTIVES

    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 value while deterring excessive risk taking. In Fiscal 2023, the components of our compensation program included salary, annual bonus awards, long-term incentive compensation (performance unit awards, restricted stock unit awards, and stock option grants), 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.

  65. DETERMINATION OF COMPETITIVE COMPENSATION

    DETERMINATION OF COMPETITIVE COMPENSATION In determining Fiscal 2023 compensation, the Committee engaged Pay Governance as its compensation consultant. The primary duties of Pay Governance were to:

  66. DETERMINATION OF COMPETITIVE COMPENSATION

    | • | provide the Committee with independent and objective market data; |

  67. DETERMINATION OF COMPETITIVE COMPENSATION

    | • | conduct compensation analyses; |

  68. DETERMINATION OF COMPETITIVE COMPENSATION

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

  69. DETERMINATION OF COMPETITIVE COMPENSATION

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

  70. DETERMINATION OF COMPETITIVE COMPENSATION

    | • | provide general consulting services related to the fulfillment of the Committee’s charter. |

  71. DETERMINATION OF COMPETITIVE COMPENSATION

    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 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 2023 by Pay Governance. We do not benchmark against specific companies in the databases utilized by Pay Governance in preparing its reports. Our Committee 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 Committee exercises discretion and also reviews 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’s non-utility and utility businesses, Pay Governance first referenced compensation data for comparable executive positions in each of the Willis Towers Watson 2022 General Industry Executive Compensation Database (“General Industry Database”) and the Willis Towers Watson 2022 Energy Services Executive Compensation Database (“Energy Services Database”). Willis Towers Watson’s General Industry Database is comprised of approximately 1,000 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 135 companies, primarily utilities. For all named executive officers, Pay Governance weighted the General Industry Database survey data 75% and the Energy Services Database survey data 25% 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% = $75,000) plus ($90,000 x 25% = $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 our non-utility and utility businesses. The identities of the companies that comprise the databases utilized by Pay Governance have not been disclosed to us by Pay Governance. 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 Governance size-adjusted the survey data to account for the relative revenues of the survey companies in relation to ours. 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% 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.

  72. ELEMENTS OF COMPENSATION

    | • | Annual Bonus Awards |

  73. ELEMENTS OF COMPENSATION

    Our named executive officers participate in the 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 assessed the 50th percentile for comparable positions. Eighty percent of the target bonus award opportunity for each of Messrs. Perreault, O’Brien, Jastrzebski and Beard (prorated for Mr. Beard for the period December 1, 2022 through September 30, 2023 to align with his promotion) and Mses. Gaudiosi and Zagorski is based on UGI Corporation Adjusted EPS, as adjusted for bonus purposes (financial performance portion of the award opportunity), 10% is based on the achievement 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), and 10% is based on the achievement of 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:

  74. ELEMENTS OF COMPENSATION

    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 the metrics described above provide “bottom line” measures of the performance of an executive in a large, well-established corporation. In addition, we 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 annual bonus calculation. We also believe that achievement of our D&I performance goal is an important step in advancing the Company’s dedication to deepen and improve our commitment to D&I and BIDE initiatives as we continue to embrace the diversity and uniqueness of individuals and cultures and the varied perspectives they provide. The following table summarizes the relevant ranges for targeted financial performance, actual financial performance achievement, actual safety performance achievement, and actual D&I performance achievement for Fiscal 2023.

  75. ELEMENTS OF COMPENSATION

    | | 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% |

  76. ELEMENTS OF COMPENSATION

    | 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 |

  77. ELEMENTS OF COMPENSATION

    | (1) Ms. Gaudiosi received a prorated target bonus for Fiscal 2023 of $236,666 in connection with her retirement from the Company. Mr. Jastrzebski did not receive a Fiscal 2023 bonus. However, Mr. Jastrzebski received a special one-time payment of $150,000 in recognition of his assistance with the transition of his responsibilities. |

  78. ELEMENTS OF COMPENSATION

    | (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. |

  79. ELEMENTS OF COMPENSATION

    | • | Long-Term Compensation — Fiscal 2023 Equity Awards |

  80. ELEMENTS OF COMPENSATION

    Background and Determination of Grants 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 incentive compensation program provides us the ability to attract and retain talented executives in a competitive market. Our long-term compensation for Fiscal 2023 included UGI Corporation stock option grants, restricted stock units, and performance units, which were all awarded under the UGI Corporation 2021 Incentive Award Plan (the “2021 Plan”). Each restricted stock unit represents 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 if specified performance goals and other conditions are met. UGI Corporation stock options generally have a term of 10 years and become exercisable in three equal annual installments beginning on the first anniversary of the grant date, 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 UGI Performance Peer Group (“TSR Performance Units”) and (ii) the two-year EPS performance of the Company as compared to a 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 2023, we initially referenced competitive median market-based long-term incentive compensation information (on an accounting value basis), as provided by Pay Governance. 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 applied approximately 20% of the amount of the long-term incentive opportunity to UGI stock options, approximately 20% to UGI restricted stock units, and approximately 60% to UGI performance units. 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 return and EPS over a period of time. The following table sets forth the long-term incentive awards made to our named executive officers in Fiscal 2023:

  81. ELEMENTS OF COMPENSATION

    | 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 |

  82. ELEMENTS OF COMPENSATION

    Peer Group and Performance Metrics TSR Performance Units While the value of performance units awarded to the named executive officers was determined as described above, the actual number of shares underlying TSR Performance Units to be paid out at the expiration of the three-year performance period will be based upon the Company’s comparative TSR over the period from January 1, 2023 to December 31, 2025. Specifically, with respect to TSR Performance Units, we will compare the TSR of the Company’s common stock relative to the TSR performance of those companies comprising the UGI 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 UGI 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. We will only remove a company that was included in the UGI 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:

  83. ELEMENTS OF COMPENSATION

    The UGI Performance Peer Group replaced the Adjusted Russell MidCap Utilities with respect to TSR Performance Unit grants beginning in Fiscal 2021. The Committee determined that the UGI Performance Peer Group is an appropriate peer group as a result of a shift in the Company’s business composition. The minimum award, equivalent to 25% of the number of TSR Performance Units, will be payable if the Company’s TSR rank is at the 25th percentile of the UGI Performance Peer Group. The target award, equivalent to 100% of the number of TSR Performance Units, will be payable if the TSR rank is at the 50th percentile. The maximum award, equivalent to 200% of the number of TSR Performance Units, will be payable if the Company’s TSR rank is at the 90th percentile of the UGI Performance Peer Group. EPS Performance Units The actual number of shares 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 period October 1, 2022 to September 30, 2024 is satisfied and the named executive officer is employed by or providing service to the Company on the last day of the vesting period. The Committee will determine at the conclusion of the two-year performance period whether and to what extent the Adjusted EPS performance goal was met. The actual amount of the award of EPS Performance Units may be higher or lower than the target award, or it may be zero, based on the Company’s Adjusted EPS for the 2024 fiscal year, as determined by the Committee in its sole discretion. The minimum award, equivalent to 50% of the target number of EPS Performance Units, will be payable if the Company’s Adjusted EPS is at the 90th percentile of the Adjusted EPS goal established by the Committee. The maximum award, equivalent to 200% of the target number of EPS 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 Dividend Equivalents Each award payable to the named executive officer provides a number of the Company’s shares equal to the number of performance units earned. After the Committee has determined that the conditions for payment have been satisfied, the Company has the authority to provide for a cash payment to the named executives in lieu of a limited number of the shares 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 equivalent 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 the per-share fair market value of any non-cash dividend paid by the Company during the performance period on Company shares on a dividend payment date. Accrued dividend equivalents are payable in cash based on the number of common shares, if any, paid out at the end of the performance period.

  84. ELEMENTS OF COMPENSATION

    | • | Long-Term Compensation — Payout of Performance Units for 2020-2022 Period |

  85. ONGOING PLANS AND POST-EMPLOYMENT AGREEMENTS

    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.

  86. UGI Corporation Supplemental Executive Retirement Plan and Supplemental 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. Beard 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 53, for additional information. 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% on the total return of the Standard and Poor’s 500 Index and 40% 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. Beard is eligible to participate in the SSP. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 56, for additional information.

  87. UGI Corporation Executive Severance Plan, Effective October 1, 2021

    UGI Corporation Executive Severance Plan, Effective October 1, 2021 The Company maintains an executive severance pay plan that provides severance compensation to certain senior level employees. The plan 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 each of the named executive officers. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 57, for further information regarding the severance plans.

  88. Change in Control Agreements

    Change in Control Agreements The Company has change in control agreements with Messrs. O’Brien, Beard, and Koerwer and Ms. 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. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 57, for further information regarding the change in control agreements.

  89. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES The Committee 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. Grants to a new employee are generally effective on the later of the date the employee commences employment with us or the date the Committee authorizes the 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 for non-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 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.

  90. TAX CONSIDERATIONS

    | 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 |

  91. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table and footnotes provide information regarding equity and non-equity plan grants to the named executive officers in Fiscal 2023.

  92. Grants of Plan-Based Awards in Fiscal 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 |

  93. Grants of Plan-Based Awards in Fiscal 2023

    | (1) The amounts shown under this heading relate to bonus opportunities under the relevant company’s annual bonus plan for Fiscal 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 the Non-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table. For 80% of the bonus opportunity, the threshold amount is based on achievement of the UGI Corporation financial goal. For 10% of their bonus opportunity, the threshold amount is based on achievement of a safety performance score using the OSHA Recordable Injury Rate and Accountable Vehicle Accident Rate |

  94. Grants of Plan-Based Awards in Fiscal 2023

    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.

  95. Grants of Plan-Based Awards in Fiscal 2023

    | (2) The awards shown are performance units under the Company’s 2021 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, with pro-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. |

  96. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Restricted stock units are granted under the Company’s 2021 Plan. Restricted stock units are time-based and generally cliff vest in three years, subject to continued employment. In the event of termination 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 the 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 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. |

  97. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Options are granted under the Company’s 2021 Plan. Under the Company’s 2021 Plan, the option exercise price is not less than 100% of the fair market value of the Company’s 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 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 the 13-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 the 12-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. |

  98. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table shows the outstanding stock option, performance unit, and restricted unit awards held by the named executive officers at September 30, 2023.

  99. Outstanding Equity Awards at Year-End

    | 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 |

  100. Outstanding Equity Awards at Year-End

    Note: Column (d) was intentionally omitted.

  101. Outstanding Equity Awards at Year-End

    | (1) These options were granted effective January 1, 2016 and were fully vested on January 1, 2019. |

  102. Outstanding Equity Awards at Year-End

    | (2) These options were granted effective January 1, 2017 and were fully vested on January 1, 2020. |

  103. Outstanding Equity Awards at Year-End

    | (3) These options were granted effective January 1, 2018 and were fully vested on January 1, 2021. |

  104. Outstanding Equity Awards at Year-End

    | (4) These options were granted effective January 30, 2019 and were fully vested on January 30, 2022. |

  105. Outstanding Equity Awards at Year-End

    | (5) These options were granted effective January 1, 2020 and were fully vested on January 1, 2023. |

  106. Outstanding Equity Awards at Year-End

    | (6) These options were granted effective January 1, 2021. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 1, 2024. |

  107. Outstanding Equity Awards at Year-End

    | (7) These options were granted effective June 28, 2021 in connection with Mr. Perreault’s promotion to President and Chief Executive Officer in 2021. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on June 28, 2024. |

  108. Outstanding Equity Awards at Year-End

    | (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. |

  109. Outstanding Equity Awards at Year-End

    | (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. |

  110. Outstanding Equity Awards at Year-End

    | (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. |

  111. Outstanding Equity Awards at Year-End

    | (11) These options were granted effective January 1, 2015 and were fully vested on January 1, 2018. |

  112. Outstanding Equity Awards at Year-End

    | (12) These options were granted effective January 1, 2019 and were fully vested on January 1, 2022. |

  113. Outstanding Equity Awards at Year-End

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

  114. Outstanding Equity Awards at Year-End

    | (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. |

  115. Outstanding Equity Awards at Year-End

    | (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. |

  116. Outstanding Equity Awards at Year-End

    | (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. |

  117. Outstanding Equity Awards at Year-End

    | (17) These restricted stock units were granted effective January 1, 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. |

  118. Outstanding Equity Awards at Year-End

    | (18) These restricted 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 on the third anniversary of the grant date and will be fully vested on June 28, 2024. |

  119. Outstanding Equity Awards at Year-End

    | (19) These restricted stock units were granted effective January 1, 2022 and will fully vest 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. |

  120. Outstanding Equity Awards at Year-End

    | (20) These restricted stock units were granted effective January 12, 2023 and will fully vest on January 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. |

  121. Outstanding Equity Awards at Year-End

    | (21) These performance units were awarded January 1, 2021, with the exception of Mr. Perreault’s promotional grant that was awarded on June 28, 2021. The measurement period for the performance goal is January 1, 2021 through December 31, 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 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, 2024. As of September 30, 2023, the Company’s TSR ranking would qualify for no payout of the target number of performance units originally granted. See Compensation Discussion and Analysis - Long Term Compensation - Fiscal 2023 Equity Awards for more information on the TSR performance goal measurements. |

  122. Outstanding Equity Awards at Year-End

    | (22) These performance units were awarded January 1, 2022. The measurement period for the performance goal is January 1, 2022 through December 31, 2024. 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 the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of |

  123. Outstanding Equity Awards at Year-End

    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.

  124. Outstanding Equity Awards at Year-End

    | (23) These performance units were awarded January 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 January 1, 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 the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of the first day of the performance measurement period. The performance units will be payable, if at all, on January 1, 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. |

  125. Outstanding Equity Awards at Year-End

    | (24) These performance units were awarded January 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 October 1, 2022 through September 30, 2024, with an additional one-year vesting period. The performance goal is based on a predetermined adjusted earnings per share for the fiscal 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 determined by the Committee in its sole discretion (payment for intermediate levels of performance to be determined by interpolation with a minimum 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. |

  126. Outstanding Equity Awards at Year-End

    | (25) These restricted units were granted effective April 11, 2023 in connection with the commencement of Mr. O’Brien’s employment. All units will vest on the third anniversary of Mr. O’Brien’s employment commencement date, on April 11, 2026. |

  127. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table sets forth (i) the number of shares of UGI Corporation common stock acquired by the named executive officers in Fiscal 2023 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 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 on the vesting date.

  128. Option Exercises and Stock Vested in Fiscal 2023

    | 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 |

  129. Pension Benefits

    Pension Benefits The following table shows (i) the number of years of credited service for the named executive officers under the UGI Pension Plan and the UGI SERP, (ii) the actuarial present value of accumulated benefits under those plans as of September 30, 2023, and (iii) any payments made to the named executive officers in Fiscal 2023 under those plans.

  130. Pension Benefits

    | 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 |

  131. Pension Benefits

    | (1) Messrs. Perreault, O’Brien, Koerwer, and Jastrzebski and Mses. Gaudiosi and Zagorski do not participate in any defined benefit pension plan. |

  132. Pension Benefits

    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. The UGI Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 62 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 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 minimum of (1) and (2), where

  133. Pension Benefits

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

  134. Pension Benefits

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

  135. Pension Benefits

    B = 1% of the estimated primary Social Security benefit multiplied by years of 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% at age 55 to 100% (no reduction) at age 62. The normal form of benefit under the UGI Pension Plan 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. 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:

  136. Pension Benefits

    | 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 |

  137. Pension Benefits

    | 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. |

  138. Pension Benefits

    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 2023, the limit on the compensation that may be used is $330,000 and the limit on annual benefits payable for an employee retiring at age 65 in 2023 is $265,000. Benefits in excess of those permitted under the statutory limits are paid from the UGI SERP, described below. Mr. Beard is eligible for reduced early retirement benefits under the CPG Formula.

  139. Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2023

    Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2023 The amounts shown in the Pension Benefit Table above are actuarial present values of the benefits accumulated through September 30, 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:

  140. Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2023

    | | 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 |

  141. Nonqualified Deferred Compensation

    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.

  142. Nonqualified Deferred Compensation

    | 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 |

  143. Nonqualified Deferred Compensation

    | (1) 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. |

  144. Nonqualified Deferred Compensation

    | (2) 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. |

  145. Nonqualified Deferred Compensation

    | (3) The aggregate balances do not include the Company contributions for Fiscal 2023 set forth in column (c) since the Company contributions occur after fiscal year end. |

  146. Nonqualified Deferred Compensation

    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 2023 was $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% on the first 3% of eligible compensation, and a match of 25% on the next 3%, assuming that the employee contributed to the UGI Savings Plan the lesser of 6% 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% weighting) and the annual return on the Barclays Capital U.S. Aggregate Bond Index (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 a six-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% of the participant’s compensation (salary and annual bonus) up to the Code compensation limit ($305,000 in plan year 2023) and 10% 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. 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 Section 409A of the Code, payment is made within 15 days after expiration of a six-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 2009 Deferral Plan. See COMPENSATION DISCUSSION AND ANALYSIS – UGI Corporation 2009 Deferral Plan, As Amended and Restated Effective June 15, 2017, page 43.

  147. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  148. Potential Payments Upon Termination or Change in Control

    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 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 the 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.

  149. Potential Payments Upon Termination or Change in Control

    | 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 |

  150. Potential Payments Upon Termination or Change in Control

    | (1) Amounts shown under “Severance Pay” in the case of involuntary termination without cause are calculated under the terms of the 2021 Severance Plan. We assumed that 100% of the target annual bonus was paid. |

  151. Potential Payments Upon Termination or Change in Control

    | (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. |

  152. Potential Payments Upon Termination or Change in Control

    | (3) In calculating the amounts shown under “Equity Awards with Accelerated Vesting”, we assumed (i) the continuation of the Company’s dividend at the rate in effect on September 30, 2023; and (ii) performance at the greater of actual through September 30, 2023 and target levels with respect to performance units. |

  153. Potential Payments Upon Termination or Change in Control

    | (4) Amounts shown under “Nonqualified Retirement Benefits” are in addition to amounts shown in the Pension Benefits Table – Fiscal 2023 and the Nonqualified Deferred Compensation Table – Fiscal 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. |

  154. Potential Payments Upon Termination or Change in Control

    | (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. |

  155. CEO Pay Ratio

    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.

  156. CEO Pay Ratio

    | 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 |

  157. CEO Pay Ratio

    Methodology:

  158. CEO Pay Ratio

    | 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. |

  159. CEO Pay Ratio

    | 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. |

  160. CEO Pay Ratio

    | 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. |

  161. CEO Pay Ratio

    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.

  162. Pay Versus Performance Disclosure

    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.

  163. Pay Versus Performance Disclosure

    | | | | | | | | 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 |

  164. Pay Versus Performance Disclosure

    | (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. |

  165. Pay Versus Performance Disclosure

    | (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. |

  166. Pay Versus Performance Disclosure

    | 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 |

  167. Pay Versus Performance Disclosure

    | 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 |

  168. Pay Versus Performance Disclosure

    | 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 |

  169. Pay Versus Performance Disclosure

    | (3) The Peer Group for which TSR is provided in column (g) is the S&P 500 Utilities Index. |

  170. Pay Versus Performance Disclosure

    | (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. |

  171. Pay Versus Performance Disclosure

    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.

  172. Pay Versus Performance Disclosure

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & TSR | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & NET INCOME | | | |

  173. Pay Versus Performance Disclosure

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & ADJUSTED EPS | TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES | | | • Adjusted EPS • Safety - OSHA recordables • Diversity & Inclusion goals • Relative TSR |

  174. Pay Versus Performance Disclosure

    | SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |

  175. Pay Versus Performance Disclosure

    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, 2023. The address for each beneficial owner in the table below is c/o UGI Corporation, P.O. Box 858, Valley Forge, PA 19482. Each other person named in the table beneficially owns less than 1.0% of the outstanding common stock. Directors and executive officers as a group own approximately 1.2% of the outstanding common stock. For purposes of reporting total beneficial ownership, shares that may be acquired within 60 days of October 1, 2023 through UGI Corporation stock option exercises are included.