This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.
| Meeting Information |
| Time and Date: | 9:00 a.m. Eastern Standard Time, Friday, January 30, 2026. |
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| Place: | The Annual Meeting will be conducted solely by remote communication through a virtual meeting format. |
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| Please visit www.virtualshareholdermeeting.com/UGI2026 to be admitted to the Annual Meeting. Shareholders or their legal proxies must enter the 16-digit control number found on their proxy card, voting instruction form or other proxy materials. |
| Record Date: | December 1, 2025 |
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| Voting: | Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each matter to be voted on. |
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| | Proposals | | |
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| Proposals | Required Approval | BoardRecommendation | For MoreInformation |
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| Election of ten (10) Directors | Majority of Votes Cast | FOR | Page 12 |
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| Advisory Vote to approve the Fiscal 2025 Compensation of the Company’s Named Executive Officers (“say-on-pay vote”) | Majority of Votes Cast | FOR | Page 73 |
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| Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026 | Majority of Votes Cast | FOR | Page 75 |
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| How to Vote |
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| Over the Internet | By Telephone | By Mail or at the Meeting |
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| If your shares are registered in your name: Vote your shares over the Internet by either scanning the QR Barcode on your Notice of Availability of Proxy Materials, or by accessing the Broadridge proxy online voting website at: www.proxyvote.com and following the on-screen instructions. You will need the control number that appears on your Notice of Availability of Proxy Materials when you access the web page. | If your shares are registered in your name: Vote your shares over the telephone by accessing the telephone voting system toll-free at 1-800-690-6903 and following the voting instructions. The telephone instructions will lead you through the voting process. You will need the control number that appears on your Notice of Availability of Proxy Materials when you call. | If you received these Annual Meeting materials by mail: Vote by signing and dating the proxy card(s) and returning the card(s) in the prepaid envelope.Shareholders may vote at the Annual Meeting. You may vote your shares by accessing the Annual Meeting website at www.virtualshareholdermeeting.com/UGI2026 and clicking on the Vote Here button. |
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| If your shares are held in the name of a broker, bank or other nominee: Vote your shares over the Internet by following the voting instructions you receive from such broker, bank or other nominee. | If your shares are held in the name of a broker, bank or other nominee: Vote your shares by telephone by following the voting instructions you receive from such broker, bank or other nominee. | You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the Judge of Election with your ballot to be able to vote at the Annual Meeting. |
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Operational Highlights
UGI reported diluted earnings per share of $3.09 and adjusted diluted earnings per share of $3.32 for the fiscal year ended September 30, 2025 (“Fiscal 2025”). Our business strategy is to grow the Company by focusing on our core competencies of distributing, storing, transporting and marketing energy products. We utilize our core competencies from our existing diversified businesses and our international experience, extensive asset base and access to customers to accelerate both organic growth in our existing businesses as well as in related and complementary businesses. We strive to be the preferred provider in all markets we serve and to return value to our shareholders.
In Fiscal 2025, the Company was focused on enhancing its operations and financial profile to unlock greater value for shareholders. This included optimizing the Company’s operating model, establishing a culture of high performance, pursuing operational excellence through continuous improvement, and driving reliable earnings growth. Specifically, we continue to focus on (1) driving reliable earnings growth in the base businesses, primarily through strong operational performance and robust investments in our regulated utilities businesses; (2) executing on a suite of operational improvements at AmeriGas Propane; (3) achieving operational efficiencies to improve cost agility; (4) pursuing opportunities to optimize our portfolio; and (5) enhancing our capital structure and credit metrics to provide greater financial flexibility.
ESG Strategy:
At UGI, we are committed to advancing a sustainable future by equipping communities and customers with safe, affordable, and reliable energy solutions while creating long-term value through responsible stewardship of our operations, people, and the environment.
The three pillars that comprise UGI’s environmental, social, and governance (“ESG”) approach are:
| ● | Environmental Compliance and Stewardship: Meet regulatory requirements and industry benchmarks for greenhouse gas (“GHG”) emissions reduction, energy efficiency, and environmental stewardship across operations while proactively managing environmental performance across our operations. |
| ● | Social Responsibility: Enrich the lives of customers, communities, and employees through strong service delivery, strengthened partnerships, and enhanced well-being initiatives. Maintain competitive employee programs, community engagement initiatives, and customer satisfaction metrics aligned with sector standards. |
| ● | Governance Excellence: Maintain strong governance, risk management practices, transparent and auditable reporting and ongoing stakeholder communication while integrating ESG considerations into strategic decision-making. |
To support this strategy, we have made the following environmental ESG-related commitments, which remain on track for completion within the timelines stated.
| ● | Scope 1 GHG Emissions Reduction Commitment – Reduce Scope 1 GHG emissions by 55% by 2025 (using Fiscal 2020 as a baseline). |
| ● | Methane Emissions Reduction Commitment – 92% reduction by 2030, and 95% reduction by 2040. |
| ● | Pipeline Replacement and Betterment Commitment – Replace all cast iron pipelines by 2027 and all bare steel by 2041. Our pipeline replacement and betterment activities better enable us to achieve our GHG emissions reductions goals by not only enhancing safety but also minimizes methane leaks and improves overall system efficiency. |
| ● | Renewable Investment Commitment – Invested $500 million by 2025 into renewable energy solutions. Some investments include natural gas projects that capture fugitive methane from dairy farms, landfills, and food waste facilities, thereby preventing GHG emissions while producing pipeline-quality renewable fuel. |
We report our progress on the environmental goals and commitments annually in our Sustainability Reports, including our Scope 1, 2 and 3 GHG emissions, air quality impact, and water management efforts. Our Scope 3 GHG emissions stem primarily from the extraction (upstream) and combustion (downstream) of the molecules we distribute, and from our supply chain. Our Sustainability Reports may be accessed on our website under “ESG - Resources - Sustainability Reports.” Information published in our Sustainability Reports is not incorporated by reference in this Proxy Statement.
Corporate Governance Highlights
We are committed to maintaining high standards of corporate governance. To that end, the Board of Directors (the “Board”) and our Corporate Governance Committee stay up-to-date on recent trends, best practices, and executive policy updates that align with our Company’s and shareholders’ best interests. The following is a summary of our key current corporate governance practices:
| ✔ | Annual election of directors |
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| ✔ | Majority voting standard with a director resignation policy for directors not receiving a majority of votes cast in uncontested elections |
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| ✔ | No supermajority voting provisions |
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| ✔ | The Board currently is led by an independent chair |
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| ✔ | Majority of director-nominees are independent (9 of 10) |
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| ✔ | Mandatory retirement age of 75 years for directors |
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| ✔ | Demonstrated continued refreshment of the Board, with 5 out of 10 Board nominees with less than 5 years of service |
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| ✔ | Independent Board Committees (with the exception of the Executive Committee), each with authority to retain independent advisors |
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| ✔ | Engaged and focused Board, met 8 times in Fiscal 2025 |
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| ✔ | Regularly scheduled executive sessions of non-management directors |
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| ✔ | Compensation and Talent Development Committee advised by independent compensation consultant |
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| ✔ | Annual Board and Committee self-assessment process |
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| ✔ | Annual limit of $500,000 on individual director equity awards |
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| ✔ | Robust director stock ownership requirements |
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Executive Compensation Highlights
The compensation program for our named executive officers is designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate and encourage our executives to contribute to our success and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value. In alignment with that objective, our Compensation and
Talent Development Committee and the Board determine pay based on a comprehensive view of quantitative and qualitative factors designed to enhance shareholder value and align the long-term interests of executives and shareholders.
In Fiscal 2025, the components of our executive compensation program included base salary, annual bonus awards, long-term incentive compensation (performance stock unit (“PSU”) awards and restricted stock unit (“RSU”) awards), limited perquisites, retirement benefits and other benefits, all as described in greater detail in the Compensation Discussion and Analysis of this Proxy Statement. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program to support our short- and long-term goals.
Consistent with our philosophy of linking financial performance to executive compensation, our executive compensation mix emphasizes performance-based incentives. A significant amount of Fiscal 2025 total target compensation for our named executive officers was “at risk,” meaning that a large portion of their compensation is not guaranteed, depends on meeting specific performance goals and conditions, or is tied to time-based equity awards. In Fiscal 2025, 85% of our CEO’s compensation, and 71% of the average compensation of our other active named executive officers, was “at-risk” and almost 60% of our CEO’s total target compensation, and almost 50% for our other active named executive officers’ total target compensation, was performance-based.
For example, UGI Corporation relative total shareholder return (“TSR”) PSU awards resulted in no payout for the UGI Corporation PSU awards cycle ended December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024. For the Fiscal 2023 PSUs tied to Adjusted EPS, 81.3% of target was achieved for the two-year performance period ended September 30, 2024, subject to an additional one-year time-vesting requirement ending on September 30, 2025 for certain executives. For additional information on the alignment between our financial results and executive officer compensation, see the Compensation Discussion and Analysis in this Proxy Statement.
The following is a summary of our key current executive compensation practices:
| ✔ | Robust executive officer stock ownership requirements |
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| ✔ | 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 |
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| ✔ | Termination of employment in the event of a change in control (“double trigger”) is required for cash severance under change-in-control agreements and for accelerated vesting of equity awards under the equity award agreements |
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| ✔ | No tax gross-ups in change-in-control agreements for any of our named executive officers |
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| ✔ | 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 |
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| ✔ | Board-reviewed succession plan for CEO and other senior management |
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| ✔ | Annual advisory vote on executive compensation |
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