UGI (UGI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 30, 2026, will be held virtually to maximize shareholder participation and reduce costs.

• Shareholders will vote on the election of ten directors, an advisory say-on-pay vote, ratification of KPMG LLP as auditor, and other business.

• UGI reported $3.09 diluted EPS and $3.32 adjusted EPS for fiscal 2025, with a focus on operational excellence, portfolio optimization, and financial flexibility.

• ESG commitments include a 55% reduction in Scope 1 GHG emissions by 2025, 92% methane reduction by 2030, and $500 million invested in renewables by 2025.

Voting matters and shareholder proposals

• Proposals include election of ten directors, advisory approval of executive compensation, and ratification of KPMG LLP as independent auditor.

• All proposals require a majority of votes cast for approval.

• Shareholders may submit questions in advance and vote electronically during the meeting.

Board of directors and corporate governance

• Board consists of ten nominees, with 9 of 10 considered independent and an average tenure of 4.7 years.

• Board refreshment emphasized, with half of nominees having less than five years of service.

• Board led by an independent chair; annual director elections and majority voting standard in place.

• Committees include Audit, Compensation and Talent Development, Corporate Governance, Safety, Environmental and Regulatory Compliance, and Executive.

• Annual board and committee self-assessment process and robust director stock ownership requirements.