UGI (UGI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 31, 2025, 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 a shareholder proposal regarding director resignation guidelines.

• Fiscal 2024 saw a focus on optimizing the operating model, cost structure, and capital allocation, with reported diluted EPS of $1.25 and adjusted EPS of $3.06.

• The company exited non-core European energy marketing businesses and divested its Swiss LPG business, deploying over $900 million in capital, mainly to regulated utilities and midstream segments.

Voting matters and shareholder proposals

• Proposals include electing ten directors, approving executive compensation, ratifying KPMG LLP as auditor, and considering a shareholder proposal on director resignation guidelines.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal, citing existing robust governance practices.

• Each share of common stock is entitled to one vote per matter.

Board of directors and corporate governance

• Board consists of ten nominees, with 70% diversity, 50% racial/ethnic diversity, and 40% women.

• Nine of ten nominees are independent; the board is led by an independent chair.

• Annual board and committee self-assessments, director stock ownership requirements, and overboarding policies are in place.

• Board committees include Audit, Compensation and Management Development, Corporate Governance, Safety, Environmental and Regulatory Compliance, and Executive.