UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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UGI Corporation

(Name of Registrant as Specified In Its Charter)

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This summary highlights information contained elsewhere in this Proxy Statement. The summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

UGI Corporation (the “Company”) reported diluted earnings per share of $2.54$6.92 and adjusted diluted earnings per share of $2.67$2.96 for the fiscal year ended September 30, 20202021 (“Fiscal 2020”2021”). Adjusted earnings per share exclude (i) the impact of changes in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions, (ii) business transformation expenses, (iii) acquisition and integration expenses associated with the acquisition of Columbia Midstream Group, LLC and Columbia Pennant, LLC on August 1, 2019Mountaineer Gas Company (the “CMG“Mountaineer Acquisition”), and (iii) losses on dispositions(iv) impairment of a customer relationship intangible, (v) impairment of the Company’s ownership stakeinvestment in PennEast, and (vi) the Conemaugh coal-fired power generation station (“Conemaugh”) and our HVAC business.impact of a change in Italian tax law.

The Board of Directors increased the annual dividend rate during Fiscal 20202021 by approximately 1.5%4.5% (the 33rd34th consecutive year of annual dividend increases). As described in more detail below, we also made significant progress on our environmental, social and governance (“ESG”) initiatives during Fiscal 2020.2021 through the establishment of a dedicated ESG team and advancement on our commitment to the Company’s Belonging, Inclusion, Diversity and Equity (“BIDE”) initiative.

In addition, bothwe identified and communicated to our investors three key elements that we believe will advance our strategy: (1) providing reliable earnings growth; (2) investing in renewable energy solutions; and (3) rebalancing our portfolio, with an emphasis on natural gas and renewable energy solutions. The following discussion highlights some of our key accomplishments in these areas during Fiscal 2021.

We are committed to consistently growing our earnings and plan to continue this growth through increased investments in our regulated utilities business, generating significant fee-based income in our Midstream and Marketing operations, and investing in high-growth and more weather resilient markets at our LPG businessesbusinesses.

For example, in September 2021, we completed the Mountaineer Acquisition, the largest gas local distribution company in West Virginia, adding approximately 214,000 customer and approximately 6,000 miles of pipelines. Additionally, during Fiscal 2021 we acquired Pine Run Midstream, LLC, an operator of 43-miles of dry gas gathering pipeline and compression assets in western Pennsylvania.

In Fiscal 2021, the Company and its subsidiaries announced the following projects, which we believe will provide a range of benefits, including reducing our carbon footprint and addressing increased customer demand for low carbon energy sources while serving as a foundation for growth within the renewable energy space:

In Fiscal 2021, we executed on our rebalancing strategy through several transactions and investments, including the Mountaineer Acquisition and the aforementioned investments in renewable energy. In addition to these transactions and investments, UGI Utilities, Inc. continued to execute on their multi-year transformation initiatives in Fiscal 2020, which are designed to (i) improve long-term operational performance by reducing costs and improving efficiencies and (ii) deliver an enhanced customer experience. The Company also made a record capital investment in the execution of UGI Utilities, Inc.’sits infrastructure replacement and system betterment program.program, with record capital expenditures in Fiscal 2021 and additional expenditures expected in the coming years. UGI Utilities, Inc. remains on schedule to achieve its goal of replacing the cast iron portions of its gas mains by March 2027 and the bare steel portion of its gas mains by September 2041. We believe that the replacement of aging infrastructure results in increased contributions to rate base growth and also reduces emissions while improving operational efficiency.

We are committed to delivering safe, reliable, affordable, and sustainable energy solutions to our customers. In Fiscal 2020,2021, the Company released its secondthird Environmental, Social and Governance Report (the “ESG Report”) titled, “Today’s“The Foundation of a Renewable Energy Tomorrow’s World”.Future.” In this report, we provide performance data related to our ESG commitments. Our goal is to use ESG data to supplement our financial reporting materials to effectively meet our constituents’ broader need for information.

In Fiscal 2021, the Company created a dedicated position to lead the Company’s ESG initiative. The 2020creation of this officer-level position, supported by a dedicated team, is an important step in driving sustainability efforts across the Company and enhancing the quality of disclosure and reporting for its stakeholders.

The 2021 ESG report may be accessed on our website at www.ugiesg.com under the caption “Resources – Sustainability Reports.” The information included in the ESG Report is not intended to be incorporated by reference into this Proxy Statement.

Effective ESG management supports our goal to create long-term value for our stakeholders. The Company continues to implement a three-pronged innovative strategiesapproach to remain good stewards of capital and the environmentmitigate climate change by (i) reducing our emissions through investment in infrastructure and more efficient operations, (ii) decreasing our customers’ emissions through conversions, energy efficiency programs and fleet conversions, and (iii) investing in infrastructure that reduces methane andalternative energy solutions to reduce greenhouse gas (“GHG”) emissions (ii) eliminatingand provide low or zero carbon from our operations and (iii) offering renewable energy solutions to our customers.

We also offer a network of employee resource groups that provides rebatesalign with our efforts to program participants.promote diversity and inclusion.

During Fiscal 2020,2021, our employees donated over 37,000 hours to community-based organizations, participating in a variety of activities such as helping students with school-related initiatives, delivering meals to the home-bound, cleaning and repairing community parks and facilities, coaching youth sport programs, and serving as volunteer firefighters and emergency responders. Our leadership team, Board of Directors, and employees provided financial and volunteer support to a variety of non-profit organizations includingthroughout the year. In Fiscal 2021, our employees set a record for total dollars pledged to the local United Way, Philabundance, the Central Pennsylvania Food Bank, Helping Harvest, American Red Cross, the Salvation Army, and Reading is Fundamental.

In alignment with our values to promote diversity and inclusion, the Company created the Belonging, Inclusion, Diversity, & Equity (“BIDE”) Initiative. The BIDE Initiative provides the organizational blueprint for achieving greater diversity and uniquenesscontributions in excess of individuals and cultures and the varied perspectives they provide throughout the organization.$1.2 million. The Company committed towas also recognized by the Philadelphia Business Journal as a minimum contributionwinner of $500,000 to partner organizations in our local communities to combat racial inequality and systemic racism. As partthe 2020 Faces of this initiative,Philanthropy Awards Program for its sponsorship of the Company established new partnerships withMuseum of the Urban Affairs Coalition and Big Brothers Big Sisters, further demonstrating UGI’s commitment to the communities it serves. We believe that, by fostering an environment that exemplifies our core value of Respect, we gain unique perspectives, backgrounds and varying experiences to ensure our continued long-term success.American Revolution.

The safety and well-being of our employees, customers, and communities is of the utmost importance. Safetyimportance and it is the top priority for our business. UGI and its businesses continue to invest in programs, technology, and training to improve safety throughout our operations. We believe that the achievement of superior safety performance is both an important short-termshort- and long-term strategic initiative in managing our operations. Safety is included as a component of the annual bonus calculation for executives and non-executives, reinforcing our commitment to safety across our organization.

During Fiscal 2021, we continued to focus on responding to the challenges of the COVID-19 pandemic, particularly as they related to our global workforce. Our senior management team continued to have regular COVID-19 and return-to-office planning sessions to address the critical safety, operational and business risks associated with the pandemic across all geographies. Through these efforts, as well as our continued commitment to monitor, assess, and implement guidance and best practices recommended by the World Health Organization and Centers for Disease Control and Prevention, we have been able to maintain the continuity of the essential services that we provide to our customers, while also promoting the health, well-being and safety of our employees, customers, and communities.

In Fiscal 2021, the Company launched its first global employee engagement survey. The survey was completed by more than 7,000 employees across our organization. While it offered employees an anonymous forum for providing candid and thoughtful feedback about the Company and engaging with management, it also informed the Company of potential opportunities for change.

The following matrix reflects areas ofhighlights each director-nominee’s specific skills, knowledge, qualifications and experienceexperiences that are relevant to our long-term strategy beyond the minimum qualifications that our Board believes are necessary for all directors. The Corporate Governance Committee of the Board and our Board believe that each director-nominee also brings his/her 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 is provided in each director-nominee’s biography beginning on page 10.

TenEleven directors have been nominated by the Board of Directors to stand for election as directors at the Annual Meeting of Shareholders based upon recommendations from the Corporate Governance Committee. Each director-nominee has consented to serve, if elected, until the next annual meeting or until his or her earlier resignation or removal. If any director-nominee is not available for election, proxies will be voted for another person nominated by the Board of Directors or the size of the Board will be reduced. At this time, the Board of Directors knows no reason why any of the director-nominees may not be able to serve as a director if elected.

Other than Mario Longhi and Cindy J. Miller,Roger Perreault, who werewas elected by the Board of Directors to serve as Directorsa Director effective April 20, 2020 and September 1, 2020, respectively,June 25, 2021, all of the director-nominees were elected to the Board by our shareholders at last year’s annual meeting. The Board of Directors has unanimously nominated M. Shawn Bort, Theodore A. Dosch, Alan N. Harris, Frank S. Hermance, Mario Longhi, William J. Marrazzo, Cindy J. Miller, Roger Perreault, Kelly A. Romano, James B. Stallings, Jr., and John L. Walsh for election as directors at the Annual Meeting. Marvin O. Schlanger previously announced his intention to retire as Vice Chair of the Company’s Board of Directors and to not stand for reelection to the Company’s Board of Directors at the Company’s 2021 Annual Meeting. In addition, as previously announced, K. Richard Turner informed the Company of his intent not to stand for reelection to the Company’s Board of Directors at the Company’s 2021 Annual Meeting.

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.

Board Independence

Board Tenure

Diversity of Nominees

11 Directors

~ 5 yrs. avg. tenure

36% diverse

Nine out of our eleven directors are independent

Tenure of our directors

Ethnic, Gender or other minorities represented

		THEODORE A. DOSCH Executive Vice President of Strategy and Chief Transformation Officer WESCO International Inc.   Director since 2017 Age 61 Chair, Pension Committee Member, Audit Committee62

Committee Membership:

Chair, Pension Committee

Member, Audit Committee

Principal Occupation and Business Experience:Experience:

Mr. Dosch is 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). He previously served as the Chief Financial Officer (2011-2020)(2011 to 2020) and Senior Vice President, Global Finance (2009 to 2011) of Anixter International Inc. (a leading global distributor of network & security solutions, electrical & electronic solutions and utility power solutions). Prior to joining Anixter International, Mr. Dosch held a number of executive positions with Whirlpool Corporation, including CFO – North America and Vice President, Finance, of Maytag Integration (2006 to 2008), Corporate Controller (2004 to 2006) and CFO – North America (1999 to 2004). In connection with the suspension of voluntary reporting obligations under the Exchange Act, Mr. Dosch also served as a Director of UGI Utilities, Inc. until April 2020.

Key Skills and Qualifications:Qualifications:

Mr. Dosch’s qualifications to serve as a director include his senior financial executive management experience at both 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 experience 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.

Chair of the Board

Committee Membership:

Chair, Corporate Governance Committee

Chair, Executive Committee

Principal Occupation and Business Experience:Experience:

Mr. Hermance serves as the Company’s Chairman of the Board (since January 2020). He is the retired Chairman (2001 to 2017) and Chief Executive Officer (1999 to 2016) of AMETEK, Inc. (a global manufacturer of electronic instruments and electromechanical devices). He previously served as AMETEK’s President and Chief Operating Officer (1996 to 1999). Mr. Hermance also serves as Director Emeritus of the Greater Philadelphia Alliance for Capital and Technologies, as Vice Chairman of the World Affairs Council of Philadelphia, and as an advisory board member at American Securities LLP (a private equity firm). He previously served as a member of the Board of Trustees of the Rochester Institute of Technology (until November 2016) and as a Director of AmeriGas Propane, Inc., a subsidiary of the Company, until its merger into UGI Corporation in August 2019. In connection with the suspension of voluntary reporting obligations under the Exchange Act, Mr. Hermance also served as a Director of UGI Utilities, Inc. until April 2020.

Key Skills and Qualifications:Qualifications:

Mr. Hermance’s qualifications to serve as a director include his extensive senior management experience in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of a large global company. The Board also considered Mr. Hermance’s relevant experience in the areas of international operations, logistics, distribution, risk management, mergers and acquisitions, corporate governance, human resources management and executive compensation.

Committee Membership:

Member, Corporate Governance Committee

Member, Compensation and Management Development Committee

Principal Occupation and Business Experience:Experience:

Mr. Marrazzo is Chief Executive Officer and President of WHYY, Inc., a public television and radio company in the nation’s fourth largest market (since 1997). Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc., a publicly traded corporation (1988 to 1997), served as Water Commissioner for the Philadelphia Water Department (1971 to 1988) and was Managing Director for the City of Philadelphia (1983 to 1984). Mr. Marrazzo previously served as a member of the board of American Water Works Company, Inc. (2003 to 2016), and as a director of Woodard and Curran (a national engineering firm) (2001 to 2011). Mr. Marrazzo previously served as a director of AmeriGas Propane, Inc., a subsidiary of the Company, from 2001 until its merger with UGI Corporation in August 2019. Mr. Marrazzo also served as a Director of UGI Utilities, Inc. from September 2019 until April 2020.

Key Skills and Qualifications: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, and 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, Mr. Marrazzo possesses extensive executive compensation, human resources management and audit committee financial expertise.

Committee Membership:

Chair, Compensation & Management Development Committee

Member, Corporate Governance Committee

Member, Compensation & Management Development Committee

Principal Occupation and Business Experience:Experience:    

Mr. Stallings is the Chief Executive Officer of PS27 Ventures, a private investment fund focused on technology companies (since 2013). Mr. Stallings retired from International Business Machines Corporation (IBM) (a global provider of information technology and services) as General Manager of Global Markets, Systems and Technology, a position he had held since 2009. From 2002 to 2009, Mr. Stallings held a number of senior executive leadership positions at IBM in the technology, mainframe, software and intellectual property areas. He was founder, Chairman and CEO of E House (a consumer technology company) from 2000 to 2002. Previously he was Executive Vice President, Physician Sales & Services, Inc. (a medical products supplier) (1996 to 2000). Mr. Stallings currently serves as a director of Fidelity National Information Services Corporation (FIS) (a global provider of banking and payment technology, consulting and outsourcing solutions) and Cannae Holdings, Inc. (a private equity firm). He is also a director of United Community Bank, formally Seaside National Bank and Trust Company (a nationally chartered commercial bank handling private and commercial banking, wealth management and insurance). In connection with the suspension of voluntary reporting obligations under the Exchange Act, Mr. Stallings also served as a Director of UGI Utilities, Inc. until April 2020.

Key Skills and Qualifications:Qualifications:    

Mr. Stallings’ qualifications to serve as a director include his expertise and extensive experience managing enterprise-wide global technology and information systems, including responsibility for profit and loss statements. With Mr. Stallings’ combination of business development and technology infrastructure expertise, as well as his education (Mr. Stallings has a Bachelor of Science degree from the U.S. Naval Academy) and his service as a director on other boards, he provides valuable business development, board-level risk management oversight (including with respect to a regulated industry), finance experience and corporate governance. The Board also considered his strong leadership, operations experience and strategic planning, as well as his investment committee experience at a venture capital company.

Corporate Governance Principles

The business of UGI Corporation is managed under the direction of the Board of Directors. As part of its duties, the Board oversees the corporate governance of the Company for the purpose of creating and sustaining long-term value for its shareholders and safeguarding its commitment to its other stakeholders: our employees, customers, suppliers, vendors, creditors, and the communities in which we do business. To accomplish this purpose, the Board, together with management, considers the interests of the Company’s stakeholders when together with management, it sets the strategies and objectives of the Company.

The Board, recognizing the importance of good corporate governance in carrying out its responsibilities to our shareholders, has adopted the UGI Corporation Principles of Corporate Governance. The Principles of Corporate Governance provide a framework for the effective governance of the Board and the Company by outlining the responsibilities of the Board and Board Committees. The Board, upon recommendation of the Corporate Governance Committee, regularly reviews the Principles and, as appropriate, updates them in response to changing regulatory requirements, feedback from stakeholders on governance matters and evolving best practices in corporate governance.

The Company’s Principles of Corporate Governance are posted on our website at www.ugicorp.com or in print, free of charge, upon written request.

Director Independence

The Board, upon the recommendation of the Corporate Governance Committee, has determined that, other than Mr.Messrs. Perreault and Walsh, no Director has a material relationship with the Company, and each Director satisfies the criteria for an “independent director” under the rules of the New York Stock Exchange.

The Board has established the following additional guideline to assist it in determining director independence: if a director serves as an officer, director or trustee of a non-profit organization, charitable contributions to that organization by the Company and its affiliates that do not exceed the greater of $1,000,000 or two percent2% of the charitable organization’s total revenues per year will not be considered to result in a material relationship between such director and the Company.

In making its determination of independence, the Board, with the assistance of the Company’s legal counsel, considered charitable contributions and ordinary business transactions between the Company, or affiliates of the Company, and companies where our Directors are employed or serve as directors, all of which were in compliance with either the independence rules of the New York Stock Exchange or the categorical standard set by the Board of Directors for determining director independence.

Board Leadership Structure and Role in Risk Management

The Board of Directors regularly assesses and determines the most appropriate Board structure to ensure effective and independent leadership while also ensuring appropriate insight into the operations and strategic direction of the Company. The Board has determined that the appointment of an independent Chair is the most appropriate leadership structure for the Company, taking into account the current business conditions and the environment in which the Company operates. As announced in September 2019, as part of the Company’s ongoing Board succession planning, our former Chair, Mr. Schlanger, informed the Board of his intention to retire from the UGI Corporation Board of Directors at the Annual Meeting of Shareholders to be held in January 2021. The Board, at that time, nominated Frank S. Hermance to succeed Mr. Schlanger as Chair of the Board following the 2020 Annual Meeting of Shareholders, with Mr. Schlanger being nominated to serve as Vice Chair to facilitate the transition. Mr. Hermance has been serving as Chair of the Board since January 2021. The Board believes that the Company is best served by having Mr. Hermance as independent Chair by virtue of his extensive senior leadership experience and global strategic perspective, as well as his in-depth knowledge of the Company’s corporate strategy and operating history and prior service on the Boards of Directors of AmeriGas Propane, Inc. and UGI Utilities, Inc.

We believe that the Board effectively oversees the Company’s risk management. In particular, our Board takes an active role in risk management and ESG efforts, fulfilling its oversight responsibilities directly as well as through delegation to the Audit Committee, the Compensation and Management Development Committee, the Corporate Governance Committee, the Pension Committee and the Safety, Environmental and Regulatory Compliance Committee, with the Chair of each Committee reporting to the Board on his or her respective committee’s oversight activities and decisions.

Our businesses are subject to a number of risks and uncertainties, which are described in detail in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.2021. Throughout the year, management presents to the Board and its committees on significant risks and risk mitigation plans. Management also reports to each of the Committees and the Board on steps being taken to enhance management processes and controls in light of evolving market, business, regulatory and other conditions. The Board reviews the risks facing the Company with both an annual and longer-term strategic focus.

Board Meetings and Attendance

The Board of Directors held 79 meetings in Fiscal 2020.2021.    All Directors attended at least 75 percent75% of the meetings of the Board of Directors and Committees of the Board of which they were members. Generally, all Directors are expected to attend the Company’s Annual Meeting of Shareholders, absent unforeseen circumstances that prevent their attendance. Eleven of twelve of the Company’s then current Board members attended the 20202021 Annual Meeting of Shareholders.

Independent Directors of the Board also meet in regularly scheduled sessions without any members of management present. These sessions are led by our Chair. The purpose of these executive sessions is to promote open and candid discussion among the independent directors.

determines and approves the CEO’s compensation based upon such evaluation; (iii) assists the Board in establishing a succession plan for the position of CEO; (iv) reviews the Company’s plans for management

of qualifications, including independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community and the ability to foster a diversity of backgrounds and views, including, but not limited to, gender, race, ethnicity and national origin, and to complement the Board’s existing strengths, recognizing that diversity is a critical element to enhancing board effectiveness. The Committee continuously evaluates these desired attributes in light of the Company’s long-term strategy and needs as part of its Director succession planning process. The Committee seeks individuals who have a broad range of demonstrated abilities and accomplishments in areas of strategic importance to the Company, such as senior executive leadership, general operational management, finance, energy distribution, international business, law and public sector activities. Directors should also possess a willingness to challenge and stimulate management and the ability to work as part of a team in a collegial atmosphere. The Committee also seeks individuals who are capable of devoting the required amount of time to serve effectively on the Board and its Committees. With respect to incumbent Directors, the Committee also considers the past performance of each Director. As part of the annual process of nominating independent Board candidates, the Committee obtains an opinion of the Company’s legal counsel that there is no reason to believe that the Board candidate is not “independent” as defined by the New York Stock Exchange listing standards.

The Corporate Governance Committee considers recommendations from a wide variety of its business contacts, including current Directors, executive officers, community leaders, and shareholders as a source for potential Board candidates. The Committee also uses the services of third-party search firms to assist it in identifying and evaluating possible nominees for Director. The Board reviews and has final approval of all

Investor Outreach

UGI seeks regular engagement with investors to communicate our strategy and solicit feedback from the investment community. In Fiscal 2020,2021, our independent Board Chair participated in a number of investor meetings. Additionally, management periodically engages a third-party consultant to obtain independent feedback from our investors. In Fiscal 2020,2021, management participated in a number of investor conferences, roadshows, and meetings, both virtual and in-person. These meetings were attended by various members of the Company’s senior management, including our Chief Executive Officer, Chief Financial Officer, Executive Vice Presidents, and/or senior members of our business unit management teams. Management periodically discusses feedback, including key themes and other insights gained from the investor outreach meetings, at the Company’s Board and Committee meetings, as appropriate. The Board of Directors, as well as the management team, values the perspectives of our investors as it helps us to understand and evaluate the effectiveness of our investor communications. Additionally, the Compensation and Management Development Committee takes into consideration the results of the annual advisory vote on the Company’s executive compensation program. At the 20202021 Annual Meeting, nearly 93%95% of the Company’s voting shareholders showed their strong support by voting to approve the compensation of the Company’s named executive officers.

Code of Business Conduct and Ethics and a Supplier Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics and a Supplier Code of Business Conduct and Ethics, which isare posted on the Company’s website, www.ugicorp.com, under “Company — Leadership and Governance — Governance Documents.”

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 adequately and 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 long-term and short-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 2020.2021. In connection therewith, committee 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

Consistent with the aforementioned methodology, the following is the comparator group referenced for purposes of determining the Fiscal 20202021 compensation of our Board Chair:

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 percent10% of the $431,250 Fiscal 20202021 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

In Fiscal 2020,2021, the Company paid its non-management directors an annual base retainer of $90,000 for Board service and paid an additional annual retainer of $12,500 to members of the Audit Committee, other than the chairperson. The Company also paid an annual retainer to the chairperson of each of the Committees, other than the Executive Committee, as follows:

In addition, the Company paid Mr. SchlangerHermance an annualadditional cash retainer of $30,000$81,000 for his service as independent Chair from October 1, 2019 through January 22, 2020. The Company paid Mr. Hermance an additional cash retainer of $63,750 for his service as independent Chair from January 22, 2020 through September 30, 2020. The total compensation for Mr. Hermance for Fiscal 2020 reflected in the Director Compensation Table is more than $90,000 less than the total compensation received by our prior Board chair, Mr. Schlanger, as reflected in the Company’s Director Compensation Table for Fiscal 2019. As previously announced, Mr. Schlanger will retire from the Board effective as of the Company’s 2021 Annual Meeting of Shareholders.2021.

Each non-employee director continuing to serve as a director after the adjournment of the 20202021 Annual Meeting of Shareholders received long-term equity grants consisting of 2,3502,870 UGI stock units and 9,0608,860 UGI stock options. Mr. Hermance received an additional 2,7402,260 UGI stock units and 10,5106,980 UGI stock options in Fiscal 20202021 for his service as Chair.Chair and Ms. Miller received an additional 960 UGI stock units 2,960 UGI stock options in Fiscal 2021 for her service from September 1, 2020 through December 31, 2020. Our philosophy is to pay a higher percentage of total

DIRECTOR COMPENSATION TABLE

The table below shows the components of director compensation for Fiscal 2020.2021.

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 2020.2021. 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 2020.2021. 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 2020, and in evaluating the audit partner rotation for Fiscal 2020 in accordance with applicable rules and regulations,2021, 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 as well as the expertise and experience of the audit partner candidates.reporting. EY’s audit report appears in our Annual Report on Form 10-K for Fiscal 2020.2021. The Committee is responsible for the audit fee negotiations associated with the retention of EY and the final approval of EY’s lead audit partner.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 20202021 for filing with the SEC.

Audit Committee

M. Shawn Bort, Chair

Theodore A. Dosch

Kelly A. Romano

K. Richard Turner

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 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 20202021 and 2019,2020, were as follows:

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, 20202021 and the Company’s proxy statement for the 20212022 Annual Meeting of Shareholders.

Compensation and Management

Development Committee

Marvin O. Schlanger,James B. Stallings, Jr., Chair

Mario Longhi

William J. Marrazzo

James B. Stallings, Jr.

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.

INTRODUCTION

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to the following executive officers: Roger Perreault, our President and Chief Executive Officer since June 26, 2021, and our Executive Vice President, Global LPG; Ted J. Jastrzebski, our Chief Financial Officer; John L. Walsh, our President and Chief Executive Officer; Ted J. Jastrzebski,Officer through June 25, 2021 and a member of our Chief Financial Officer;Board of Directors; Robert F. Beard, our Executive Vice President, Natural Gas, Global Engineering & Construction, and Procurement, and the Chief Executive Officer of our subsidiary, UGI Utilities, Inc. (“Utilities”); Roger Perreault, our Executive Vice President, Global LPG, and the President of our subsidiary, UGI International, LLC (“UGI International”); and Monica M. Gaudiosi, our Vice President, General Counsel and Secretary.Secretary; Judy Zagorski, our Chief Human Resources Officer; and Hugh J. Gallagher, the President and Chief Executive Officer of our subsidiary, AmeriGas Propane, Inc. (“AmeriGas Propane”) until June 1, 2021, and the Chief Strategy Officer — Global LPG of AmeriGas Propane since June 1, 2021. We refer to these executive officers as our “named executive officers” for Fiscal 2020.2021.

Compensation decisions for Mr.Messrs. Perreault (in his role as President and Chief Executive Officer) and Walsh were made by the independent members of our Board of Directors after receiving the recommendations of its Compensation and Management Development Committee, while compensation decisions for Messrs. Jastrzebski, Beard, Gallagher and Perreault (in his role as Executive Vice President — Global LPG), and Ms.Mses. Gaudiosi and Zagorski were made by the Compensation and Management Development Committee (the “Committee”). For ease of understanding, we will use the term “we” to refer to UGI Corporation, UGI International, LLC (“UGI International”), Utilities, UGI Energy Services, LLC (“Energy Services”), AmeriGas Propane, and AmeriGas Partners, L.P. (“AmeriGas”), and the term “Committee” to refer to the UGI Corporation Compensation and Management Development Committee in the relevant compensation discussions, unless the context indicates otherwise.

Mr. Walsh retired as President and Chief Executive Officer, effective June 25, 2021. Mr. Walsh received a prorated salary in Fiscal 2021 based on his retirement date. In addition, he received a prorated annual bonus primarily based on his target bonus award opportunity. Mr. Walsh also received compensation for his role as a Director of the UGI Corporation Board of Directors. See Compensation of Executive Officers — Summary Compensation Table — Fiscal 2021 and accompanying footnotes for additional information.

EXECUTIVE SUMMARY

Our compensation program for named executive officers is designed to provide a competitive level of total compensation; motivate and encourage our executives to contribute to our financial success; retain talented and experienced executives; and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value. As set forth in this Compensation Discussion and Analysis, the level of compensation received by the Company’s named executive officers in Fiscal 20202021 reflects solidstrong performance by the Company during Fiscal 2020 despite the challenges that warm weather and the COVID-19 pandemic placed on the Company and its business units. No adjustments were made to the compensation paid to our named executive officers in Fiscal 2020 as a result of the warm weather or the negative impacts of the COVID-19 pandemic.2021.

¹ UGI Corporation’s Fiscal 20202021 diluted earnings per share were adjusted to exclude (i) the impact of changes in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions ($.274.75 gain per diluted share), (ii) LPG business transformation costsexpenses ($.21.35 per diluted share), (iii) losses on dispositions of Conemaugh and our HVAC business ($.18 per diluted share) and (iv) acquisition and integration expenses associated with the CMGMountaineer Acquisition ($.01.04 per diluted share), (iv) impairment of a customer relationship intangible ($.07 per diluted share), (v) impairment of the Company’s investment in PennEast ($.44 per diluted share), and (vi) the impact of a change in Italian tax law ($.11 loss per diluted share).

The following chart summarizes the principal elements of our Fiscal 20202021 executive compensation program. We describe these elements, as well as retirement, severance and other benefits, in more detail later in this Compensation Discussion and Analysis.

Principal Components of Compensation Paid to Named Executive Officers in Fiscal 20202021

The Committee sets rigorous goals for our executive officers that are directly tied to the Company’s financial performance and our total return to our shareholders. We believe that the performance-based components of our compensation program, namely our stock options and performance units, have effectively linked our executives’ compensation to our financial performance. The following charts set forth the Company’s Adjusted EPS performance from Fiscal 20182019 through Fiscal 20202021 as well as the Company’s three-year stock performance compared to the (i) S&P Utilities Index, and the(ii) Russell MidCap Utilities Index (exclusive of telecommunications companies) (“Adjusted Russell MidCap Utilities Index”), the peer group referenced by the Committee for purposes of the Company’s long-term compensation plan.plan through Fiscal 2020, and (iii) UGI Performance Peer Group, which is the peer group referenced by the Committee for purposes of the Company’s long-term compensation plan beginning in Fiscal 2021.

The Summary Compensation Table reflects the grant-date fair value for equity awards, as required. However, we believe that a better assessment of amounts earned through equity awards can be made by considering our executives’ realizable pay, which was significantly lower than the grant-date fair value.pay. While UGI performance unit awards resulted in payouts in fourthree of the last five performance cycles, there was no payout for the UGI performance unit awards cycle ended December 31, 2019.2019 or December 31, 2020. In addition, the current cycle scheduled to end December 31, 20202021 is tracking towards no payout as are the in-progress cycles scheduled to conclude on December 31, 2021 and December 31, 2022.payout. Further, the Fiscal 2020, Fiscal 2019, 2018, and Fiscal 20182017 stock option awards were “underwater” as of September 30, 2020,2021, meaning that the exercise price for those option awards was higher than the market price of UGI Corporation common stock on that date.

amounts would also be true with respect to the financial metrics applied to the annual bonus payout for Messrs. Beard, Gallagher, and Perreault. The Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS and adjusted earnings before interest and taxes (“EBIT”) for extraordinary items or other events as the Committee deems appropriate, and (ii) increase or decrease the amount of an award determined to be payable under the bonus plan by up to 50 percent.50%. See COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Bonus Awards, beginning on page39. 37. The following table demonstrates the strong link between Company financial performance and bonus payout percentages by illustrating that the Company’s Adjusted EPS (as compared to the targeted Adjusted EPS range) during each of the last three fiscal years directly correlates to the bonus payouts for our executives.