UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:
Not Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading | | Name of each exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 30, 2026, UGI Corporation (the “Company”) held its Annual Meeting of Shareholders. The shareholders (i) elected all ten nominees to the Board of Directors, (ii) adopted a resolution approving the Company’s executive compensation, and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| 1. | The table below sets forth (i) the number of votes cast for each director nominee, (ii) the number of votes cast against each director nominee, (iii) the number of abstentions for each director nominee, and (iv) the number of broker non-votes for each director nominee. |
DIRECTOR NOMINEES | FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
Mario Longhi, Chair | 170,030,055 | 1,854,250 | 392,179 | 19,783,453 | |||
David Bingenheimer | 170,564,014 | 1,023,068 | 689,402 | 19,783,453 | |||
M. Shawn Bort | 169,013,505 | 2,936,516 | 326,463 | 19,783,453 | |||
Theodore A. Dosch | 169,477,340 | 2,107,117 | 692,027 | 19,783,453 | |||
Tina V. Faraca | 170,771,035 | 1,187,310 | 318,139 | 19,783,453 | |||
Robert Flexon | 171,081,351 | 851,085 | 344,048 | 19,783,453 | |||
Alan N. Harris | 169,707,473 | 1,738,869 | 830,142 | 19,783,453 | |||
Kelly A. Romano | 170,139,017 | 1,681,407 | 456,060 | 19,783,453 | |||
Melanie Ruiz | 170,264,090 | 1,563,952 | 448,442 | 19,783,453 | |||
Santiago Seage | 170,102,047 | 1,440,394 | 734,043 | 19,783,453 |
| 2. | The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the advisory vote on the resolution to approve the Company’s executive compensation is as follows: |
FOR | AGAINST | ABSTENTIONS | BROKER | |||
162,770,981 | 8,703,819 | 801,684 | 19,783,453 |
| 3. | The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the ratification of the appointment of KPMG LLP is as follows: |
FOR | AGAINST | ABSTENTIONS | BROKER | |||
191,337,687 | 354,039 | 368,211 | 0 |