UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2021
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 610 337-1000
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 Symbol(s) | Name of each exchange on which registered | ||||||
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 29, 2021, 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, (iii) adopted a resolution approving the Company’s 2021 Incentive Award Plan, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021.
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 | ||||||||||
| M. Shawn Bort | 152,037,575 | 14,521,692 | 302,478 | 21,778,004 | ||||||||||
| Theodore A. Dosch | 161,598,383 | 4.956,430 | 306,932 | 21,778,004 | ||||||||||
| Alan N. Harris | 161,651,321 | 4,908,661 | 301,763 | 21,778,004 | ||||||||||
| Frank S. Hermance | 160,443,184 | 6,139,423 | 279,138 | 21,778,004 | ||||||||||
| Mario Longhi | 161,595,498 | 4,950,820 | 315,427 | 21,778,004 | ||||||||||
| William J. Marrazzo | 159,315,158 | 7,237,700 | 308,887 | 21,778,004 | ||||||||||
| Cindy J. Miller | 161,608,000 | 4,971,465 | 282,280 | 21,778,004 | ||||||||||
| Kelly A. Romano | 161,250,719 | 5,324,180 | 286,846 | 21,778,004 | ||||||||||
| James B. Stallings, Jr. | 159,260,851 | 7,298,045 | 302,849 | 21,778,004 | ||||||||||
| John L. Walsh | 161,540,123 | 4,989,682 | 331,940 | 21,778,004 | ||||||||||
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 NON-VOTES | ||||||||
| 157,608,388 | 8,635,102 | 618,255 | 21,778,004 | ||||||||
3.The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the vote on the resolution to approve the Company’s 2021 Incentive Award Plan is as follows:
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 151,944,692 | 14,284,901 | 632,152 | 21,778,004 | ||||||||
4.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 Ernst & Young LLP is as follows:
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 187,199,036 | 606,359 | 834,354 | 0 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UGI Corporation | ||||||||
| February 3, 2021 | By: | /s/ Jessica A. Milner | ||||||
| Name: | Jessica A. Milner | |||||||
| Title: | Assistant Secretary | |||||||