UGI Posts $3.32 Adjusted EPS, Accelerates ESG & Operational Overhaul

Ticker: UGI · Form: DEF 14A · Filed: Dec 17, 2025 · CIK: 884614

Ugi CORP /Pa/ DEF 14A Filing Summary
FieldDetail
CompanyUgi CORP /Pa/ (UGI)
Form TypeDEF 14A
Filed DateDec 17, 2025
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$3.09, $3.32, $500 million, $500,000
Sentimentmixed

Sentiment: mixed

Topics: Energy Distribution, ESG Commitments, Executive Compensation, Corporate Governance, Shareholder Meeting, Renewable Energy, Operational Efficiency

Related Tickers: UGI

TL;DR

**UGI's aggressive ESG targets and performance-linked executive pay signal a strong commitment to long-term value, making it a solid hold for patient investors.**

AI Summary

UGI Corporation reported diluted earnings per share of $3.09 and adjusted diluted earnings per share of $3.32 for Fiscal Year 2025, demonstrating a focus on enhancing operations and financial profile. The company is committed to a business strategy centered on distributing, storing, transporting, and marketing energy products, aiming for organic growth and expansion into related businesses. Key strategic initiatives for Fiscal 2025 included driving reliable earnings growth in base businesses through robust investments in regulated utilities, executing operational improvements at AmeriGas Propane, achieving cost efficiencies, optimizing its portfolio, and enhancing its capital structure. UGI has also made significant ESG commitments, including a 55% reduction in Scope 1 GHG emissions by 2025 (from a Fiscal 2020 baseline), a 92% methane emissions reduction by 2030, and a $500 million investment in renewable energy solutions by 2025. Executive compensation is heavily performance-based, with 85% of the CEO's and 71% of other named executive officers' target compensation being 'at-risk' in Fiscal 2025, reflecting a strong link to shareholder value.

Why It Matters

UGI's strategic pivot towards operational excellence, portfolio optimization, and significant ESG commitments could reshape its long-term value proposition for investors, especially given its $500 million renewable investment by 2025. For employees and customers, the focus on safety, operational efficiency, and reliable energy solutions promises stability and improved service. In a competitive energy market, UGI's aggressive methane reduction targets and pipeline replacement commitments position it favorably against peers facing increasing regulatory and environmental scrutiny, potentially attracting ESG-focused capital and enhancing brand reputation.

Risk Assessment

Risk Level: medium — While UGI highlights strong governance and ESG commitments, the filing indicates that UGI Corporation relative total shareholder return (TSR) PSU awards resulted in no payout for four consecutive cycles (ended December 31, 2021, 2022, 2023, and 2024). This suggests potential underperformance relative to peers, which could impact future executive retention and investor confidence despite the 81.3% achievement for Fiscal 2023 PSUs tied to Adjusted EPS.

Analyst Insight

Investors should closely monitor UGI's progress on its ambitious ESG targets and operational improvements, particularly at AmeriGas Propane, as these are critical for future earnings growth and shareholder value. The consistent lack of payout on TSR-linked PSUs warrants scrutiny; investors should demand clearer metrics on how executive compensation will directly translate into improved relative shareholder returns.

Financial Highlights

debt To Equity
X.X
revenue
$X
operating Margin
X%
total Assets
$X
total Debt
$X
net Income
$X
eps
$3.09
gross Margin
X%
cash Position
$X
revenue Growth
+X%

Executive Compensation

NameTitleTotal Compensation
Not DisclosedCEO$X
Not DisclosedOther Named Executive Officers$X

Key Numbers

Key Players & Entities

FAQ

What were UGI Corporation's key financial results for Fiscal Year 2025?

UGI Corporation reported diluted earnings per share of $3.09 and adjusted diluted earnings per share of $3.32 for the fiscal year ended September 30, 2025, reflecting a focus on operational and financial profile enhancement.

What are UGI Corporation's major ESG commitments and targets?

UGI has committed to reducing Scope 1 GHG emissions by 55% by 2025 (from a Fiscal 2020 baseline), achieving a 92% methane emissions reduction by 2030, replacing all cast iron pipelines by 2027, and investing $500 million in renewable energy solutions by 2025.

How is UGI Corporation's executive compensation structured to align with performance?

In Fiscal 2025, 85% of UGI's CEO's total target compensation and 71% of other named executive officers' average compensation was 'at-risk,' meaning it was tied to specific performance goals or time-based equity awards, emphasizing a strong link to financial performance and shareholder value.

Who are the director-nominees for UGI Corporation's 2026 Annual Meeting?

The Board has nominated ten individuals for election: David Bingenheimer, M. Shawn Bort, Theodore A. Dosch, Tina Faraca, Robert C. Flexon, Alan N. Harris, Mario Longhi, Kelly A. Romano, Melanie Ruiz, and Santiago Seage.

What is the format for UGI Corporation's Annual Meeting of Shareholders on January 30, 2026?

The Annual Meeting will be held solely through a virtual meeting format on Friday, January 30, 2026, at 9:00 a.m. Eastern Standard Time, accessible via www.virtualshareholdermeeting.com/UGI2026.

What are the key corporate governance practices at UGI Corporation?

UGI maintains high corporate governance standards, including annual election of directors, a majority voting standard, an independent Board chair, 9 out of 10 independent director-nominees, a mandatory retirement age of 75, and robust director stock ownership requirements.

How can UGI shareholders vote for the upcoming Annual Meeting?

Shareholders can vote over the Internet at www.proxyvote.com, by telephone at 1-800-690-6903, by mail using a proxy card, or electronically during the virtual Annual Meeting at www.virtualshareholdermeeting.com/UGI2026.

What is UGI Corporation's policy on related person transactions?

The proxy statement indicates a 'Policy for Approval of Related Person Transactions' is in place, detailed on page 32, ensuring proper oversight and approval of any transactions involving related parties.

What is the role of KPMG LLP for UGI Corporation in Fiscal 2026?

KPMG LLP has been appointed as UGI Corporation's independent registered public accounting firm for Fiscal 2026, subject to ratification by shareholders at the Annual Meeting.

What is UGI's strategy for driving reliable earnings growth?

UGI's strategy includes driving reliable earnings growth in base businesses through strong operational performance and robust investments in regulated utilities, executing operational improvements at AmeriGas Propane, and achieving operational efficiencies to improve cost agility.

Risk Factors

Industry Context

UGI Corporation operates in the energy distribution and marketing sector, a competitive landscape characterized by regulated utilities, midstream infrastructure, and retail propane distribution. Key industry trends include increasing demand for natural gas, the transition towards renewable energy sources, and evolving environmental regulations. Companies like UGI must navigate price volatility of commodities, infrastructure investments, and a growing focus on ESG initiatives to maintain profitability and market position.

Regulatory Implications

UGI faces significant regulatory oversight across its various business segments, particularly concerning utility operations and environmental compliance. Evolving regulations on greenhouse gas emissions, methane reduction targets (e.g., 92% by 2030), and renewable energy mandates present both compliance challenges and opportunities for strategic investment, such as the $500 million commitment to renewable solutions by 2025.

What Investors Should Do

  1. Review the alignment of executive compensation with performance metrics, particularly the 'at-risk' and performance-based components, to ensure shareholder value creation is prioritized.
  2. Assess the company's progress and strategy regarding its ESG commitments, specifically the GHG and methane emission reduction targets and renewable energy investments, as these can impact long-term operational costs and market perception.
  3. Evaluate the company's risk management strategies concerning commodity price volatility and regulatory changes, given their potential impact on financial results.

Glossary

DEF 14A
A filing required by the U.S. Securities and Exchange Commission (SEC) by companies that are required to file periodic reports with the SEC. It contains detailed information about the company's annual meeting of shareholders, including information about director nominees, executive compensation, and matters to be voted on by shareholders. (This document provides the core information for this analysis, detailing executive compensation, director nominations, and other corporate governance matters.)
Adjusted Diluted Earnings Per Share (Adjusted EPS)
A non-GAAP financial measure that adjusts diluted earnings per share to exclude certain items that management believes are not indicative of the company's ongoing operational performance. This provides a clearer view of the company's core profitability. (UGI reported an Adjusted Diluted EPS of $3.32 for FY2025, highlighting management's focus on operational performance beyond GAAP measures.)
At-Risk Compensation
A portion of an executive's total compensation that is not guaranteed and is contingent upon the achievement of specific performance targets or vesting conditions. This aligns executive pay with company performance and shareholder value. (UGI emphasizes performance-based incentives, with 85% of the CEO's and 71% of other NEOs' target compensation being 'at-risk' in FY2025.)
Performance Stock Unit (PSU)
A type of equity award granted to executives where the number of shares ultimately received depends on the company's performance against pre-determined metrics over a specified period. (UGI uses PSU awards as a key component of its long-term incentive compensation, linking executive pay to relative total shareholder return (TSR) and Adjusted EPS.)
Restricted Stock Unit (RSU)
A type of equity award granted to executives that vests over time or upon meeting certain conditions. Unlike stock options, RSUs represent actual company stock. (RSUs are part of UGI's long-term incentive compensation, contributing to the 'at-risk' portion of executive pay.)
Scope 1 GHG Emissions
Direct greenhouse gas emissions that originate from sources owned or controlled by the company, such as emissions from company-owned vehicles or on-site fuel combustion. (UGI has set a target to reduce Scope 1 GHG emissions by 55% by 2025 from a Fiscal 2020 baseline, indicating a commitment to environmental sustainability.)
Total Shareholder Return (TSR)
A measure of the total return to shareholders over a specific period, including stock price appreciation and dividends paid. (UGI's PSU awards are tied to relative TSR, meaning executive compensation is directly influenced by how the company's stock performs compared to its peers.)

Year-Over-Year Comparison

This filing indicates a continued emphasis on performance-based executive compensation, with a high percentage of 'at-risk' pay for both the CEO and other named executive officers, reflecting a strong link to shareholder value. While specific financial metrics like revenue and net income for the prior year are not detailed here, the reported FY2025 Adjusted EPS of $3.32 suggests a focus on operational efficiency and earnings growth. The ESG targets remain consistent, highlighting ongoing environmental commitments.

Filing Stats: 4,333 words · 17 min read · ~14 pages · Grade level 17.3 · Accepted 2025-12-17 17:01:08

Key Financial Figures

Filing Documents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 12 NOMINEES 14 CORPORATE GOVERNANCE 19 Corporate Governance Principles 19 Director Independence 19 Board Leadership Structure and Role in Risk Management 19 Oversight of Cybersecurity Risk 20 Board Meetings and Attendance 21 Board and Committee Structure and Composition 21 Selection of Board Candidates 25 Board and Committee Evaluation Process 26 Limitations on Additional Board Service 26 Investor Outreach 27 Code of Business Conduct and Ethics and Supplier Code of Business Conduct and Ethics 27 Insider Trading Policy and Equity Grant Practices 27 Compensation Committee Interlocks and Insider Participation 27 Communications with the Board 28 COMPENSATION OF DIRECTORS 28 Determination of Non-Employee Director Compensation 28 Determination of Board Chair Compensation 29 Elements of Non-Employee Director Compensation 30 Director Compensation Table 31 Stock Ownership Guidelines and Equity Plan Limits for Independent Directors 32 POLICY FOR APPROVAL OF RELATED PERSON TRANSACTIONS 32 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 33 OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 34 REPORT OF THE COMPENSATION AND TALENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS 35 Executive Summary 36 Compensation Philosophy and Objectives 41 Determination of Competitive Compensation 42 Elements of Compensation 43 Ongoing Plans and Post-Employment Agreements 47 Stock Ownership and Retention Policy 50 Equity Grant Practices 51 Role of Executive Officers in Determining Executive Compensation 51 Tax Considerations 51 EXECUTIVE OFFICER COMPENSATION – EXECUTIVE COMPENSATION TABLES 52 CEO PAY RATIO 67 PAY VERSUS PERFORMANCE DISCLOSURE 67 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 71

– ADVISORY VOTE ON UGI - CORPORATION'S EXECUTIVE COMPENSATION

ITEM 2 – ADVISORY VOTE ON UGI - CORPORATION'S EXECUTIVE COMPENSATION 73

– RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 75

– OTHER MATTERS

ITEM 4 – OTHER MATTERS 76 QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, ANNUAL MEETING, AND VOTING 77 CORPORATE INFORMATION 80 Table of Contents UGI's Overview and Stands UGI Corporation (the "Company" or "UGI") is an international distributor and marketer of energy products and services, including natural gas, LPG, electricity and renewable solutions, with well-developed infrastructure in key markets. Our mission at UGI is to provide best-in-class energy solutions by striving for the highest safety standards, operational excellence, and outstanding customer satisfaction. Essential to the achievement of our vision, we consistently deliver strong, reliable financial results while providing an environment where all of our people thrive, develop their potential, and positively impact the communities we serve. In pursuit of this mission and vision, we have instilled the below values and stands, which impacts how we operate on a day-to-day basis and lays the groundwork for the future. 6 Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting. Meeting Information Time and Date: 9:00 a.m. Eastern Standard Time, Friday, January 30, 2026. Place: The Annual Meeting will be conducted solely by remote communication through a virtual meeting format. Please visit www.virtualshareholdermeeting.com/UGI2026 to be admitted to the Annual Meeting. Shareholders or their legal proxies must enter the 16-digit control number found on their proxy card, voting instruction form or other proxy materials. Record Date: December 1, 2025 Voting: Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each matter to be voted on. 7 Table of Contents Proposals Proposals

Executive Compensation Highlights

Executive Compensation Highlights The compensation program for our named executive officers is designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate and encourage our executives to contribute to our success and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value. In alignment with that objective, our Compensation and 10 Table of Contents Talent Development Committee and the Board determine pay based on a comprehensive view of quantitative and qualitative factors designed to enhance shareholder value and align the long-term interests of executives and shareholders. In Fiscal 2025, the components of our executive compensation program included base salary, annual bonus awards, long-term incentive compensation (performance stock unit ("PSU") awards and restricted stock unit ("RSU") awards), limited perquisites, retirement benefits and other benefits, all as described in greater detail in the Compensation Discussion and Analysis of this Proxy Statement. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program to support our short- and long-term goals. Consistent with our philosophy of linking financial performance to executive compensation, our executive compensation mix emphasizes performance-based incentives. A significant amount of Fiscal 2025 total target compensation for our named executive officers was "at risk," meaning that a large portion of their compensation is not guaranteed, depends on meeting specific performance goals and conditions, or is tied to time-based equity awards. In Fiscal 2025, 85% of our CEO's compensation, and 71% of the average compensation of our other active named executive officers, was "at-risk" and almost 60% of our CEO's total target compensation, and

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS NOMINEES Ten directors have been nominated by the Board 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 or the size of the Board will be reduced. At this time, the Board is unaware of any reason why any of the director-nominees may not be able to serve as a director if elected. The Board has unanimously nominated David Bingenheimer, M. Shawn Bort, Theodore A. Dosch, Tina Faraca, Robert C. Flexon, Alan N. Harris, Mario Longhi, Kelly A. Romano, Melanie Ruiz, and Santiago Seage for election as directors at the 2026 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. We also demonstrate continued refreshment of the Board, with 5 out of 10 director-nominees having less than 5 years of service. 12 Table of Contents Overview of Director Qualifications and Experience Our Board exhibits diversity of experience, skills, and attributes, and this allows them to effectively oversee the Company's operations. Our Board has substantial expertise in the areas set forth in the following matrix. More detailed information on each of our director-nom

Executive Compensation/HR

Executive Compensation/HR Business Development Sales/Marketing/Retail The Board of Directors recommends that you vote FOR the election of each of the ten nominees for director. 13 Table of Contents Director Nominee Biographies DAVID BINGENHEIMER Independent Director Executive Vice President and General Manager Digital, EcoLab Director since 2024 Age as of Annual Meeting: 55 M. SHAWN BORT Independent Director Retired Senior Vice President, Finance, Saint-Gobain Corporation Director since 2009 Age as of Annual Meeting: 64 Committee Membership: Member, Audit Committee Committee Membership: Chair, Audit Committee Member, Corporate Governance Committee Principal Occupation and Business Experience 2024 - Present: Executive Vice President and General Manager of EcoLab Digital, for Ecolab Inc. (NYSE: ECL) (a global company that provides water, hygiene, and infection prevention products and services) 2022 - 2024 : Executive Vice President and Chief Information Officer, EcoLab 2021 - 2022 : Chief Digital Information Officer of Honeywell Aerospace Technologies 2018 - 2021 : Chief Digital Information Officer of Honeywell Building Technologies 2017 – 2022 : Vice President of Information Technology, Honeywell 2014 – 2017 : Vice President of Information Technology and Chief Information Officer of Mohawk Industries Key Skills and Qualifications Mr. Bingenheimer's qualifications to serve as a director include his IT, supply chain and logistics, strategic planning and operational expertise gained from his roles at Ecolab Inc., Honeywell and Mohawk Industries. His education (Mr. Bingenheimer received a Master of Business Administration from Cardinal Stritch University and a Bachelor of Arts from the University of Wisconsin – Whitewater) and professional experience provide him with in-depth knowledge in the areas of IT, strategic planning and operations. Principal Occupation and Business Experience 2006 - 2015 : Senior Vice Preside

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