8-K

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): April 20, 2020

UGI Corporation

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	1-11071	23-2668356
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

460 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 337-7000

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:
Common Stock, without par value	UGI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2020, the Board of Directors of UGI Corporation (the “Company”) appointed Mario Longhi, age 66, to serve as Director of the Company, effective immediately. A Committee assignment for Mr. Longhi will be determined at a future Board meeting. Mr. Longhi will receive an annual retainer of $90,000, pro-rated for the number of months he serves as a Director of the Company during the 2020 fiscal year. In addition, it is anticipated that Mr. Longhi will receive an equity grant consistent with the Company’s director compensation practices.

Mr. Longhi is the retired Chief Executive Officer of United States Steel Corporation, a Fortune 250 company with integrated steel production operations in the United States and Central Europe (2013 to 2017). Mr. Longhi held a series of roles of increasing responsibility with United States Steel Corporation after joining as Executive Vice President and Chief Operating Officer in 2012. Previously, he served as President (2005 to 2011) and Chief Executive Officer (2006 to 2011) of Gerdau Ameristeel Corporation, and in roles of increasing responsibility with Alcoa, Inc. from 1982 to 2005, including tenures as President - Alcoa Wheels International, President - Alcoa Forgings Division, President and Chief Executive Officer - Howmet Castings, and Alcoa Vice President and Group President - Global Extrusions. Mr. Longhi currently serves as a director of Harsco Corporation, a provider of metal reclamation and resource recovery services (since 2017), and as a director of ITT Inc., a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets (since 2017).

A copy of the Company’s press release announcing the foregoing is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:

99.1	Press Release of UGI Corporation dated April 22, 2020.
104	The cover page from this Current Report, formatted as Inline XBRL.

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
April 22, 2020	By:	/s/ Jessica A. Milner
	Name:	Jessica A. Milner
	Title:	Assistant Secretary

EX-99.1

Press Release

UGI Corporation Elects Mario Longhi to its Board of Directors

April 22, 2020

Valley Forge, Pa., April 22 - UGI Corporation (NYSE: UGI) announced today that Mario Longhi was elected a director of UGI Corporation, effective April 20, 2020. Mr. Longhi retired from United States Steel Corporation in 2017, where he served in various capacities including as President and Chief Executive Officer from 2013 to 2017. United States Steel Corporation is a Fortune 250 company and anintegrated producer and manufacturer of flat-rolled sheet and tubular steel products for a wide range of industries.

Frank S. Hermance, Chairman of UGI Corporation, said, “We are very excited to welcome Mario to our Board of Directors. Mario’s extensive leadership experience as a top executive of large, international companies will be a tremendous asset to UGI as we continue to drive our growth strategy and deliver value to our shareholders.”

Mr. Longhi previously served as President (2005 to 2011) and Chief Executive Officer (2006 to 2011) of Gerdau Ameristeel Corporation, and in roles of increasing responsibility during his more than 20-year career with Alcoa, Inc. Mr. Longhi currently serves as a director of Harsco Corporation, a provider of metal reclamation and resource recovery services (since 2017), and as a director of ITT Inc., a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets (since 2017).

About UGI

UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes LPG both domestically (through AmeriGas) and internationally (through UGI International), manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing in eleven states, the District of Columbia and internationally in France, Belgium, the Netherlands and the UK.

Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.

CONTACT INVESTOR RELATIONS

610-337-1000

Brendan Heck, ext. 6608

Shelly Oates, ext. 3202

Alanna Zahora, ext. 1004

XML

Cover Page	Apr. 20, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 20, 2020
Entity Registrant Name	UGI Corp
Entity Central Index Key	0000884614
Amendment Flag	false
Entity Incorporation, State or Country Code	PA
Entity File Number	1-11071
Entity Tax Identification Number	23-2668356
Entity Address, Address Line One	460 North Gulph Road
Entity Address, City or Town	King of Prussia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19406
City Area Code	610
Local Phone Number	337-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	UGI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false