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): June 10, 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 June 10, 2020, the Board of Directors of UGI Corporation (the “Company”) appointed Cindy J. Miller, age 58, to serve as Director of the Company, effective September 1, 2020. A Committee assignment for Ms. Miller will be determined at a future Board meeting. Ms. Miller will receive an annual retainer of $90,000, pro-rated for the number of months she serves as a Director of the Company during the 2020 fiscal year. In addition, it is anticipated that Ms. Miller will receive an equity grant consistent with the Company’s director compensation practices upon the effective date of her appointment.

Ms. Miller is the President (since October 2018) and Chief Executive Officer (since May 2019) of Stericycle, Inc., a global business-to-business services company that serves more than one million customers in nineteen countries with solutions for regulated medical waste management, secure information destruction, compliance and customer contact. Ms. Miller previously served as Chief Operating Officer (October 2018 to May 2019). Prior to joining Stericycle, Ms. Miller had a 30-year career with United Parcel Service where she served in roles of increasing responsibility, including as President - Global Freight Forwarding (2016 to 2018), President - Europe Region (2013 to 2016), Managing Director - United Kingdom, Ireland and Nordics (2010 to 2013), and Managing Director - Southern Europe, the Middle East and Africa (2008 to 2010).

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 dated June 11, 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
June 11, 2020	By:	/s/ Jessica A. Milner
	Name:	Jessica A. Milner
	Title:	Assistant Secretary

EX-99.1

Press Release

UGI Corporation Elects Cindy J. Miller to its Board of Directors

June 11, 2020

Valley Forge, Pa., June 11 - UGI Corporation (NYSE: UGI) announced today that Cindy J. Miller was elected a director of UGI Corporation, effective September 1, 2020. Ms. Miller is the President and Chief Executive Officer of Stericycle, Inc., a global business-to-business services company that serves more than one million customers in 19 countries with solutions for regulated medical waste management, secure information destruction, compliance and customer contact. Ms. Miller joined Stericycle in October 2018 as President and Chief Operating Officer to drive the company’s business transformation and became CEO in May 2019.

Frank S. Hermance, Chairman of UGI Corporation, said, “We are looking forward to welcoming Cindy to our Board of Directors. Cindy’s leadership experience as the CEO of a large, international company, as well as her business transformation, change management, operations management and logistics expertise, will be of tremendous value to UGI.”

Prior to joining Stericycle, Ms. Miller had a 30-year career with United Parcel Service where she served in roles of increasing responsibility, including as President – Global Freight Forwarding (2016 to 2018), President – Europe Region (2013 to 2016), Managing Director – United Kingdom, Ireland and Nordics (2010 to 2013), and Managing Director – Southern Europe, the Middle East and Africa (2008 to 2010).

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	Jun. 10, 2020
Cover page.
Document Type	8-K
Document Period End Date	Jun. 10, 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