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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): May 3, 2023
UGI Corporation
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania | 1-11071 | 23-2668356
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS 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: 610 337-1000
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
Common Stock, without par value | UGI | New York Stock Exchange
Corporate Units | UGIC | 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 (§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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 3, 2023, the Board of Directors (the “Board”) of UGI Corporation (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to implement proxy access, effective immediately. The Bylaws include a new Article IV, Section 4.16, which permits an eligible shareholder, or a group of up to twenty (20) eligible shareholders, owning at least three percent (3%) of the Company’s outstanding common stock continuously for at least three (3) years to nominate, and include in the Company’s annual meeting proxy materials, director nominees constituting up to the greater of (i) two (2) directors or (ii) up to twenty percent (20%) of the Board, provided that the shareholder(s) and the nominee(s) satisfy various additional terms, conditions, and requirements set forth in the Bylaws.
The amendments also include certain non-substantive conforming, clarifying, and updating changes to the Bylaws. The foregoing description of the amendments included in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference in this Item 5.03 in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number | Description
3.1 |  | Amended and Restated Bylaws of UGI Corporation, effective as of May 3, 2023.
104 |  | Cover Page Interactive Data File (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
May 9, 2023 | By: | /s/ Jessica A. Milner
| Name: | Jessica A. Milner
| Title: | Assistant Secretary