Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On April 12, 2021, UGI Corporation (the "Company") announced that its President
and Chief Executive Officer, John L. Walsh, age 65, intends to retire on June
25, 2021. In connection with Mr. Walsh's retirement, the Company's Board of
Directors adopted a management succession plan under which Mr. Walsh will serve
as a non-executive Director following his retirement as President and Chief
Executive Officer. Under the succession plan, Roger Perreault, age 57, will be
named President and Chief Executive Officer and a member of the Board of
Directors of the Company upon Mr. Walsh's retirement. Mr. Perreault currently
serves as the Company's Executive Vice President, Global LPG (since 2018), and
President of the Company's subsidiary, UGI International, LLC (since 2015).

Prior to joining the Company in 2015, Mr. Perreault spent 21 years at Air
Liquide, a world leader in gases, technologies and services for industry and
health, where he served in various leadership positions globally. At Air
Liquide, Mr. Perreault was President of its large industries business, and prior
to that, was responsible for Air Liquide's North American large industries
business. The large industries business line provides comprehensive gas and
energy solutions to customers in the metals, chemicals, refining and energy
industries.

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.



Effective upon his promotion, the Company has agreed to pay Mr. Perreault an
annual base salary of $900,000. In addition, Mr. Perreault will continue to
participate in the Company's annual bonus plan. His target annual bonus plan
opportunity in his new role, as a percentage of annual base salary, will be
120%, prorated for fiscal year 2021 based on his promotion date. Mr. Perreault
also will continue to participate in the Company's long-term compensation plans,
the UGI Corporation 2013 Omnibus Incentive Compensation Plan and the UGI
Corporation 2021 Incentive Award Plan (the "2021 Plan"). The Company's Board of
Directors approved a promotional equity award to Mr. Perreault under the 2021
Plan to be effective upon the effective date of his promotion, with an aggregate
value of $1,227,500. Such award will consist of the following:

(1) approximately 50% performance units with dividend equivalents that may be
earned at the end of the 2021-2023 measurement period based on the Company's
total shareholder return ("TSR") relative to the TSR of the companies in in a
pre-determined peer group;

(2) approximately 25% stock options with a ten-year term that will vest in equal
thirds over a three-year period beginning on the anniversary of the date of
grant, with an option price equal to the fair market value of a share of the
Company's common stock on the date of grant; and

(3) approximately 25% restricted stock units with dividend equivalents that will vest on the third anniversary of his promotion date, with each stock unit representing a time-restricted share of UGI Corporation common stock.



Other than as described herein, Mr. Perreault's compensation and benefits are as
described in the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2020.

Item 9.01 Financial Statements and Exhibits.



Exhibit Number                      Description

99.1                                  Press Release dated April 12, 2021.
104                                 The cover page from this Current

Report, formatted as Inline XBRL.

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