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Form 8-K UGI CORP /PA/ For: Jan 29

February 3, 2015 4:48 PM
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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): � January 29, 2015

UGI Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

� � �
Pennsylvania 1-11071 23-2668356
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
�� � �
460 No.Gulph Road, King of Prussia, Pennsylvania � 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

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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))

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Item�5.07 Submission of Matters to a Vote of Security Holders.

On January�29, 2015, UGI Corporation (the �Company�) held its Annual Meeting of Shareholders. The shareholders (i)�elected all nine nominees to the Board of Directors, (ii)�adopted a resolution approving the Company�s executive compensation, and (iii)�ratified the appointment of Ernst & Young LLP as the Company�s independent registered public accounting firm for fiscal year 2015.

� 1. � The table below sets forth (i)�the number of votes cast for each director nominee, (ii) the number of votes cast against each director nominee, and (iii)�the number of broker non-votes for each director nominee. There were no abstentions with respect to the election of the Company�s directors.
� � � � � � � � � � � � �
DIRECTOR NOMINEES � FOR � AGAINST � BROKER NON-VOTES
Richard W. Gochnauer
 � � 134,709,437 � � � 463,580 � � � 20,833,152 �
Lon R. Greenberg
 � � 122,911,709 � � � 12,261,308 � � � 20,833,152 �
Frank S. Hermance
 � � 134,703,453 � � � 469,564 � � � 20,833,152 �
Ernest E. Jones
 � � 128,744,044 � � � 6,427,734 � � � 20,833,152 �
Anne Pol
 � � 128,703,618 � � � 6,469,399 � � � 20,833,152 �
M. Shawn Puccio
 � � 134,697,402 � � � 475,615 � � � 20,833,152 �
Marvin O. Schlanger
 � � 128,642,597 � � � 6,530,420 � � � 20,833,152 �
Roger B. Vincent
 � � 134,712,263 � � � 460,754 � � � 20,833,152 �
John L. Walsh
 � � 133,252,979 � � � 1,920,038 � � � 20,833,152 �

� 2. � The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the advisory vote on the resolution to approve the Company�s executive compensation is as follows:
� � � � � � � � � � � � �
FOR � AGAINST � ABSTENTIONS � BROKER NON-VOTES
129,844,596
� � 4,406,011 � � � 929,525 � � � 20,833,152 �

� 3. � The number of votes cast for and against, the number of abstentions and the number of broker non-votes for the ratification of the appointment of Ernst & Young LLP is as follows:
� � � � � � � � � � � � �
FOR � AGAINST � ABSTENTIONS � BROKER NON-VOTES
150,099,734
� � 5,400,838 � � � 512,712 � � � 0 �

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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
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February 3, 2015 � By: � /s/ Monica M. Gaudiosi
� � � �
� � � � Name: Monica M. Gaudiosi
� � � � Title: Vice President, General Counsel and Secretary

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