Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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The following disclosure is responsive to Items 5.02(b), (c), (d) and (e).
On September 17, 2018, UGI Corporation (the Company) announced the appointment of Roger Perreault, age 54, and Robert F. Beard, age 52,
to the newly created executive officer positions of Executive Vice President, Global LPG and Executive Vice President, Natural Gas, respectively, effective October 1, 2018. The Company and AmeriGas Propane, Inc. (AmeriGas), a wholly
owned subsidiary of the Company and the general partner of AmeriGas Partners, L.P., also announced the departure of Jerry E. Sheridan from the position of President and Chief Executive Officer of AmeriGas and the appointment of Hugh J.
Gallagher, currently AmeriGas Vice President Finance and Chief Financial Officer, as Mr. Sheridans successor, effective September 18, 2018. Mr. Gallagher will also be an executive officer of the Company. In
addition, Mr. Sheridan resigned from the AmeriGas Board of Directors effective September 18, 2018. Mr. Sheridan will remain an employee of AmeriGas until January 2019 to assist with the transition. Discussions regarding
Mr. Sheridans compensatory arrangements are ongoing. The Companys Chief Financial Officer, Ted J. Jastrzebski, will serve as AmeriGas principal financial officer on an interim basis until Mr. Gallaghers successor is
named.
In his new role, Mr. Perreault will be responsible for the Companys LPG distribution businesses, conducted through AmeriGas Propane,
L.P. and UGI International, LLC and each of their subsidiaries. Mr. Perreault will continue to serve as President of UGI International, LLC, a role that he has held since November 2015. Mr. Perreault spent 21 years with Air Liquide,
serving in various leadership positions from 2008 to 2014, including in a global role as President, Large Industries with international responsibilities and, prior to that, in a role with responsibility for Air Liquides North American large
industries business.
As Executive Vice President, Natural Gas, Mr. Beard will be responsible for the utility and midstream and marketing operations
of the Company, conducted through UGI Utilities, Inc. and UGI Energy Services, LLC and each of their subsidiaries. Mr. Beard will remain President and Chief Executive Officer of UGI Utilities, Inc., a position he has held since 2011.
Mr. Beard joined UGI Utilities, Inc. in 2008 and previously served as Vice President, Marketing, Rates and Gas Supply and as Vice President, Southern Region of UGI Utilities, Inc. He has over 20 years of experience in the gas utility industry,
and prior to joining UGI Utilities, Inc. he served as Vice President of Operations and Engineering of PPL Gas Utilities Corporation.
In connection with
Mr. Perreaults new role, the Company has agreed to pay Mr. Perreault an annual base salary of $630,000. In addition, Mr. Perreault will continue to participate in the Companys annual bonus plan and his target annual bonus
plan opportunity, as a percentage of annual base salary, will be 75%.
Mr. Perreault also will continue to participate in the Companys equity
compensation and benefit plans, including the UGI Corporation Supplemental Executive Retirement Plan (SERP) and the UGI Corporation Senior Executive Employee Severance Plan (Severance Plan). Additionally, pursuant to a change
in control agreement, the Company will provide Mr. Perreault with cash benefits (Benefits) if the Company terminates his employment without cause or if he terminates employment for good reason at any time within two years following
a change in control. Benefits under his change in control agreement will be equal to 2.5 times his annual base salary plus annual bonus. In order to receive benefits under the Severance Plan or his change in control agreement, Mr. Perreault is
required to execute a release discharging the Company and its subsidiaries from liability for any claims he may have against any of them, other than claims for amounts or benefits due him under any plan, program, or contract provided by or entered
into with the Company or its subsidiaries. Descriptions of the Companys change in control agreements, SERP and Severance Plan are included in the Companys Proxy Statement. In connection with his promotion, Mr. Perreault will also be
required to enter into a new Confidentiality and Post-Employment Agreement with the Company.
A copy of the Companys press release is included as
Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.