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UGI » Topics » General

This excerpt taken from the UGI DEF 14A filed Jan 3, 2007.

General

Our Board has approved the Amended and Restated UGI Corporation 2004 Omnibus Equity Compensation Plan (the “Plan”) and is submitting the amended Plan for shareholder approval. The amendments to the Plan include the following:

 

  •   Increase the total aggregate number of shares of our common stock that may be issued under the Plan on and after January 1, 2004 from 7,000,000 to 15,000,000 shares, subject to adjustment for stock splits and other changes in capitalization.

 

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  •   Increase the maximum number of shares of our Common Stock that may be issued under the Plan on and after January 1, 2004 pursuant to grants other than stock options or stock appreciation rights from 1,600,000 to 3,200,000. In 2004, 1,600,000 shares were authorized for issuance under the 2004 Omnibus Equity Compensation Plan pursuant to grants other than stock options or stock appreciation rights. As of the end of our 2006 fiscal year, 644,595 of those shares remained available for issuance. Upon approval of the Amended and Restated Plan by shareholders, an additional 1,600,000 shares will be available for issuance pursuant to grants other than stock options and stock appreciation rights, for a total of 2,244,595 shares.

 

  •   Revise the share counting provisions to clarify that: (i) any shares of stock surrendered for payment of the exercise price of an option or for payment of taxes shall not be available for re-issuance under the Plan; (ii) any shares of stock withheld for payment of taxes shall count against the total aggregate number of shares that may be issued under the Plan; and (iii) all shares of stock subject to stock appreciation rights, without regard to the number of shares issued upon settlement of the stock appreciation rights and without regard to any cash settlement of the stock appreciation rights shall count against the total aggregate number of shares that may be issued under the Plan.

 

  •   Reduce the maximum aggregate number of shares for which an individual may receive grants under the Plan during any calendar year from 1,500,000 to 1,000,000 shares, subject to adjustments for stock splits and other changes in capitalization.

 

  •   Reduce the maximum dollar amount of dividend equivalents that an individual may accrue under the Plan during any calendar year from $1,000,000 to $750,000.

 

  •   Permit the grant of stock appreciation rights to employees or directors.

 

  •   Provide that dividend equivalents may only be credited with respect to stock units or performance units under the Plan.

 

  •   Change the definition of “fair market value” of stock from the average of the high and low sales prices to the last reported sale price of a share of our common stock on the New York Stock Exchange on the date as of which the fair market value is being determined; provided that if the shareholders fail to approve the amended Plan, the existing Plan, with the amendment to the definition of “fair market value,” will continue in effect.

 

  •   Extend the expiration date of the Plan to December 4, 2016, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the shareholders.

 

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The Compensation and Management Development Committee of the Board has approved a new policy under which the Company will limit the number of equity awards made under the amended Plan. Subject to shareholder approval of the amended Plan, the Company will limit its average annual awards for fiscal years 2007 through 2009 in accordance with the following formula:

The three-year average of the annual number of equity awards, expressed as a percentage of common shares outstanding at fiscal year-end, made under the amended Plan for fiscal years 2007 through 2009 will not exceed 2%. For purposes of calculating the annual number of equity awards, (i) each stock option granted will be deemed to equal one share; and (ii) each performance unit earned and paid in shares of stock, and each stock unit granted and expected to be paid in shares of stock, will be deemed to equal four shares.

After this three year period, the Compensation and Management Development Committee will continue to monitor the aggregate dilutive effect of the amended Plan and the beneficial effect of the Plan as an element of the Company’s overall compensation program.

The following is a summary of the material terms of the amended Plan. A copy of the amended Plan is attached to this proxy statement as Appendix A.

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