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 30, 2014

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

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))

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

On January 30, 2014, UGI Corporation (the “Company”) held its Annual Meeting of Shareholders. The shareholders (i) elected all nine nominees to the Board of Directors, and (ii) adopted a resolution approving the Company’s executive compensation.

1. The table below sets forth (i) the number of votes cast for each director nominee, (ii) the number of votes withheld from each director nominee, (iii) the number of broker non-votes for each director nominee, and (iv) the number of uncast votes for each director nominee. There were no abstentions with respect to the election of the Company’s directors.

DIRECTOR NOMINEES	FOR		WITHHELD		BROKER NON-VOTES		UNCAST
Richard W. Gochnauer		87,754,635		2,312,504		0		1,200
Lon R. Greenberg		85,736,358		4,330,781		0		1,200
Frank S. Hermance		88,844,400		1,222,739		0		1,200
Ernest E. Jones		88,092,282		1,974,857		0		1,200
Anne Pol		88,103,517		1,963,622		0		1,200
M. Shawn Puccio		87,699,007		2,368,132		0		1,200
Marvin O. Schlanger		88,078,491		1,988,648		0		1,200
Roger B. Vincent		87,649,208		2,417,931		0		1,200
John L. Walsh		88,635,033		1,432,106		0		1,200

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
85,466,748		3,728,510		873,081		0

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
February 4, 2014	By:	/s/ Monica M. Gaudiosi
		Name: Monica M. Gaudiosi
		Title: Vice President and General Counsel, Secretary