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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): May 23, 2024

 

STEEL PARTNERS HOLDINGS L.P.
(Exact name of registrant as specified in its charter)

 

Delaware   001-35493   13-3727655
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

590 Madison Avenue, 32nd Floor, New York, New York   10022
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 520-2300

 

N/A
(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Units, no par value   SPLP   New York Stock Exchange
6.0% Series A Preferred Units   SPLP-PRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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

 

On May 23, 2024, Steel Partners Holdings L.P., a Delaware limited partnership (the “Company”), held its Annual Meeting of Limited Partners (the “Annual Meeting”). At the Annual Meeting, unitholders were asked to vote on three proposals; set forth below are the matters acted upon by the unitholders at the Annual Meeting and the final voting results of each such proposal.

 

A total of 20,392,204 common limited partnership units of the Company (the “LP Units”) were entitled to vote as of March 28, 2024, the record date for the Annual Meeting. There were 17,668,059 LP Units present in person or by proxy at the Annual Meeting, representing approximately 87% of the LP Units entitled to vote.

 

Proposal 1

 

The unitholders elected each of the five independent directors to serve on the Board of Directors of Steel Partners Holdings GP Inc., the Company’s general partner.

 

Nominee   For   Withheld   Broker Non-Votes
John P. McNiff   14,521,374   956,608   2,190,077
Lon Rosen   14,558,073   919,909   2,190,077
Eric P. Karros   14,521,374   956,608   2,190,077
James Benenson III   14,558,073   919,909   2,190,077
Rory H. Tahari   14,521,374   956,608   2,190,077

 

Proposal 2

 

The unitholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

For     14,242,502
Against     1,235,343
Abstain     137
Broker Non-Votes     2,190,077

  

Proposal 3

 

The unitholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For   17,595,820
Against   1,884
Abstain   70,355

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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.

 

May 23, 2024 STEEL PARTNERS HOLDINGS L.P.
   
  By: Steel Partners Holdings GP Inc.
    Its General Partner
     
  By: /s/ Ryan O’Herrin
    Ryan O’Herrin
    Chief Financial Officer

 

 

2