Document


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 25, 2017

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o





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

On May 25, 2017, Steel Partners Holdings L.P. (the “Company”) held its Annual Meeting of Limited Partners (the “Annual Meeting”). A total of 26,111,716 limited partnership units of the Company were entitled to vote as of March 27, 2017, the record date for the Annual Meeting. There were 20,386,645 units present in person or by proxy at the Annual Meeting, representing approximately 78.07% of the units entitled to vote. 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.

Proposal 1

The unitholders elected each of the five independent director nominees to the Board of Directors of the Company’s general partner, Steel Partners Holdings GP Inc., until the limited partners’ annual meeting in 2018 and until their successors are duly elected and qualified.

Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Anthony Bergamo
 
17,877,361
 
95,083
 
1,225
 
2,412,976
John P. McNiff
 
17,879,356
 
93,583
 
730
 
2,412,976
Joseph L. Mullen
 
17,877,831
 
95,083
 
755
 
2,412,976
General Richard I. Neal
 
17,883,729
 
89,410
 
530
 
2,412,976
Allan R. Tessler
 
17,848,862
 
94,003
 
30,804
 
2,412,976

Proposal 2

The unitholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

For
 
 
17,795,553
Against
 
 
103,260
Abstain
 
 
74,856
Broker Non-Votes
 
 
2,412,976

Proposal 3

The unitholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017.

For
 
 
20,372,347
Against
 
 
6,698
Abstain
 
 
7,600





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 25, 2017
STEEL PARTNERS HOLDINGS L.P.
 
 
 
By:
Steel Partners Holdings GP Inc.
 
 
Its General Partner
 
 
 
 
 
 
By:
/s/ Douglas B. Woodworth
 
 
Douglas B. Woodworth
 
 
Chief Financial Officer