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 18, 2020

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))

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, $0 par
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 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 18, 2020, Steel Partners Holdings L.P. (the "Company") held its Annual Meeting of Limited Partners (the "Annual Meeting"). A total of 25,013,274 common limited partnership units of the Company (the "LP Units") were entitled to vote as of March 19, 2020, the record date for the Annual Meeting. There were 18,950,006 LP Units present in person or by proxy at the Annual Meeting, representing approximately 75.8% of the LP Units entitled to vote. At the Annual Meeting, unitholders were asked to vote on four 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 seven independent director to serve on the Board of Directors of the Company's general partner, Steel Partners Holdings GP Inc.
Nominee
 
For
 
Withheld
 
Broker Non-Votes
John P. McNiff
 
15,737,254
 
283,279
 
2,929,473
Joseph L. Mullen
 
15,804,356
 
216,177
 
2,929,473
General Richard I. Neal
 
15,779,014
 
241,519
 
2,929,473
Lon Rosen
 
15,699,717
 
320,816
 
2,929,473
Eric P. Karros
 
15,674,415
 
346,118
 
2,929,473
James Benenson III
 
15,805,843
 
214,690
 
2,929,473
Rory H. Tahari
 
15,815,614
 
204,919
 
2,929,473

Proposal 2

The unitholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers.
For
15,401,982

Against
284,580

Abstain
333,971

Broker Non-Votes
2,929,473


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, 2020.
For
18,810,581

Against
3,451

Abstain
135,974


Proposal 4

The unitholders approved the amendment and restatement of the 2018 Incentive Award Plan to increase the number of LP Units reserved for issuance by 500,000.
For
15,394,936

Against
291,328

Abstain
334,269

Broker Non-Votes
2,929,473











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 18, 2020
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