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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): June 9, 2021

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):

☐ 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, $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 ☐

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. ☐

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

On June 9, 2021, Steel Partners Holdings L.P. (the "Company") held its Annual Meeting of Limited Partners (the "Annual Meeting"). A total of 22,957,480 common limited partnership units of the Company (the "LP Units") were entitled to vote as of April 13, 2021, the record date for the Annual Meeting. There were 19,014,888 LP Units present in person or by proxy at the Annual Meeting, representing approximately 82.82% 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 six 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						15,675,110						389,759						2,950,019
General Richard I. Neal						15,681,067						383,802						2,950,019
Lon Rosen						15,711,710						353,159						2,950,019
Eric P. Karros						15,679,031						385,838						2,950,019
James Benenson III						15,711,710						353,159						2,950,019
Rory H. Tahari						15,711,710						353,159						2,950,019

Proposal 2

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

For			14,481,982
Against			708,068
Abstain			874,819
Broker Non-Votes			2,950,019

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, 2021.

For			19,002,192
Against			2,412
Abstain			10,284

Proposal 4

The unitholders approved the amendment and restatement of the Amended & Restated 2018 Incentive Award Plan to increase the number of LP Units reserved for issuance by 1,000,000.

For			14,767,597
Against			1,292,007
Abstain			5,265
Broker Non-Votes			2,950,019

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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.

June 10, 2021			STEEL PARTNERS HOLDINGS L.P.
			By:			Steel Partners Holdings GP Inc.
						Its General Partner
			By:			/s/ Jason Wong
						Jason Wong
						Chief Financial Officer