defa14a04197004_05092016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant   x
 
Filed by a Party other than the Registrant   o
 
Check the appropriate box:

o           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Proxy Statement

x          Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12

STEEL PARTNERS HOLDINGS L.P.
(Name of Registrant as Specified in Its Charter)
 
 
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x          No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
 

 

(1)           Title of each class of securities to which transaction applies:
 


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(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 


(4)           Proposed maximum aggregate value of transaction:
 


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¨           Fee paid previously with preliminary materials:
 


¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 

 
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STEEL PARTNERS HOLDINGS L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022

Supplement to Proxy Statement Dated April 14, 2016

2016 Annual Meeting of Limited Partners to be held May 26, 2016
__________________________

This Supplement is being furnished on or about May 9, 2016 to Limited Partners of Steel Partners Holdings L.P. (the “Company,” “we” or “us”) in connection with the solicitation by the Board of Directors of Steel Partners Holdings GP Inc., the general partner of the Company, of proxies to be voted at the Annual Meeting of Limited Partners of the Company (the “Annual Meeting”) to be held on May 26, 2016.  This Supplement provides important information that modifies some of the information included in our proxy statement for the Annual Meeting (the “Proxy Statement”), which was previously sent or made available to the Limited Partners.  The 2016 Proxy Statement, together with an accompanying form of proxy, was mailed to Limited Partners on or about April 20, 2016. This Supplement should be read in conjunction with the Proxy Statement.

Defined terms used but not defined herein shall have the meaning ascribed to them in the Proxy Statement.

Voting Rights; Required Vote

The Proxy Statement previously reported, at page 3, that Steel Partners, Ltd. (“SPL”) could not vote its LP Units on Proposal No. 4. This was an error and SPL can, and SPL has advised us that it does intend to, vote in favor of Proposal 4. Accordingly, we are advised that it is the intention of SPL and its affiliates to vote the LP Units over which they have voting power “FOR” all nominees for director and in favor of each of Proposal Nos. 2, 3 and 4. SPL beneficially owned approximately 24.4% of our outstanding LP Units as of the Record Date.

No other items presented in the Proxy Statement are affected by this Supplement.

Important Information
 
The Company advises Limited Partners to read the Proxy Statement, as amended or supplemented, because it contains important information about how to vote your LP Units, revoke a proxy or voting instructions that you have already given and attend the Annual Meeting in person.

The Proxy Statement and our Annual Report are available on our website, www.steelpartners.com under “Investor Relations – SEC Filings”.  These documents may also be obtained for free from the Company by directing a request to our Corporate Secretary. The Corporate Secretary may be contacted at the following address: Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022, Attention: Corporate Secretary.