Current Report Filing (8-k)
05 Juni 2023 - 10:07PM
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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
1, 2023
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 1, 2023, Steel Partners Holdings L.P., a Delaware limited partnership (the “Company”), held its Annual Meeting of Limited
Partners (the “Annual Meeting”), at which unitholders of the Company approved the approved the Company’s Tenth Amended
and Restated Agreement of Limited Partnership (the “Amended LP Agreement”). The Amended LP Agreement provides for the cash-out
at air value of a fractional common unit in lieu of the issuance of a fractional common unit in the event a distribution, subdivision
or combination would result in a unitholder being issued less than one (1) whole common unit.
The
material terms of the amended provision in the Amended LP Agreement are described in Proposal No. 4 in the Company’s definitive
proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2023, which is
incorporated herein by reference. On June 1, 2023, immediately following the Special Meeting, Steel Partners Holdings GP Inc., the Company’s
general partner (the “General Partner”), entered into the Amended LP Agreement.
The
above description of the Amended LP Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Amended LP Agreement, which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Additionally, a copy of the Amended LP Agreement, marked to show changes, is attached as Exhibit 3.2 to this report.
Item
5.07 Submission of Matters to a Vote of Security Holders.
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.
A
total of 21,671,949 common limited partnership units of the Company (the “LP Units”) were entitled to vote as of April 4,
2023, the record date for the Annual Meeting. There were 20,064,168 LP Units present in person or by proxy at the Annual Meeting, representing
approximately 92.6% 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 the General Partner.
Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
John P. McNiff | |
| 18,702,564 | | |
| 98,699 | | |
| 1,262,905 | |
Lon Rosen | |
| 18,739,513 | | |
| 61,750 | | |
| 1,262,905 | |
Eric P. Karros | |
| 18,702,814 | | |
| 98,449 | | |
| 1,262,905 | |
James Benenson III | |
| 18,739,513 | | |
| 61,750 | | |
| 1,262,905 | |
Rory H. Tahari | |
| 18,702,814 | | |
| 98,449 | | |
| 1,262,905 | |
Proposal
2
The
unitholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
For | |
| 18,542,422 | |
Against | |
| 253,556 | |
Abstain | |
| 5,285 | |
Broker Non-Votes | |
| 1,262,905 | |
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, 2023.
For | |
| 19,940,436 | |
Against | |
| 4,085 | |
Abstain | |
| 119,647 | |
Proposal
4
The
unitholders approved the amendment and restatement of the Company’s Ninth Amended and Restated Agreement of Limited Partnership
to provide for the cash-out at air value of a fractional common unit in lieu of the issuance of a fractional common unit in the event
a distribution, subdivision or combination would result in a unitholder being issued less than one (1) whole common unit.
For | |
| 20,056,653 | |
Against | |
| 6,214 | |
Abstain | |
| 1,301 | |
Broker Non-Votes | |
| 0 | |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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
5, 2023 |
STEEL
PARTNERS HOLDINGS L.P. |
|
|
|
By: |
Steel
Partners Holdings GP Inc. |
|
|
Its
General Partner |
|
|
|
|
By: |
/s/
Jason Wong |
|
|
Jason
Wong |
|
|
Chief
Financial Officer |
3
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