Steel Partners (SPLP) 8-KAmendments to Articles of Incorporation or Bylaws

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, 2022

STEEL PARTNERS HOLDINGS L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 520-2300

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:

Securities registered pursuant to Section 12(b) of the Act:

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, 2022, 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 Company’s Ninth Amended and Restated Agreement of Limited Partnership (the “Amended LP Agreement”). The Amended LP Agreement provides for a three-year extension of the provision designed to protect the tax benefits of the net operating loss carryforwards of the Company’s subsidiaries and portfolio companies.

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 21, 2022, which is incorporated herein by reference. On June 1, 2022, 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 20,715,251 common limited partnership units of the Company (the “LP Units”) were entitled to vote as of April 4, 2022, the record date for the Annual Meeting. There were 18,581,469 LP Units present in person or by proxy at the Annual Meeting, representing approximately 89.7% of the LP Units entitled to vote.

Proposal 1

The unit holders elected each of the six independent directors to serve on the Board of Directors of the General Partner until the 2023 annual meeting of limited partners or until such director’s successor is elected and qualified.

Proposal 2

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

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, 2022.

Proposal 4

The unitholders approved the amendment and restatement of the Company’s Eight Amended and Restated Agreement of Limited Partnership to provide for a three-year extension of the provision designed to protect the tax benefits of the net operating loss carryforwards of our subsidiaries and portfolio companies.

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.

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