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

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, 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.

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, 2023.

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.

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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