Steel Partners unitholders approve fractional unit cash-out amendment and elect five directors

STEEL PARTNERS HOLDINGS L.P.

Unitholders approved Tenth Amended & Restated LP Agreement providing cash-out at fair value for fractional common units instead of issuing fractional units.
Five independent directors elected with ~18.7M votes each; broker non-votes ~1.26M.
Advisory vote on executive compensation approved: 18.5M for, 0.25M against.
Ratification of Deloitte as auditor for FY2023 approved with 19.94M votes (99.4% of votes cast).
All four proposals passed; total 20.06M units (~92.6%) present at meeting.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

STEEL PARTNERS HOLDINGS L.P.: Adopted Tenth Amended and Restated Agreement of Limited Partnership to provide for cash-out at fair value of fractional common units instead of issuing fractional units upon distribution, subdivision or combination (effective 2023-06-01).

Change: charter amendment
Effective: 2023-06-01

Exact text from the filing

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”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

STEEL PARTNERS HOLDINGS L.P. shareholders approved Non-binding advisory vote to approve the compensation of the Company's named executive officers. at the 2023-06-05 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-06-05

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

STEEL PARTNERS HOLDINGS L.P. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-05 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-06-05

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

STEEL PARTNERS HOLDINGS L.P. shareholders approved Approval of 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 woul at the 2023-06-05 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-05

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

STEEL PARTNERS HOLDINGS L.P. shareholders approved Election of five independent directors to serve on the Board of Directors of the General Partner. at the 2023-06-05 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-06-05

Exact text from the filing

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

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Source: SEC EDGAR

accession 0001213900-23-046179

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