Current Report Filing (8-k)
January 26 2023 - 4:16PM
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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): January 20, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2023, Steel
Partners Holdings L.P. (the “Company”) filed a current report on Form 8-K announcing that on January 5, 2023, Mr. Gordon Walker,
Senior Vice President of the Company, notified the Company of his intention to resign from his position with the Company, effective as
of January 20, 2023.
In connection with his termination
of employment, on January 20, 2023, Mr. Walker and the Company entered into a Separation Agreement and General Release (the “Separation
Agreement”), effective January 27, 2023 (the “Effective Date”). Under the terms of the Separation Agreement,
Mr. Walker is entitled to receive the following separation benefits (subject to applicable withholdings): (1) a lump sum cash payment
equal to $2,115,000; and (2) if Mr. Walker timely elects (pursuant to COBRA) continued group health insurance coverage for himself and
his eligible dependents, monthly reimbursements of COBRA premiums actually paid for the three months following the Effective Date. The
Separation Agreement also provides for (i) the continued effectiveness of the Bonus, Confidentiality, and Non-Solicitation Agreement signed
by Mr. Walker on or about July 11, 2022 (the form of which was filed as Exhibit 10.3 to the Company’s current report on Form 8-K
filed on August 22, 2022), (ii) a customary general release of claims, and (iii) customary confidentiality, cooperation and non-disparagement
provisions. The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by the full text
of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1.
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.
January 26, 2023 |
STEEL PARTNERS HOLDINGS L.P. |
|
|
|
By: |
Steel Partners Holdings GP Inc. |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ Jason Wong |
|
|
Jason Wong |
|
|
Chief Financial Officer |
2
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