Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
(e) Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the second paragraph of Item 8.01 below is incorporated by reference into this Item 5.02.

Item 8.01. Other Events.

On November 26, 2012, the Board of Directors of SL Industries, Inc. (the "Company") declared a one-time special cash dividend of $2.00 per share (the "Dividend") for an aggregate dividend of approximately $8.3 million, based on shares outstanding as of November 23, 2012. The Dividend is payable on December 17, 2012 to shareholders of record at the close of business on December 6, 2012. On November 26, 2012, the Company issued a press release announcing the Dividend. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Also, on November 26, 2012, the Board of Directors of the Company approved the payment of equivalent cash bonuses to optionholders, including the Company's named executive officers, holding in-the-money, vested options in an aggregate amount of approximately $160,000, including approximately $74,000 to William T. Fejes, the Company's Chief Executive Officer, and $33,000 to Louis J. Belardi, the Company's Chief Financial Officer.

The Dividend and cash bonus will be funded primarily by available cash and the remainder from the Company's Credit Facility.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibits

99.1 Press Release dated November 26, 2012.

---