UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-35866
KNOT Offshore Partners LP
(Translation of registrant’s name into English)
2 Queen’s Cross,
Aberdeen, AB15 4YB
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 is a copy of the Notice
of Annual Meeting of Limited Partners and Proxy Statement of KNOT Offshore Partners LP dated October 10, 2024 for the 2024 Annual Meeting
of Limited Partners to be held on November 7, 2024.
SIGNATURE
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, thereunto duly authorized.
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KNOT OFFSHORE PARTNERS LP |
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| Date: October 10, 2024 |
By: |
/s/ Derek Lowe |
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Name: Derek Lowe |
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Title: Chief Executive Officer and
Chief Financial Officer |
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
FOLLOWING REGISTRATION STATEMENTS:
Exhibit 99.1
knot offshore PARTNERS LP
NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON November 7, 2024
NOTICE IS HEREBY given that
the 2024 Annual Meeting (the “Meeting”) of the limited partners (the “Limited Partners”)
of KNOT Offshore Partners LP (the “Partnership”) will be held on November 7, 2024, at 3:00 p.m. UK time,
at Floor 19, One Cabot Square, Canary Wharf, London E14 4QJ, United Kingdom for the following purposes, which are more completely set
forth in the accompanying proxy statement:
To consider and vote upon
the following proposals:
| 1. | To elect Simon Bird as a Class III Director of the Partnership, whose term will
expire at the 2028 Annual Meeting of Limited Partners (“Proposal 1”); |
| 2. | To ratify the appointment of Ernst & Young AS (“EY”),
as the Partnership’s independent public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”);
and |
| 3. | To transact other such business as may properly come before the Meeting or any adjournment
or postponement thereof. |
Adoption of Proposal 1
requires the affirmative vote of a plurality of the Common Units and Class B Units of the Partnership represented at the Meeting. Adoption
of Proposal 2 requires the affirmative vote of a majority of the Common Units and Class B Units of the Partnership represented
at the Meeting.
The Board of Directors of
the Partnership (the “Board”) has fixed the close of business on October 3, 2024 as the record date for the
determination of the Limited Partners entitled to receive notice and vote at the Meeting or any adjournment or postponement thereof.
Pursuant to the Partnership’s
Fourth Amended and Restated Agreement of Limited Partnership dated September 10, 2021, certain holders of the Partnership’s Common
Units and Class B Units may be prohibited from voting all or a portion of their Common Units and Class B Units at the Meeting.
WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT YOUR COMMON UNITS AND CLASS B UNITS BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY,
IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY MATERIALS BY MAIL, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY MATERIALS OVER THE
INTERNET, PLEASE VOTE BY INTERNET IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE PROXY CARD THAT YOU HAVE RECEIVED IN THE MAIL. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
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By Order of the
Board |
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/s/ Derek Lowe |
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Derek Lowe |
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Chief Executive Officer and
Chief Financial Officer |
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Dated: October 10, 2024 |
KNOT OFFSHORE PARTNERS
LP
2 Queen’s Cross, Aberdeen, AB15 4YB, United
Kingdom
PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON NOVEMBER 7, 2024
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited
on behalf of the members of the board of directors (each, a “Director” and collectively, the “Board”)
of KNOT Offshore Partners LP, a Marshall Islands limited partnership (the “Partnership”), for use at the
Partnership’s 2024 Annual Meeting (the “Meeting”) of its limited partners (the “Limited Partners”)
to be held at Floor 19, One Cabot Square, Canary Wharf, London E14 4QJ, United Kingdom on November 7, 2024 at 3:00 p.m. UK time, or at
any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Limited
Partners. This Proxy Statement and the accompanying form of proxy are expected to be mailed to Limited Partners entitled to vote at the
Meeting on or about October 10, 2024.
VOTING RIGHTS
AND OUTSTANDING UNITS
On October 3, 2024 (the “Record
Date”), the Partnership had outstanding 34,045,081 common units, representing limited partner interests in the Partnership
(the “Common Units”), 252,405 Class B Units, representing limited partner interests in the Partnership (the
“Class B Units”), 3,541,666 Series A Convertible Preferred Units and 640,278 general partner units. Each Limited
Partner of record at the close of business on the Record Date, subject to certain limitations discussed below and as set forth in the
Partnership’s Fourth Amended and Restated Agreement of Limited Partnership dated September 10, 2021 (the “Limited Partnership
Agreement”), is entitled to one vote for each Common Unit or Class B Unit then held. Limited Partners holding Common Units
and Class B Units representing at least 331/3% of the Common Units and Class B Units outstanding present in person
or by proxy at the Meeting shall constitute a quorum for the purposes of the Meeting. The Common Units and Class B Units represented by
any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed
and is received by the Partnership prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any proxies
returned without instructions will be voted FOR the proposals set forth on the Notice of Annual Meeting of Limited Partners.
Holders of the Common Units
and Class B Units that are persons (including individuals, entities, partnerships, trusts and estates) that are residents of Norway for
purposes of the Tax Act on Income and Wealth (“Norwegian Resident Holders”) are not eligible to vote in the
election of the Partnership’s directors who are elected by the holders of the Common Units and Class B Units (the “Elected
Directors”). Common Units and Class B Units held by Norwegian Resident Holders are not considered to be outstanding with
respect to the voting of Common Units and Class B Units in the election of the Elected Directors. The voting rights of any Norwegian Resident
Holders will effectively be redistributed pro rata among the remaining holders of the Common Units and Class B Units.
The Common Units are listed
on the New York Stock Exchange under the symbol “KNOP.”
REVOCABILITY
OF PROXIES
A Limited Partner giving a
proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with the Chief Executive Officer and Chief Financial
Officer of the Partnership at the Partnership’s principal executive office, 2 Queen’s Cross, Aberdeen, AB15 4YB, United Kingdom,
a written notice of revocation by a duly executed proxy bearing a later date or by attending the Meeting and voting in person.
BOARD ATTENDANCE
The Board met 8 times during
the year ended December 31, 2023. All 7 directors attended each of the meetings, except on 3 occasions where only 6 directors were able
to attend. This was a 94.6% attendance rate. The audit committee of the Board met 4 times during the year ended December 31, 2023, of
which each of its members attended 100% of the meetings. The conflicts committee of the Board met once during the year ended December
31, 2023, at which all its members were present.
PROPOSALS
PROPOSAL 1—election
of CLASS III director
In accordance with the Limited
Partnership Agreement, the Board consists of three Directors (the “Appointed Directors”) appointed by KNOT Offshore
Partners GP LLC, a Marshall Islands limited liability company and the Partnership’s general partner (the “General Partner”),
and four Elected Directors.
As provided in the Partnership
Agreement, the Appointed Directors serve as directors for terms determined by the General Partner. The four Elected Directors are divided
into four classes serving staggered terms. The Board has nominated Simon Bird, a Class III Director, for election as a director whose
term would expire at the 2028 Annual Meeting of the Partnership.
Unless the proxy is marked
to indicate that such authorization is expressly withheld, the person named in the enclosed proxy intends to vote the Common Units or
Class B Units authorized thereby FOR the election of the following nominee. It is expected that such nominee will be able to serve, but
if before the election it develops that such nominee is unavailable, the person named in the accompanying proxy will vote for the election
of such substitute nominee as the current Board may recommend.
Nominee For Election
To The Partnership’s Board Of Directors
Information concerning the
nominee for election to the Board as the Class III Director is set forth below:
| Name | |
Age | |
Position |
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|
| Simon Bird | |
65 | |
Class III Director |
Certain biographical information
about the nominee is set forth below.
Simon Bird has served on our board of directors
since 2015. Mr. Bird currently serves as a member of the board’s Conflicts Committee. Since September 2015, Mr. Bird has been Director
Humber for Associated British Ports, a board role, from which position he is due to step down by the end of October 2024 in order to pursue
other interests. Mr. Bird previously served as the Chief Executive of Bristol Port Company from 2000 until August 2015. From 1997 to 1999,
Mr. Bird served as Commercial Director at Mersey Docks & Harbour Company plc. From 1995 to 1997 he was Joint Managing Director and
Executive Director at International Water Ltd. Prior to 1995, Mr. Bird held senior positions at British Aerospace plc, Thorn EMI plc and
Philips. Prior to his industrial career, Mr Bird served in the Royal Navy and Her Majesty’s Diplomatic Service. Mr. Bird is also
chairman of the Humber Freeport and a director of the Greater Lincolnshire Local Enterprise Partnership, a public/private body. Mr Bird
holds an Honorary Commission in the Royal Naval Reserve in the rank of Captain.
Required Vote: Approval
of Proposal 1 requires the affirmative vote of the plurality of the votes cast by holders of the outstanding Common Units
and Class B Units present in person or represented by proxy at the Meeting.
THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN
FAVOR OF SUCH PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED
PROPOSAL 2—RATIFICATION
OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
The Board is submitting for
ratification at the Meeting the selection of Ernst & Young AS (“EY”) as the Partnership’s independent
public accounting firm for the fiscal year ending December 31, 2024.
EY has advised the Partnership
that EY does not have any direct or indirect financial interest in the Partnership, nor has such firm had any such interest in connection
with the Partnership other than in its capacity as the Partnership’s independent public accounting firm. All services rendered by
the independent public accounting firm are subject to review by the audit committee of the Board.
Required Vote. Approval
of Proposal 2 requires the affirmative vote of the majority of the votes cast by holders of the outstanding Common Units and
Class B Units present in person or represented by proxy at the Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE FOR RATIFICATION OF THE APPOINTMENT OF EY AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM OF THE PARTNERSHIP FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2024. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY
VOTE IS SPECIFIED.
EFFECT OF ABSTENTIONS
Abstentions will not affect
the vote on Proposal 1. Abstentions will have the same effect as votes “AGAINST” approval of Proposal 2.
SOLICITATION
The cost of preparing and
soliciting proxies will be borne by the Partnership. Solicitation on behalf of the Board will be made primarily by mail, but holders
of the Common Units and Class B Units may be solicited by telephone, e-mail, other electronic means or personal contact. Copies of materials
for the Meeting will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies
from beneficial owners and will also be available on the Partnership’s website at www.knotoffshorepartners.com.
ANNUAL REPORT
AND OTHER MATERIAL FOR MEETING
The Partnership’s
Annual Report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”) and copies of the
materials for the Meeting are available on the Partnership’s website at www.knotoffshorepartners.com. Any holder of
Common Units or Class B Units may receive a hard copy of the Annual Report free of charge upon request by writing to us at: 2
Queen’s Cross, Aberdeen, AB15 4YB, United Kingdom.
OTHER BUSINESS
Management knows of no business
that will be presented for consideration at the Meeting other than that stated in the Notice of Annual Meeting of Limited Partners. Should
any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the
judgment of the person or persons named in the proxy.
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By Order of the
Board of Directors |
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/s/ Derek Lowe |
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Derek Lowe |
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Chief Executive Officer and
Chief Financial Officer |
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October 10, 2024 |
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Aberdeen, United Kingdom |
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