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 July 2020

 

Commission File Number 001-35866

 

 

KNOT Offshore Partners LP

(Translation of registrant’s name into English)

 

 

2 Queen’s Cross,

Aberdeen, Aberdeenshire

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   o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1).

 

Yes   o             No    x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).

 

Yes   o             No    x

 

 

 

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 July 30, 2020 for the 2020 Annual Meeting of Limited Partners to be held on August 28, 2020.

 

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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.

 

	KNOT OFFSHORE PARTNERS LP
Date: July 30, 2020
	By:	/s/ Gary Chapman
		Name:	Gary Chapman
		Title:	Chief Executive Officer and Chief Financial Officer

 

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Exhibit 99.1

 

KNOT OFFSHORE PARTNERS LP
NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON AUGUST 28, 2020

 

NOTICE IS HEREBY given that the 2020 Annual Meeting (the “Meeting”) of the limited partners (the “Limited Partners”) of KNOT Offshore Partners LP (the “Partnership”) will be held on August 28, 2020, at 12:00 p.m. UK time, at One Elmfield Park, Bromley BR1 1LU, 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 2024 Annual Meeting of Limited Partners (“Proposal 1”); and

 

2.                                      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 of the Partnership represented at the Meeting.

 

The Board of Directors of the Partnership (the “Board”) has fixed the close of business on July 24, 2020 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 Third Amended and Restated Agreement of Limited Partnership dated June 30, 2017, certain holders of the Partnership’s common units may be prohibited from voting all or a portion of their common units at the Meeting.

 

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT YOUR COMMON 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.

 

	By Order of the Board
	/s/ Gary Chapman
	Gary Chapman
	Chief Executive Officer and Chief Financial Officer
	Dated: July 30, 2020

 

 

KNOT OFFSHORE PARTNERS LP

 

2 Queen’s Cross, Aberdeen, Aberdeenshire AB15 4YB, United Kingdom

 

 

PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON AUGUST 28, 2020

 

 

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 2020 Annual Meeting (the “Meeting”) of its limited partners (the “Limited Partners”) to be held at One Elmfield Park, Bromley BR1 1LU, United Kingdom, on August 28, 2020 at 12:00 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 July 30, 2020.

 

VOTING RIGHTS AND OUTSTANDING UNITS

 

On July 24, 2020 (the “Record Date”), the Partnership had outstanding 32,694,094 common units, representing limited partner interests in the Partnership (the “Common Units”), 3,750,000 Series A Convertible Preferred Units and 615,117 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 Third Amended and Restated Agreement of Limited Partnership dated June 30, 2017 (the “Limited Partnership Agreement”), is entitled to one vote for each Common Unit then held.  Limited Partners holding Common Units representing at least 331/3% of the Common Units outstanding present in person or by proxy at the Meeting shall constitute a quorum for the purposes of the Meeting.  The Common 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 proposal set forth on the Notice of Annual Meeting of Limited Partners.

 

Holders of the Common 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 (the “Elected Directors”).  Common Units held by Norwegian Resident Holders are not considered to be outstanding with respect to the voting of Common Units in the election of the Elected Directors.

 

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The voting rights of any Norwegian Resident Holders will effectively be redistributed pro rata among the remaining holders of the Common 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, Aberdeenshire 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.

 

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PROPOSAL

 

**************************************

 

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 2024 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 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
Simon Bird		61		Class III Director

 

Certain biographical information about the nominee is set forth below.

 

Simon Bird has served on our board of directors since May 2015. Mr. Bird is currently Director Humber for Associated British Ports, a board role, having taken up this position in September 2015. 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 a director of the Humber Local Enterprise Partnership, a public/private body. Mr Bird holds a 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 present in person or represented by proxy at the Meeting.

 

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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.

 

EFFECT OF ABSTENTIONS

 

Abstentions will not affect the vote on Proposal 1.

 

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 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, 2019 (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 may receive a hard copy of the Annual Report free of charge upon request by writing to us at: 2 Queen’s Cross, Aberdeen, Aberdeenshire 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.

 

	By Order of the Board of Directors
	/s/ Gary Chapman
	Gary Chapman
	Chief Executive Officer and Chief Financial Officer
	July 30, 2020
	Aberdeen, Aberdeenshire

 

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