6-K - KNOP - Equibles

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 September 2022

Commission File Number 001-35866

KNOT Offshore Partners LP

(Translation of registrant’s name intoEnglish)

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 ¨

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 ¨ 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 ¨ No x

INFORMATION CONTAINED IN THIS FORM 6-KREPORT

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 September 26, 2022 for the 2022 Annual Meeting of Limited Partners to be held on October 20, 2022.

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: September 26,<br> 2022
	By:	/s/ Gary Chapman
		Name:	Gary Chapman
		Title:	Chief Executive Officer and Chief Financial Officer

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS:

●	FORM F-3 (NO. 333-248518) ORIGINALLY FILED WITH THE SECURITIES<br> AND EXCHANGE COMMISSION (“SEC”) ON SEPTEMBER 1, 2020; AND
●	FORM F-3 (NO. 333-227942)<br> ORIGINALLY FILED WITH THE SEC ON OCTOBER 23, 2018.
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Exhibit 99.1

knotoffshore PARTNERS LPNOTICE OF ANNUAL MEETING OF LIMITED PARTNERSTO BE HELD ON OCTOBER 20, 2022

NOTICE IS HEREBY given that the 2022 Annual Meeting (the “Meeting”) of the limited partners (the “LimitedPartners”) of KNOT Offshore Partners LP (the “Partnership”) will be held on October 20, 2022, at 3:00 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<br> elect Edward A. Waryas, Jr. as a Class I Director of the Partnership, whose term<br> will expire at the 2026 Annual Meeting of Limited Partners (“Proposal 1”);<br> and
2.	To<br> ratify the appointment of Ernst & Young AS (“EY”), as<br> the Partnership’s independent public accounting firm for the fiscal year ending December 31,<br> 2022 (“Proposal 2”)
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3.	To<br> transact other such business as may properly come before the Meeting or any adjournment or<br> postponement thereof.
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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 September 20, 2022 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.

By Order of the Board
/s/ Gary Chapman
Gary Chapman
Chief Executive Officer and Chief Financial Officer
Dated: September 26, 2022

KNOTOFFSHORE PARTNERS LP

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

PROXYSTATEMENTFORANNUAL MEETING OF LIMITED PARTNERSTO BE HELD ON October 20, 2022

INFORMATIONCONCERNING 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 2022 Annual Meeting (the “Meeting”) of its limited partners (the “LimitedPartners”) to be held at One Elmfield Park, Bromley, BR1 1LU, United Kingdom, on October 20, 2022 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 September 26, 2022.

VOTINGRIGHTS AND OUTSTANDING UNITS

On September 20, 2022 (the “Record Date”), the Partnership had outstanding 33,960,946 common units, representing limited partner interests in the Partnership (the “Common Units”), 336,540 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 33^1^/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.”

REVOCABILITYOF 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, 2021. All 7 directors attended each of the meetings, except on two occasions where only 6 directors were able to attend. This was a 96% (54/56) attendance rate. The audit committee of the Board met 4 times during the year ended December 31, 2021, of which each of its members attended 100% of the meetings. The conflicts committee of the Board met 12 times during the year ended December 31, 2021. All 3 committee members attended each of the meetings, except on two occasions where only 2 members were able to attend. This was a 94% (34/36) attendance rate.

PROPOSALS

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PROPOSAL 1**—electionof CLASS I 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 Edward A. Waryas, Jr., a Class I Director, for election as a director whose term would expire at the 2026 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.

NomineeFor Election To The Partnership’s Board Of Directors

Information concerning the nominee for election to the Board as the Class I Director is set forth below:

Name	Age	Position
Edward<br> A. Waryas, Jr.	74	Class I Director

Certain biographical information about the nominee is set forth below.

EdwardA. Waryas, Jr. has served on our board of directors and as a member of the Conflicts Committee since 2013, and as a member of the Audit Committee since 2015. Mr. Waryas retired from his position as Vice President—Marine Business Development for Lloyd’s Register North America, Inc. at the end of 2014 where he was responsible for marine business development, account management, marketing and product development in North America. Mr. Waryas is a past President of Windward Maritime LLC and during the 1990s was President of the Clay Marketing and Public Relations marine division as well as Director, Business Development for Newport News Shipbuilding and Vice President of the Tenneco Foreign Sales Corporation. Prior to this, Mr. Waryas served as a U.S. Coast Guard licensed engineer for Mobil Shipping & Transportation Company and at the time was also chairman of the bow-loading coordination committee that developed the offshore loading system for the Statfjord Field off the coast of Norway. Mr. Waryas has a Bachelor of Science, Marine Engineering, from the United States Merchant Marine Academy and a Master of Science, Transportation Management, from the State University of New York.

RequiredVote: 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.

THEBOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENTWILL BE VOTED IN FAVOR OF SUCH PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.

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PROPOSAL2**—RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTINGFIRM**

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, 2022.

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.

RequiredVote. 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.

THEBOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF EY AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM OF THE PARTNERSHIPFOR THE FISCAL YEAR ENDING DECEMBER 31, 2022. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOROF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.

EFFECTOF 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.

ANNUALREPORT AND OTHER MATERIAL FOR MEETING

The Partnership’s Annual Report on Form 20-F for the year ended December 31, 2021 (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.

OTHERBUSINESS

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<br> Officer
September 26, 2022
Aberdeen, United Kingdom