EX-99.1 2 tm2530963d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

knot offshore PARTNERS LP
NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON DECEMBER 15, 2025

 

NOTICE IS HEREBY given that the 2025 Annual Meeting (the “Meeting”) of the limited partners (the “Limited Partners”) of KNOT Offshore Partners LP (the “Partnership”) will be held on December 15, 2025, at 4:00 p.m. UK time, at 2 Queen’s Cross, Aberdeen AB15 4YB, 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 Ms. Pernille Østensjø as a Class IV Director of the Partnership, whose term will expire at the 2029 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, 2025 (“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 November 6, 2025 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/ Derek Lowe
  Derek Lowe
  Chief Executive Officer and Chief Financial Officer
  Dated: November 13, 2025

 

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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 DECEMBER 15, 2025

 

 

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 2025 Annual Meeting (the “Meeting”) of its limited partners (the “Limited Partners”) to be held at 2 Queen’s Cross, Aberdeen AB15 4YB, United Kingdom on December 15, 2025 at 4:00 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 November 13, 2025.

 

VOTING RIGHTS AND OUTSTANDING UNITS

 

On November 6, 2025 (the “Record Date”), the Partnership had outstanding 33,818,707 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 11 times during the year ended December 31, 2024. 7 of these meetings were attended by all 7 directors, 3 meetings by 6 directors and 1 meeting by 5 directors. This was a 94% attendance rate. Each director attended at least 75% of these meetings. The audit committee of the Board met 6 times during the year ended December 31, 2024, of which each of its members attended 100% of the meetings. The conflicts committee of the Board met 11 times during the year ended December 31, 2024. 9 of these meetings were attended by all 3 members and 2 meetings by 2 members. This was a 94% attendance rate.

 

 

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PROPOSALS

 

 

PROPOSAL 1—election of CLASS IV 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 Ms. Pernille Østensjø, for election to the board as a Class IV director whose term would expire at the 2029 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

 

The Partnership has a strong, engaged and experienced Board comprised of the four Elected Directors, all of whom are independent, and the three Appointed Directors. Our Directors have all had leadership roles in a number of successful companies. The Partnership’s unitholders benefit from this unique and diverse resource of knowledge, backgrounds and experience. The Board’s capabilities create a collective skillset that is well qualified to provide sound governance and risk management oversight. The Partnership looks for highly qualified Board candidates who can add new experience and insights to help it generate value for unitholders. Based upon the Partnership’s criteria for nominations of Directors to the Board, the Board unanimously determined to nominate Ms. Pernille Østensjø to serve as the Class IV Director until the 2029 annual meeting of unitholders. Ms. Østensjø is not being nominated for election pursuant to any agreements or understandings between the Partnership and any other person. There are no family relationships among any of our Directors or executive officers or Ms. Østensjø. If Ms. Østensjø is elected at the Annual Meeting, she would serve on the Audit Committee.

 

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

 

Name Age Position
     
Pernille Østensjø 62 Class IV Director

 

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Certain biographical information about the nominee is set forth below.

 

Pernille Østensjø has served since June 2024 as a senior advisor at the Norwegian Agency for Development Cooperation (“NORAD”) with the new Norwegian Sovereign Guarantee Scheme for renewable energy. From October 2022 to June 2024, Ms. Østensjø was a managing director at OMP Capital AS, a former portfolio company of HitecVision, a leading energy investor, in which role she was responsible for the analysis of potential investments and oversight of existing investments in a portfolio of listed and private companies related to the energy sector. From July 2021 to September 2022, she worked as a first vice president of renewable energy and industry at Export Finance Norway and from 2015 to 2021 she worked as a first vice president of renewable energy and clean tech at The Norwegian Export Credit Guarantee Agency. From 2009 to 2014, she served as a senior client executive, large corporates, at Danske Bank. Prior to that time, Ms. Østensjø served as the Chief Financial Officer for Tschudi & Eitzen Shipping Company and was a board member of a Tschudi Group company engaged in the offshore services sector. Ms. Østensjø has headed the finance function for several companies in the UMOE Group with investments in various industries, many of which were maritime and energy related (owned by the Norwegian private investor Jens Ultveit-Moe) both in Norway and abroad. She began her career as an auditor and worked for KPMG from 1988 to 1991. She has an SNC in Business Studies from the Aberdeen College of Commerce and a bilingual (German/French) master’s degree in Economics and Business Administration from the Universite de Fribourg, Switzerland and Exam from Graduate Programme in Economics and Business Administration, Finance from the Norwegian School of Economics and Business Administration. Ms. Østensjø has previously served as the deputy chairman of OSF Forvaltning AS, a company managing a securities portfolio for a non-profit organization working to improve the lives of women and children.

 

The Board believes that Ms. Østensjø has the experience, qualifications, attributes and skills, taken as a whole, to assist our Board in satisfying its oversight responsibilities and contributing materially to the Board’s strategic leadership of the Partnership, as she has a wealth of experience in financial management, equity and credit investment in companies across the energy sector, board-level oversight in both the maritime and energy sectors and years of audit and accounting oversight.

 

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.

 

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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

 

 

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, 2025.

 

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, 2025. 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.

 

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ANNUAL REPORT AND OTHER MATERIAL FOR MEETING

 

The Partnership’s Annual Report on Form 20-F for the year ended December 31, 2024 (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.

 

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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/ Derek Lowe
  Derek Lowe
  Chief Executive Officer and Chief Financial Officer
  November 13, 2025
  Aberdeen, United Kingdom

 

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