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 OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report: November 16, 2020
Commission File
No. 001-33811
NAVIOS
MARITIME PARTNERS L.P.
7 Avenue de
Grande Bretagne, Office 11B2
Monte Carlo,
MC 98000 Monaco
(Address of
Principal Executive Offices)
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 ☑ 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 ☑
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 ☑
Information Contained in
this Report on Form 6-K
Attached hereto
is a copy of the Notice of 2020 Annual Meeting of Limited Partners
and Proxy Statement of Navios Maritime Partners L.P., dated
November 16, 2020, for the 2020 annual meeting of Limited
Partners to be held on Monday, December 21, 2020.
November 16, 2020
Dear Limited
Partner,
We cordially
invite you to attend our 2020 annual meeting of Limited Partners to
be held at 11:30 a.m., local time, on Monday, December 21,
2020 at our offices at 7 Avenue de Grande Bretagne, Office 11B2,
Monaco.
When you have
finished reading the proxy statement, please promptly vote your
interests by marking, signing, dating and returning the proxy card
in the enclosed envelope. We encourage you to vote by proxy so that
your interests will be represented and voted at the meeting,
whether or not you can attend.
Sincerely,
Angeliki
Frangou
Chairman and
Chief Executive Officer
NAVIOS
MARITIME PARTNERS L.P.
NOTICE OF
2020 ANNUAL MEETING OF LIMITED PARTNERS
November 16, 2020
TIME: 11:30 a.m.,
local time
DATE: Monday,
December 21, 2020
PLACE: Offices of Navios Maritime
Partners L.P., 7 Avenue de Grande Bretagne, Office 11B2,
Monaco
PURPOSES:
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1. |
To elect one Class III director to serve until the
2023 annual meeting of Limited Partners (“Proposal
One”).
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2. |
To ratify the appointment of PricewaterhouseCoopers S.A.
as our independent registered public accounting firm for our
current fiscal year ending December 31, 2020
(“Proposal Two”).
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To consider any other business that is properly presented
at the meeting or any adjournment thereof.
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WHO MAY VOTE:
The Board of
Directors (the “Board of Directors”) of Navios Maritime
Partners L.P. (the “Company,” “we,” “us” or
“our”) has fixed the close of business on Friday,
November 13, 2020 as the record date for the determination of
the common unitholders, which we also refer to as the “Limited
Partners,” entitled to receive notice and to vote at the annual
meeting or any adjournment thereof. A list of common unitholders of
record will be available at the meeting and, during the 10 days
prior to the meeting, at the office of the Secretary at the above
address.
IT IS IMPORTANT TO VOTE.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. THE VOTE OF
EVERY LIMITED PARTNER IS IMPORTANT AND YOUR COOPERATION IN
RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY
SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF
ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.
If you attend the annual
meeting, you may revoke your proxy and vote in person.
BY ORDER OF THE
BOARD OF DIRECTORS
Vasiliki
Papaefthymiou
Secretary
NAVIOS
MARITIME PARTNERS L.P.
7 AVENUE DE
GRANDE BRETAGNE, OFFICE 11B2
MONTE CARLO,
MC 98000 MONACO
PROXY
STATEMENT FOR
NAVIOS
MARITIME PARTNERS L.P.
2020 ANNUAL
MEETING OF LIMITED PARTNERS
TO BE HELD ON
MONDAY, DECEMBER 21, 2020
GENERAL
INFORMATION CONCERNING THE ANNUAL MEETING
Why Did You Send Me this
Proxy Statement?
We sent you this
proxy statement and the enclosed proxy card because our Board of
Directors is soliciting your proxy to vote at the 2020 annual
meeting of Limited Partners and any adjournments of the meeting to
be held at 11:30 a.m., local time, on Monday, December 21,
2020, at our offices at 7 Avenue de Grande Bretagne, Office 11B2,
Monaco. This proxy statement, along with the accompanying Notice of
Annual Meeting of Limited Partners, summarizes the purposes of the
meeting and the information you need to know to vote at the annual
meeting.
On
November 16, 2020, we began sending this proxy statement, the
attached notice of annual meeting and the enclosed proxy card to
all Limited Partners entitled to vote at the meeting. You can find
a copy of our 2019 Annual Report on Form 20-F on the Internet through our
website at www.navios-mlp.com or the U.S.
Securities and Exchange Commission’s electronic data system called
EDGAR at www.sec.gov.
Who Can
Vote?
On
November 13, 2020, we had outstanding 11,487,679 common units
and 237,822 general partner units. Each Limited Partner of record
at the close of business on November 13, 2020 is entitled to
vote. One or more Limited Partners holding at least 33% of the
total voting rights represented in person or by proxy at the annual
meeting shall be a quorum for the purposes of the annual 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 us prior to the
close of voting at the annual 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.
The common units
are listed on the New York Stock Exchange under the symbol
“NMM.”
You do not need
to attend the annual meeting to vote your common units. Common
units represented by valid proxies, received in time for the
meeting and not revoked prior to the meeting, will be voted at the
meeting. A Limited Partner may revoke a proxy before the proxy is
voted by delivering to our Secretary a signed statement of
revocation or a duly executed proxy card bearing a later date. Any
Limited Partner who has executed a proxy card but attends the
meeting in person may revoke the proxy and vote at the
meeting.
How Many Votes Do I
Have?
Each common unit
of Navios Maritime Partners L.P. that you own entitles you to one
vote.
How Do I
Vote?
Whether you plan
to attend the annual meeting or not, we urge you to vote by proxy.
Voting by proxy will not affect your right to attend the annual
meeting. If your common units are registered directly in your name
through our transfer agent, Continental Stock Transfer &
Trust Company, or you have physical certificates, you may
vote:
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By mail. Complete and mail the enclosed
proxy card in the enclosed postage prepaid envelope. Your proxy
will be voted in accordance with your instructions. If you sign the
proxy card but do not specify how you want your common units voted,
they will be voted as recommended by our Board of
Directors.
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In person at the meeting. If you attend
the meeting, you may deliver your completed proxy card in person or
you may vote by completing a ballot, which will be available at the
meeting.
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If your common
units are held in “street name” (held in the name of a bank, broker
or other nominee), you must provide the bank, broker or other
nominee with instructions on how to vote your common units and can
do so as follows:
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By mail. You will receive instructions
from your bank, broker or other nominee explaining how to vote your
common units.
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In person at the meeting. Contact the
bank, broker or other nominee who holds your common units to obtain
a broker’s proxy card and bring it with you to the meeting. You
will not be able to vote at the meeting unless you have a proxy
card from your broker.
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“Street name”
holders may vote by telephone or Internet if their bank, broker or
other nominee makes those methods available, in which case the
bank, broker or other nominee will enclose the instructions with
the proxy materials. The telephone and Internet voting procedures
are designed to authenticate Limited Partners’ identities, to allow
Limited Partners to vote their common units, and to confirm that
their instructions have been recorded properly.
How Does the Board of
Directors Recommend That I Vote on the Proposals?
The board of
directors recommends that you vote as follows:
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“FOR” the election of the nominee for Class III director;
and
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“FOR” ratification of the selection of independent registered
public accounting firm for our current fiscal year ending
December 31, 2020.
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If any other
matter is presented, the proxy card provides that your common units
will be voted by the proxy holder listed on the proxy card in
accordance with his or her best judgment. At the time this proxy
statement was printed, we knew of no matters that needed to be
acted on at the annual meeting, other than those discussed in this
proxy statement.
May I Revoke My
Proxy?
If you give us
your proxy, you may revoke it at any time before the annual
meeting. You may revoke your proxy in any one of the following
ways:
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signing a new proxy card and submitting it as instructed
above;
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notifying our Secretary in writing before the annual meeting
that you have revoked your proxy; or
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attending the meeting in person and voting in person. Attending
the meeting in person will not in and of itself revoke a previously
submitted proxy unless you specifically request it.
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What Vote is Required to
Approve Each Proposal and How are Votes Counted?
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Proposal 1: Elect the Class III
Director
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The nominee
for Class III director who receives the most votes (also known
as a “plurality” of the votes) will be elected. You may either vote
FOR the nominee or WITHHOLD your vote from the nominee. Votes that
are withheld will not be included in the vote tally for the
election of the Class III director. Brokerage firms do not
have authority to vote customers’ unvoted common units held by the
firms in street name for the election of directors. As a result,
any common units not voted by a beneficial owner will be treated as
a broker non-vote. Such
broker non-votes will have
no effect on the results of this vote. |
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Proposal 2: Ratify Selection of Independent
Registered Public Accounting Firm
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The
affirmative vote of the majority of votes present or represented by
proxy and entitled to vote at the annual meeting is required to
ratify the selection of our independent registered public
accounting firm. Abstentions will be treated as votes against this
proposal. Brokerage firms have authority to vote customers’ unvoted
common units held by the firms in street name on this proposal. If
a broker does not exercise this authority, such broker non-votes will have no effect on the
results of this vote. We are not required to obtain the approval
of our limited partners to select our independent accountants.
However, if our limited partners do not ratify the selection of
PricewaterhouseCoopers S.A. as our independent accountants for
2020, our Audit Committee of our Board of Directors will reconsider
its selection. |
What Constitutes a Quorum
for the Meeting?
The presence, in
person or by proxy, of the holders of at least 33% of our
outstanding common units is necessary to constitute a quorum at the
meeting. Votes of common unitholders of record who are present at
the meeting in person or by proxy, withheld votes, abstentions, and
broker non-votes are
counted for purposes of determining whether a quorum
exists.
PROPOSAL
ONE
ELECTION OF
CLASS III DIRECTOR
In accordance
with the terms of our Fourth Amended and Restated Agreement of
Limited Partnership, our Board of Directors consists of seven
members; three of the members were appointed by our general partner
at our first annual meeting following our initial public offering
and four members were elected into three different classes. The
appointed directors serve as directors for terms determined by our
general partner or until his or her successor is duly appointed.
The classified directors are elected by holders of our common
units. At the 2018 annual meeting of Limited Partners, four
classified directors were elected by holders of our common units
for a term corresponding to their respective classes, consisting of
two Class I directors elected for a term expiring at the 2021
annual meeting of Limited Partners; one Class II director
elected for a term expiring at the 2022 annual meeting; and one
Class III director elected for a term expiring at this annual
meeting.
The Board of
Directors has nominated Serafeim Kriempardis, who presently serves
as the Class III director, to stand for election as a
Class III director at this year’s annual meeting, for a
three-year term expiring at our 2023 annual meeting.
Unless the proxy
is marked to indicate that such authorization is expressly
withheld, the persons named in the enclosed proxy intend 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 the
nominee is unavailable, the persons named in the accompanying proxy
will vote for the election of such substitute nominee(s) as the
current Board of Directors may recommend.
Nominee for Election to
the Company’s Board of Directors
Information
concerning the nominee for election to our Board of Directors is
set forth below:
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Name
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Age |
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Position
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Serafeim
Kriempardis
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72 |
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Class III Director |
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Serafeim
Kriempardis was appointed to our Board of Directors in
December 2009. Mr. Kriempardis previously served as the Head
of Shipping of Piraeus Bank from 2007 to 2009 and as the Head of
Shipping of Emporiki Bank of Greece from 1999 to 2007. Prior to
serving as Head of Shipping at Emporiki Bank, Mr. Kriempardis
served in the Project Finance and Corporate and Feasibility
departments of the bank. Mr. Kriempardis is an accountant by
training and holds a Bachelor’s degree in Economics from the Athens
University of Economics and Business and a Diploma in Management
from the McGill University of Canada. Mr. Kriempardis also
serves as chairman of the Audit Committee and chairman of the
Compensation Committee. Mr. Kriempardis is an independent
director.
Required
vote. The director
will be elected by a plurality of the votes cast by holders of our
common units (excluding common units owned by our general partner
or its affiliates), meaning that the nominee for director receiving
the highest number of common units voted “for” their election will
be elected.
Effect of
withheld votes and broker non-votes. Withheld
votes will not affect the vote on Proposal One. Brokerage firms do
not have authority to vote customers’ unvoted units held by the
firms in street name for the election of directors. As a result,
any units not voted by a beneficial owner will be treated as a
broker non-vote. Such
broker non-votes will have
no effect on the results of this vote.
THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
CLASS III DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES
RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED
DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL
TWO
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board of
Directors is submitting for approval the appointment of
PricewaterhouseCoopers S.A. as our independent registered public
accounting firm for the fiscal year ending December 31, 2020.
The Board of Directors proposes that holders of common units ratify
this appointment. PricewaterhouseCoopers S.A. audited our financial
statements for the fiscal year ended December 31,
2019.
PricewaterhouseCoopers S.A. has advised us that it does not
have any direct or indirect financial interest in us, nor has it
had any such interest in connection with us since our inception
other than in its capacity as our independent auditors.
All services
rendered by PricewaterhouseCoopers S.A. are subject to review by
our Audit Committee.
We are not
required to obtain the approval of our Limited Partners to select
our independent registered public accounting firm. In the event the
holders of common units do not ratify the appointment of
PricewaterhouseCoopers S.A. as our independent registered public
accounting firm, the Audit Committee will reconsider its
appointment for future audits.
Required
vote. Approval of Proposal Two will require the affirmative
vote of a majority of votes present or represented by proxy and
entitled to vote at the annual meeting.
Effect of
abstentions and broker non-votes. Abstentions will be
treated as votes against Proposal Two. Brokerage firms have
authority to vote customers’ unvoted units held by the firms in
street name on Proposal Two. If a broker does not exercise this
authority, such broker non-votes will have no effect on the
results of this vote.
THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS S.A. AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, AND PROXIES RECEIVED BY THE BOARD OF DIRECTORS
WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A LIMITED
PARTNER INDICATES OTHERWISE ON THE PROXY.
SOLICITATION
The cost of preparing and
soliciting proxies will be borne by us. Solicitation on behalf of
the Board of Directors will be made primarily by mail, but Limited
Partners may be solicited by telephone, e-mail, other electronic means, or
personal contact. Copies of materials for the annual meeting of
Limited Partners will be supplied to brokers, dealers, banks and
voting trustees, or their nominees, for the purpose of soliciting
proxies from beneficial owners.
OTHER
MATTERS
The Board of Directors is
not aware of any other business that will be presented at the
annual meeting. If any other business is properly brought before
the annual 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 proxies.
BY ORDER OF THE
BOARD OF DIRECTORS
Vasiliki
Papaefthymiou
Secretary
November 16, 2020
YOUR VOTE IS IMPORTANT. PLEASE VOTE
TODAY.
Vote by Internet - QUICK *** EASY IMMEDIATE - 24 Hours a
Day, 7 Days a Week or by Mail
Your Internet vote authorizes the named proxies to vote
your common units in the same manner NAVIOS MARITIME as if you
marked, signed and returned your proxy PARTNERS L.P. card. Votes
submitted electronically over the Internet must be received by
11:59 p.m., Pacific Standard Time, on December 20, 2020.
INTERNET – www.cstproxyvote.com
Use the Internet to vote your proxy. Have your proxy card
available when you access the above website. Follow the prompts to
vote your common units.
MAIL – Mark, sign and date your proxy card and return it
in the postage-paid envelope provided.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING
ELECTRONICALLY.
FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE
PROVIDED
PROXY
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR
NOMINEE LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Please mark your votes like this
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS’ RECOMMENDATIONS, JUST SIGN BELOW. YOU NEED NOT MARK ANY
BOXES.
1. Election of one Class III Director (or if any nominee
is not available for election, such substitute as the Board of
Directors may designate): Proposal to elect Serafeim Kriempardis as
a Class III Director of the Company, whose term will expire in
2023.
2. Proposal to ratify the appointment of
PricewaterhouseCoopers S.A. as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2020.
FOR AGAINST ABSTAIN
WITHHOLD FOR VOTE
(1) Serafeim Kriempardis
IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENTS OF THE MEETING.
CONTROL NUMBER
Signature Signature Date, 2020.
Note: Please sign exactly as name appears hereon. When
units are held by Joint owners, both should sign. When signing as
attorney, executor, administrator, trustee, guardian, or corporate
officer. please give title as such.
Important Notice Regarding the Availability
of Proxy Materials for the 2020 Annual Meeting of Limited Partners
to be held on December 21, 2020 To view the 2020 Proxy Statement
and the 2020 Annual Report please go to:
https://www.cstproxy.com/naviosmaritimepartners/2020
FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE
PROVIDED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
NAVIOS MARITIME PARTNERS L.P.
The undersigned, revoking any previous proxies relating
to these common units, hereby acknowledges receipt of the Notice
and Proxy Statement, dated November 16, 2020, in connection with
the 2020 Annual Meeting of Limited Partners to be held at 11:30
a.m., local time, on December 21, 2020 at our offices at 7 Avenue
de Grande Bretagne, Office 11B2, Monaco and hereby appoints
Angeliki Frangou, George Achniotis and Vasiliki Papaefthymiou, and
each of them (with full power to act alone), the attorneys and
proxies of the undersigned, with power of substitution to each, to
vote all the common units of Navios Maritime Partner L.P.
registered in the name provided in this Proxy which the undersigned
is entitled to vote at the 2020 Annual Meeting of Limited Partners,
and at any adjournments of the meeting, with all the powers the
undersigned would have if personally present at the meeting.
Without limiting the general authorization given by this Proxy, the
proxies are, and each of them is, instructed to vote or act as
follows on the proposals set forth in the Proxy.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE CLASS III DIRECTOR AND FOR PROPOSAL
2.
If you wish to vote in accordance with the Board of
Directors’ recommendations, just sign on the reverse side. You need
not mark any boxes.
(Continued, and to be marked, dated and signed, on the
other side)
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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NAVIOS MARITIME PARTNERS
L.P. |
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| Date: November 16, 2020 |
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By: |
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/s/ Angeliki
Frangou
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Angeliki Frangou |
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Chairman and Chief Executive Officer |
