Amarin Corporation plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Compensatory Arrangements of Certain Officers.
As described under Item 5.07 of this Current Report on Form 8-K, on April 18, 2024, at the Annual General Meeting of Shareholders (the “Annual Meeting”) of Amarin Corporation plc (the “Company”), the Company’s shareholders approved Amendment No. 3 to the Company’s 2020 Stock Incentive Plan, as amended (the “2020 Plan”) to increase the share reserve under the 2020 Plan by 10,000,000 ordinary shares or ADSs (as defined below), as the case may be (the “Shares”) and to increase the number of Shares that may be issued in the form of incentive stock options by 10,000,000 Shares (the “Plan Amendment No. 3”). The 2020 Plan was originally adopted by the Company’s board of directors on March 16, 2020 and approved by the Company’s shareholders at its 2020 annual general meeting.
The Company’s officers and directors are among the persons eligible to receive awards under the 2020 Plan in accordance with the terms and conditions thereunder. A detailed summary of the 2020 Plan and the Plan Amendment No. 3 is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2024 (the “Proxy Statement” under the caption “Proposal No. 6: Adoption of an Amendment to the Company’s 2020 Stock Incentive Plan,As Amended” which summary is incorporated herein by reference). That detailed summary of the 2020 Plan and the Plan Amendment No. 3, and the foregoing description of the Plan Amendment No. 3, are qualified in their entirety by reference to the full text of the 2020 Plan and the Plan Amendment No. 3, a copy of each of which is filed herewith as Exhibit 10.1 and 10.2, respectively, and which are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on April 18, 2024. The matters set forth below were voted on and approved by the Company’s shareholders at the Annual Meeting. There were approximately 421,174,494 ordinary shares entitled to vote at the Annual Meeting based on the February 20, 2024 record date, of which approximately 401,870,067 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) which, in turn, each represent one ordinary share. Of the ordinary shares entitled to vote, 255,152,802 shares, or approximately 61%, were present and voting in person or by proxy at the Annual Meeting. In accordance with the Company’s Articles of Association, the presence, in person or by proxy, of a quorum for the transaction of business at the Annual Meeting was constituted by at least two shareholders who held shares as of February 20, 2024.
The matters set forth below were voted on at the Annual Meeting. Detailed descriptions of these matters and voting procedures applicable to these matters at the Annual Meeting are contained in the Proxy Statement. All matters were approved in accordance with the Company’s Articles of Association. Set forth below are the voting results for each matter.
(1) An ordinary resolution to re-elect Mr. Patrick Holt as a director:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
136,073,314 |
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5,215,323 |
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2,477,170 |
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111,386,995 |
(2) An ordinary resolution to re-elect Mr. Louis Sterling III as a director:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
131,897,029 |
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9,379,465 |
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2,489,313 |
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111,386,995 |
(3) An ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
132,861,738 |
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8,367,933 |
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2,536,136 |
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111,386,995 |
(4) A non-binding advisory vote to approve the compensation of the Company’s named executive officers:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
111,449,588 |
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28,688,121 |
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3,628,098 |
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111,386,995 |
(5) An ordinary resolution to appoint Ernst & Young LLP as the Company’s U.S. independent registered public accounting firm for the fiscal year ending December 31, 2024 and U.K. statutory auditors under the Companies Act 2006 (to hold office until the conclusion of the next general meeting at which accounts are laid before the Company), and to authorize the Audit Committee to fix and determine the auditors’ remuneration:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
246,283,751 |
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6,678,260 |
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2,190,791 |
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- |
(6) An ordinary resolution to adopt and approve the proposed amendment to the Company’s 2020 Stock Incentive Plan:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
110,294,057 |
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25,315,132 |
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8,156,618 |
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111,386,995 |
(7) A special resolution to authorize and approve, subject to the confirmation of the High Court of Justice in England and Wales, the cancellation of the amount standing to the credit of the share premium account of the Company as at the date of the court hearing:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
135,942,337 |
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5,743,426 |
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2,080,044 |
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111,386,995 |
(8) An ordinary resolution to authorize and approve, in accordance with section 694 of the Companies Act 2006, the terms of the share repurchase agreement dated 9 January 2024 and made between the Company and Cantor Fitzgerald & Co.:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
139,181,600 |
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3,922,810 |
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661,397 |
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111,386,995 |
(9) A special resolution to authorize and approve the amended and restated articles of association of the Company which eliminate the classified structure of the board of directors and provide that all directors of the Company are required to retire and seek re-election on an annual basis at each future annual general meeting of the Company:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
133,418,475 |
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6,237,818 |
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4,109,514 |
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111,386,995 |
Item 8.01. Other Events.
On April 22, 2024, the Company issued a press release titled “Amarin Announces Results of Annual General Meeting of Shareholders.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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3.1 |
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10.1 |
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10.2 |
Amendment No. 3 to the Amarin Corporation plc 2020 Stock Incentive Plan
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99.1 |
Press Release, dated April 22, 2024
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 hereunto duly authorized.
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Date: April 22, 2024 |
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Amarin Corporation plc |
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By: |
/s/ Jonathan Provoost
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Jonathan Provoost |
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Executive Vice President, Chief Legal & Compliance Officer and Secretary |