UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
The result of proposal 1 in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 28, 2023, Amarin Corporation plc (the “Company”) held a general meeting of the shareholders (the “General Meeting”). The matters set forth below were voted on and approved by the Company’s shareholders at the General Meeting. There were 405,209,963 ordinary shares entitled to vote at the General Meeting, based on the January 23, 2023 record date, of which 384,708,057 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, 234,391,822 ordinary shares, or approximately 58%, were present and voting in person or by proxy at the General Meeting. In accordance with the Company’s Articles of Association and Nasdaq listing rules, the presence, in person or by proxy, of a quorum for the transaction of business at the General Meeting was constituted by at least two shareholders who held at least one-third of the Company’s outstanding shares of voting stock as of January 23, 2023.
Detailed descriptions of the matters below and voting procedures applicable to these matters at the General Meeting are contained in the Definitive Proxy Statement filed by the Company on January 31, 2023. All matters were approved by a poll in accordance with the Company’s Articles of Association. The final results for the votes regarding each proposal are set forth below.
| (1) | Ordinary resolution to remove Mr. Per Wold-Olsen from office as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 171,526,362 | 60,624,561 | 2,240,899 | N/A |
| (2) | Ordinary resolution to remove any director of the Company from office who was appointed as a director after the Company’s receipt of the general meeting requisition notice dated January 10, 2023, requiring the Company to convene the General Meeting, and prior to the General Meeting, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 177,390,141 | 54,660,853 | 2,340,828 | N/A |
| (3) | Ordinary resolution to elect Ms. Patrice Bonfiglio as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 171,412,940 | 60,701,613 | 2,277,269 | N/A |
| (4) | Ordinary resolution to elect Mr. Paul Cohen as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 175,917,970 | 56,271,875 | 2,201,977 | N/A |
| (5) | Ordinary resolution to elect Mr. Mark DiPaolo as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 179,044,306 | 53,980,541 | 1,366,975 | N/A |
| (6) | Ordinary resolution to elect Mr. Keith L. Horn as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 173,781,659 | 57,951,894 | 2,658,269 | N/A |
| (7) | Ordinary resolution to elect Mr. Odysseas Kostas as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 178,198,940 | 54,679,671 | 1,513,211 | N/A |
| (8) | Ordinary resolution to elect Mr. Louis Sterling III as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 169,987,445 | 61,849,117 | 2,555,260 | N/A |
| (9) | Ordinary resolution to elect Ms. Diane E. Sullivan as a director of the Company, with immediate effect: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 175,984,478 | 50,127,612 | 8,279,732 | N/A |
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.
| Date: March 2, 2023 | Amarin Corporation plc | |||||
| By: | /s/ Karim Mikhail | |||||
| Karim Mikhail | ||||||
| President and Chief Executive Officer | ||||||