UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Not applicable | ||||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: +
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Patrick Holt as President and Chief Executive Officer and member of the Board of Directors
As previously disclosed, on July 18, 2023, Amarin Corporation plc (“Amarin” or the “Company”) announced that Patrick Holt was appointed to the role of President and Chief Executive Officer (and principal executive officer) of Amarin, effective July 18, 2023 (the “CEO Start Date”). In addition, Mr. Holt was also appointed as a member of the Amarin board of directors (the “Board”), effective as of the CEO Start Date.
In connection with his appointment as President and Chief Executive Officer, Mr. Holt entered into an employment agreement with Amarin, dated July 18, 2023 (the “CEO Employment Agreement”), which provides that, effective as of the CEO Start Date, Mr. Holt’s annual base salary will be $675,000 and he will have the potential to earn cash incentive compensation as determined in the sole discretion of the Board or the Remuneration Committee of the Board. In connection with his appointment, Mr. Holt will be granted a performance-based stock option to purchase 5,000,000 shares (the “Option Award”) pursuant to the Amarin Corporation plc 2020 Stock Incentive Plan, as amended (the “Plan”) and the form of Option Award agreement attached to the CEO Employment Agreement (the “Option Award Agreement”). The Option Award is earned based upon the achievement of share price hurdles ranging from $2.50 to $15.00 and the earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. For each share price hurdle to be achieved, the volume weighted average price of the shares over a 60 calendar-day period must equal or exceed the applicable share price hurdle. The Option Award will have an exercise price equal to the closing price of Amarin’s American Depository Shares on the NASDAQ Capital Market on the date of grant, which is expected to be August 1, 2023, the first trading day in August. The Option Award is subject to acceleration and a clawback in certain circumstances in accordance with the terms of the Option Award Agreement. Pursuant to the CEO Employment Agreement, Mr. Holt has also agreed to purchase $300,000 worth of Amarin shares using his personal funds.
The CEO Employment Agreement provides that, if Mr. Holt’s employment is terminated by the Company without cause or if Mr. Holt resigns for good reason, in either case outside of the Change in Control Period (as defined below), Mr. Holt will be eligible to receive the following severance benefits, subject to his execution and the effectiveness of a separation agreement, including, among other things, a general release of claims in favor of the Company (the “Separation Agreement”): (i) an amount equal to 18 months of his base salary and 1.5 times his target annual bonus, to be paid in equal installments over the course of 18 months following the date of termination, and (ii) subject to Mr. Holt’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premiums equal to the amount that the Company would have paid to provide health insurance to Mr. Holt had he remained employed until the earliest of (A) 18 months following termination, (B) Mr. Holt’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Holt’s COBRA health continuation period (the “COBRA Coverage”). The CEO Employment Agreement also provides that if Mr. Holt’s employment is terminated by the Company without cause or Mr. Holt resigns for good reason in either case within the 24-month period following a change in control (the “Change in Control Period”), Mr. Holt will be eligible to receive the following severance benefits, subject to his execution and the effectiveness of a Separation Agreement: (i) an amount equal to two times his base salary and two times his target annual bonus, to be paid in a lump sum, and (ii) the COBRA Coverage.
Mr. Holt will enter into a deed of indemnity with Amarin on the same form as Amarin’s other executive officers.
There are no other arrangements or understandings between Mr. Holt and any other person pursuant to which Mr. Holt was appointed to the positions described in this Current Report on Form 8-K, and Mr. Holt is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. Please see the Current Report on Form 8-K filed by Amarin on July 18, 2023 for Mr. Holt’s biographical information, which biography is incorporated herein by reference. The foregoing summary of the CEO Employment Agreement and the Option Award does not purport to be complete and is qualified in its entirety by reference to the CEO Employment Agreement and the Option Award Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated by herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 |
CEO Employment Agreement, dated July 18, 2023 by and between Amarin Corporation plc and Patrick Holt | |
| 10.2 | Option Award Agreement (attached to Exhibit 10.1)* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
* Certain confidential portions (indicated by brackets and asterisks) have been omitted from this Exhibit.
* * *
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: July 20, 2023 | Amarin Corporation plc | |||||
| By: | /s/ Tom Reilly | |||||
| Tom Reilly | ||||||
| Chief Financial Officer | ||||||