Sarissa Capital Condemns Amarin Board for Frontrunning Results of Proxy Contest With Egregious Equity Grants to Executives
February 27 2023 - 07:15AM
Business Wire
Sarissa believes Amarin board acted in bad
faith by making these equity grants while refusing to disclose
proxy contest results and will hold each director personally
accountable
Sarissa urges Amarin CEO Karim Mikhail to
repudiate his undeserved equity grants and re-issue them to hard
working Amarin employees
Sarissa Capital Management LP (“Sarissa”) today issued the
following statement regarding Amarin Corporation plc (NASDAQ:
AMRN):
Sarissa is appalled at this latest act of betrayal of the
shareholders by the Amarin board. Sarissa has been urging the
Amarin board to release the results of the proxy contest for
several days. The board, however, has steadfastly refused, leaving
Amarin shareholders to twist in the wind. Now we know why the board
has opted to sit on this powder keg of information. Late last week
in the stealth of night and right before the General Meeting, the
Amarin board disclosed egregious equity grants to executives
representing more than 3.6 million shares. CEO Karim Mikhail was
given 70% more in equity grants than last year despite the
horrendous performance of the company under his leadership. If that
is not enough, apparently these grants vest solely based on the
passage of time with absolutely no performance criteria.
It is important to note that the board did not make these grants
consistent with last year’s timing but instead made them several
weeks later than usual and with no disclosure of any kind in its
proxy materials. In so doing, the board ensured that it would not
have to disclose this betrayal of shareholders until after the
voting deadline in this proxy contest had passed.
By making these equity grants in this manner, we believe the
board acted in bad faith and engaged in numerous breaches of its
fiduciary duties and violations of law. How can a properly
functioning board that is abiding by its duties make these grants
right before a contested election that could dramatically alter the
composition of the board, after the voting deadline has passed, and
with no prior disclosure? Bear in mind that at last year’s annual
meeting more than a majority of the outstanding stock either
abstained or voted against “Say on Pay,” yet this board determines
to change the timing of and significantly increase the quantum of
executive equity grants. We believe the answer is simple — this
board is violating its fiduciary duties and applicable law.
Accordingly, we intend to hold each director personally liable to
the fullest extent permissible under applicable law.
Karim, last week you sent a self-serving letter to employees in
which you thanked all employees for their hard work. Now is the
perfect time for you to put your money where your mouth is. Prior
equity grants to these employees have been significantly impaired
by the incompetence of the Amarin board. If you really care about
Amarin employees, then re-issue to these hard-working employees the
equity that you clearly do not deserve.
This latest act by the Amarin board is a new low which is saying
something given the shameful behavior undertaken by this board to
date. We believe now more than ever that Amarin will never see its
true potential without major change. Sarissa will work tirelessly
to hold bad actors on the Amarin board accountable and to overhaul
the board for the benefit of shareholders.
Additional Information
Sarissa Capital Management LP (“Sarissa Capital”), together with
other participants, filed a definitive proxy statement and an
accompanying blue proxy card with the SEC on January 31, 2023, in
connection with the solicitation of shareholders of Amarin
Corporation plc (the “Company”) at the general meeting of the
Company for the election of Sarissa Capital’s slate of
highly-qualified nominees (the “General Meeting”). Shareholders are
advised to read the definitive proxy statement and other relevant
documents related to the General Meeting as they contain important
information.
The definitive proxy statement and other relevant documents are
available at no charge on the SEC’s website at www.sec.gov and at
www.freeamarin.com. The definitive proxy statement and other
relevant documents are also available at no charge by directing a
request to Sarissa Capital’s proxy solicitor, D.F. King & Co.,
Inc., 48 Wall Street, New York, New York 10005 (Shareholders can
call toll-free: (800) 331-7024).
#FreeAmarin
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Dayna Packes Sarissa Capital Management LP
info@sarissacap.com
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