Current Report Filing (8-k)
May 23 2019 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 20, 2019
Amarin Corporation plc
(Exact name of registrant as specified in its charter)
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England and Wales
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0-21392
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Not applicable
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2 Pembroke House, Upper Pembroke Street
28-32,
Dublin 2, Ireland
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Not applicable
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: +353 1 6699 020
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc
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AMRN
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NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
☐ 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 5.07 Submission of Matters to a Vote of Security Holders.
Amarin Corporation plc (the Company) held its annual shareholders meeting (the Annual Meeting) on May 20, 2019. There were
approximately 330,640,297 ordinary shares entitled to vote at the Annual Meeting based on the April 11, 2019 record date, of which approximately 330,433,208 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, 279,940,990 shares, or approximately 84.67%, were present and
voting in person or by proxy at the Annual Meeting. Shareholders approved each of the proposed resolutions with more than 80% of the votes cast in favor. In accordance with the Companys Articles of Association, the presence, in person or by
proxy, of at least two shareholders who held shares as of April 11, 2019 would constitute a quorum for the transaction of business at the Annual Meeting.
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 Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2019. All matters were approved by a show of hands in accordance with the
Companys Articles of Association. Set forth below are the total number of shares voted for and against each matter, as well as the total number of abstentions and broker
non-votes
with respect to each
matter. Abstentions and broker
non-votes
had no effect on the vote outcome.
(1)
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Ordinary resolution to
re-elect
Mr. Jan van Heek as a director:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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146,839,863
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2,465,574
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773,331
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129,862,222
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(2)
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Ordinary resolution to
re-elect
Ms. Kristine Peterson as a
director:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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145,271,468
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4,039,591
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767,709
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129,862,222
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The terms of the following directors continued after the meeting: Mr. John Thero, Dr. Lars Ekman, Mr. Patrick
OSullivan, Mr. David Stack and Mr. Joseph Zakrzewski.
(3)
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A
non-binding
advisory vote to approve the compensation of the
Companys named executive officers:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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144,113,780
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4,736,602
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1,228,386
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129,862,222
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(4)
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An ordinary resolution to appoint Ernst & Young LLP as the Companys U.S. independent registered
public accounting firm for 2019 and U.K. statutory auditors under Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company), and to authorize the Audit Committee to fix
and determine the auditors remuneration:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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274,449,309
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3,591,191
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1,900,490
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0
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(5)
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An ordinary resolution approving the renewal of the power of the directors to allot shares:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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120,021,947
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28,646,364
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1,410,457
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129,862,222
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(6)
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A special resolution approving of the renewed disapplication of
pre-emptive
rights to holders of ordinary shares:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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119,687,119
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28,619,680
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1,771,969
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129,862,222
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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: May 23, 2019
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Amarin Corporation plc
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By:
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/s/ John Thero
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John Thero
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President and Chief Executive Officer
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