Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
On May 16, 2022, the Board of Directors (the “Board”) of Amarin
Corporation plc (the “Company”), as part of the Board’s ongoing
refreshment initiatives, appointed Erin Enright and Alfonso Zulueta
to the Board. In accordance with the Company’s articles of
association, Ms. Enright and Mr. Zulueta will serve until the
Company’s 2022 annual general meeting of shareholders, when each
will be a nominee for election to the Board by a vote of the
Company’s shareholders. The Board also appointed Ms. Enright as a
member, and chairperson, of the audit committee of the Board. The
Board has not determined which, if any, committee or committees of
the Board Mr. Zulueta will join.
Ms. Enright and Mr. Zulueta will each receive equity awards in
connection with their initial appointments, annual equity awards
for so long as they remain on the Board, and annual fees for their
services on the Board and any applicable committees, in each case,
in accordance with the Company’s non-employee director compensation
policy, the material terms of which policy are disclosed under
“Item 11. Executive Compensation—Director Compensation—Non-Employee Director
Compensation” of Amendment No. 1 on Form 10-K/A to the Company’s
Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, filed with the U.S. Securities and
Exchange Commission. The Company expects to enter into a deed of
indemnity with each of Ms. Enright and Mr. Zulueta, in
substantially the same form entered into with the other directors
of the Company.
There are no other arrangements or understandings between Ms.
Enright or Mr. Zulueta and any other person pursuant to which Ms.
Enright or Mr. Zulueta was selected as a director. Neither Ms.
Enright nor Mr. Zulueta is a party to any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 16, 2022, the Board also appointed Per Wold-Olsen, a member
of the Board whose appointment was disclosed in a Current Report on
Form 8-K filed with the
U.S. Securities and Exchange Commission on January 10, 2022, as
chairperson of the Board, succeeding Lars G. Ekman, M.D., Ph.D.,
and as a member, and chairperson, of the remuneration committee of
the Board. Dr. Ekman will continue to serve on the Board.
In addition, on May 19, 2022, the Company announced that Joseph
Zakrzewski and David Stack will retire from the Board, effective at
the close of the Company’s 2022 annual general meeting of
shareholders, which is currently expected to be held in late June.
Neither decision to retire is due to any disagreement with the
Regulation FD Disclosure.
On May 19, 2022, the Company issued a press release announcing the
Board refreshment initiatives described above. A copy of the press
release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
The information set forth in this
Item 7.01 and in the press release attached as Exhibit 99.1 hereto
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in