| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On October 20, 2022, the Board of Directors (the “Board”) of
Amarin Corporation plc (the “Company”), as part of the ongoing
Board refreshment process, appointed Adam Berger and Geraldine
Murphy to the Board to a term commencing on such date. In
accordance with the Company’s articles of association,
Mr. Berger and Ms. Murphy will serve until the Company’s
2023 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 has not determined which, if any, committee
or committees of the Board Mr. Berger and Ms. Murphy will
join.
Mr. Berger and Ms. Murphy 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 on May 2, 2022. The Company expects to
enter into a deed of indemnity with each of Mr. Berger and
Ms. Murphy, in substantially the same form entered into with
the other directors of the Company.
There are no other arrangements or understandings between
Mr. Berger and Ms. Murphy and any other person pursuant
to which Mr. Berger and Ms. Murphy was selected as a
director. Neither Mr. Berger and Ms. Murphy is a party to
any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
In addition, on October 20, 2022, the Company announced that
Lars Ekman and Patrick J. O’Sullivan will retire from the Board,
effective as of December 31, 2022. Neither decision to retire
is due to any disagreement with the Company.
| Item 7.01 |
Regulation FD Disclosure.
|
On October 20, 2022, the Company issued a press release
announcing changes to the composition of the Board. 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 “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
such filing.