On August 3, 2022, Sarissa requested a call with the Company
to discuss the Company’s earnings from the second quarter. An
approximately thirty-minute call was held later on the same day.
The Sarissa team then requested an additional thirty-minute call to
discuss the remainder of their questions regarding the Company’s
earnings from the second quarter. Another follow-up call was held on
August 9, 2022
During August 2022, members of the NCG Committee interviewed each
of the Sarissa Candidates.
On August 30, 2022, the NCG Committee recommended to the Board
that each of the three Sarissa Candidates be interviewed by the
remaining five members of the Board.
On October 11, 2022, Sarissa issued a press release indicating
that it had commenced the process to requisition a general meeting
of the Company to remove and replace certain directors. On the same
day, Sarissa filed a Schedule 13D amendment reporting the
commencement of the shareholder-requisitioned general meeting
process and a 5.95% ownership position in Amarin.
On October 11, 2022, the Company issued a press release
indicating that the Company has engaged with Sarissa in good faith
and evaluated all potential board candidates with a defined and
tailored list of necessary skillsets and that the Board’s
consideration of these candidates, including the Sarissa
Candidates, was in final stages. The press release also noted that
the Company’s ongoing Board refreshment process, with the
assistance of a renowned search firm, had already resulted in the
appointment of three independent directors in the past year which
added extensive and applicable experience and expertise to the
On October 20, 2022, the Company appointed Adam Berger and
Geraldine Murphy to the Board to serve until the Company’s 2023
annual general meeting of shareholders. The Company also announced
that directors Lars Ekman and Patrick O’Sullivan would retire from
the Board, effective as of December 31, 2022.
Also on October 20, 2022, the chairman of the Board, Per
Wold-Olsen, when unable to connect with Mr. DiPaolo by phone,
emailed Mr. DiPaolo to inform him that the Board had decided
not to proceed with his candidacy as a director of the Company.
On October 27, 2022, Mr. Wold-Olsen met with
On January 5, 2023, the Company filed an amended Form
8-K in which it announced
that, in connection with the retirement of Lars Ekman and Patrick
J. O’Sullivan, on January 5, 2023, the Board appointed Adam
Berger and Geraldine Murphy to the NCG Committee, designating
Mr. Berger as Chair, effective immediately.
On January 10, 2023, the Company filed a Form 8-K announcing that, on January 9,
2023, the Board appointed Murray Stewart, DM, FRCP to the Board in
connection with its ongoing refreshment process.
On January 10, 2023, Sarissa delivered the Requisition Notice
to the Company, which indicated three separate proposals to be put
forth as ordinary resolutions. The proposals provided that
(i) Per Wold-Olsen be removed from office as a director of the
Company, (ii) in the event any director is appointed after the
Company’s receipt of the general meeting requisition notice dated
January 10, 2023, each such director be removed from office as
a director of the Company with immediate effect, and
(iii) Mr. Kostas, Mr. DiPaolo, Ms. Bonfiglio,
Paul Cohen, Keith L. Horn, Louis Sterling III and Diane E. Sullivan
each be appointed as a director of the Company with immediate
effect. Simultaneous with the delivery of the Requisition Notice to
the Company, Sarissa also delivered to the Company a request for a
copy for a register of the Company’s members (the “Register
On January 11, 2023, Sarissa filed an amended Schedule 13D in
which it disclosed an ownership position of approximately 6.24% in
Amarin as well as its delivery of the Requisition Notice to the
On January 16, 2023, on behalf of Amarin, representatives of
Ropes & Gray LLP, as counsel to Amarin, delivered a
response letter to Sarissa to clarify certain points with respect
to the Requisition Notice and the Register Request.