Current Report Filing (8-k)
March 02 2023 - 08:46AM
Edgar (US Regulatory)
AMARIN CORP PLCUK 00-0000000 2 false
0000897448 0000897448 2023-02-28 2023-02-28
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): February 28,
2023
Amarin
Corporation plc
(Exact name of registrant as specified in its charter)
|
|
|
|
|
England and Wales |
|
0-21392 |
|
Not
applicable |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Iconic Offices, The Greenway, Block C Ardilaun Court
112-114 St Stephens Green, Dublin 2, Ireland
|
|
Not applicable |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s 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:
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol
|
|
Name of each exchange
on which registered
|
American Depositary Shares (ADS(s)), each ADS representing the
right to receive one (1) Ordinary Share of Amarin Corporation
plc |
|
AMRN |
|
NASDAQ Stock Market LLC |
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 5.02 |
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
|
The result of proposal 1 in Item 5.07 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.02.
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
On February 28, 2023, Amarin Corporation plc (the “Company”)
held a general meeting of the shareholders (the “General Meeting”).
The matters set forth below were voted on and approved by the
Company’s shareholders at the General Meeting. There were
405,209,963 ordinary shares entitled to vote at the General
Meeting, based on the January 23, 2023 record date, of which
384,708,057 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,
234,391,822 ordinary shares, or approximately 58%, were present and
voting in person or by proxy at the General Meeting. In accordance
with the Company’s Articles of Association and Nasdaq listing
rules, the presence, in person or by proxy, of a quorum for the
transaction of business at the General Meeting was constituted by
at least two shareholders who held at least one-third of the Company’s outstanding
shares of voting stock as of January 23, 2023.
Detailed descriptions of the matters below and voting procedures
applicable to these matters at the General Meeting are contained in
the Definitive Proxy Statement filed by the Company on
January 31, 2023. All matters were approved by a poll in
accordance with the Company’s Articles of Association. The final
results for the votes regarding each proposal are set forth
below.
(1) |
Ordinary resolution to remove Mr. Per Wold-Olsen from office
as a director of the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
171,526,362 |
|
60,624,561 |
|
2,240,899 |
|
N/A |
(2) |
Ordinary resolution to remove any director of the Company from
office who was appointed as a director after the Company’s receipt
of the general meeting requisition notice dated January 10,
2023, requiring the Company to convene the General Meeting, and
prior to the General Meeting, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
177,390,141 |
|
54,660,853 |
|
2,340,828 |
|
N/A |
(3) |
Ordinary resolution to elect Ms. Patrice Bonfiglio as a
director of the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
171,412,940 |
|
60,701,613 |
|
2,277,269 |
|
N/A |
(4) |
Ordinary resolution to elect Mr. Paul Cohen as a director of
the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
175,917,970 |
|
56,271,875 |
|
2,201,977 |
|
N/A |
(5) |
Ordinary resolution to elect Mr. Mark DiPaolo as a director of
the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
179,044,306 |
|
53,980,541 |
|
1,366,975 |
|
N/A |
(6) |
Ordinary resolution to elect Mr. Keith L. Horn as a
director of the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
173,781,659 |
|
57,951,894 |
|
2,658,269 |
|
N/A |
(7) |
Ordinary resolution to elect Mr. Odysseas Kostas as a director
of the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
178,198,940 |
|
54,679,671 |
|
1,513,211 |
|
N/A |
(8) |
Ordinary resolution to elect Mr. Louis Sterling III as a
director of the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
169,987,445 |
|
61,849,117 |
|
2,555,260 |
|
N/A |
(9) |
Ordinary resolution to elect Ms. Diane E. Sullivan as a
director of the Company, with immediate effect:
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
175,984,478 |
|
50,127,612 |
|
8,279,732 |
|
N/A |
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.
|
|
|
|
|
|
|
Date: March 2, 2023 |
|
|
|
Amarin Corporation plc |
|
|
|
|
|
|
|
|
By: |
|
/s/ Karim Mikhail
|
|
|
|
|
|
|
Karim
Mikhail |
|
|
|
|
|
|
President and Chief Executive
Officer |
Amarin (NASDAQ:AMRN)
Historical Stock Chart
From May 2023 to Jun 2023
Amarin (NASDAQ:AMRN)
Historical Stock Chart
From Jun 2022 to Jun 2023