| Item 5.02 |
Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 of this Current Report on Form 8-K, on July 21, 2023, at the Annual General Meeting of Shareholders (the “Annual Meeting”) of Amarin Corporation plc (the “Company”), the Company’s shareholders approved Amendment No. 2 to the Company’s 2020 Stock Incentive Plan, as amended (the “2020 Plan”) to increase the share reserve under the 2020 Plan by 20,000,000 ordinary shares or ADSs (as defined below), as the case may be (the “Shares”) and to increase the number of Shares that may be issued in the form of incentive stock options by 20,000,000 Shares (the “Plan Amendment No. 2”). The 2020 Plan was originally adopted by the Company’s board of directors on March 16, 2020 and approved by the Company’s shareholders at its 2020 annual general meeting.
The Company’s officers and directors are among the persons eligible to receive awards under the 2020 Plan in accordance with the terms and conditions thereunder. A detailed summary of the 2020 Plan and the Plan Amendment No. 2 is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2023 (as supplemented on June 8, 2023, and June 26, 2023, the “Proxy Statement” under the caption “Proposal No. 7: Adoption of an Amendment to the Company’s 2020 Stock Incentive Plan,” which summary is incorporated herein by reference). That detailed summary of the 2020 Plan and the Plan Amendment No. 2, and the foregoing description of the Plan Amendment No. 2, are qualified in their entirety by reference to the full text of the 2020 Plan and the Plan Amendment No. 2, a copy of each of which is filed herewith as Exhibit 10.1 and 10.2, respectively, and which are incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On July 21, 2023, the Company reconvened its Annual Meeting, which was initially convened on June 21, 2023, and adjourned without any business being conducted, other than the adjournment, in order to solicit additional votes to seek to meet the minimum quorum requirements of the Nasdaq Stock Market. In accordance with the laws of England and Wales and the Company’s Articles of Association, a quorum for the transaction of business at the Annual Meeting was constituted by the presence, in person or by proxy, of at least two shareholders entitled to vote at the Annual Meeting and, consistent with Nasdaq listing rules, those two shareholders represented at least one-third of outstanding shares of voting stock as of May 8, 2023.
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 Proxy Statement. All matters were approved in accordance with the Company’s Articles of Association. Set forth below are the voting results for each matter.
| (1) |
Ordinary resolution to re-elect Mr. Oliver O’Connor as a director: |
|
|
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non- Votes |
| 145,157,662 |
|
9,299,349 |
|
2,577,080 |
|
111,389,340 |
| (2) |
Ordinary resolution to re-elect Mr. Mark DiPaolo as a director: |
|
|
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non- Votes |
| 145,136,407 |
|
9,263,860 |
|
2,633,824 |
|
111,389,340 |
| (3) |
Ordinary resolution to re-elect Dr. Odysseas Kostas as a director: |
|
|
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non- Votes |
| 145,603,562 |
|
9,058,131 |
|
2,372,398 |
|
111,389,340 |