Amarin Corporation plc
AMARIN CORP PLC\UK (Form: 8-K, Received: 03/27/2017 16:18:32)












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 23 , 2017



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)
File Number)
  (I.R.S. Employer
Identification No.)


2 Pembroke House, Upper Pembroke Street 28-32, 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))




Item 5.08. Shareholder Director Nominations.

The Board of Directors (the “Board”) of Amarin Corporation plc (the “Company”) has established May 15, 2017 as the date of the Company’s 2017 annual general meeting of shareholders (the “2017 Annual Meeting”). The Board also has established the close of business on April 20, 2017 as the record date for determining shareholders entitled to receive notice of and to vote at the 2017 Annual Meeting. The Company currently intends to make its proxy materials available to shareholders beginning on or about April 21, 2017.

Because the 2017 Annual Meeting date has advanced by more than 30 days from the anniversary date of the Company’s 2016 annual general meeting of shareholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing shareholders of such change.

The Company is registered in England & Wales and therefore subject to the United Kingdom Companies Act 2006 (the “Companies Act”), which, together with the Articles of Association of the Company (the “Articles”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), governs the processes for shareholder proposals at the 2017 Annual Meeting. Under the Companies Act, in order for a shareholder proposal to be presented at an Annual General Meeting, such proposal must have been requisitioned either by shareholders representing 5% of the voting rights of all members having a right to vote on such proposal at the Annual General Meeting or by at least 100 shareholders who have a right to vote on such proposal at the relevant Annual General Meeting and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100. Such proposal must have been signed or otherwise authenticated by all requisitionists and submitted to the Company not later than (1) six weeks before the Annual General Meeting to which the requests relate, or (2) if later, the time at which notice of that meeting is given by the Company. Pursuant to Rule 14a-8 under the Exchange Act, shareholder proposals intended to be included in the 2017 Annual General Meeting proxy materials must be received by the Secretary of the Company no later than the close of business on April 7, 2017. Proposals received after this date will not be included in the Company’s proxy materials for the 2017 Annual General Meeting.

Additionally, shareholders who intend to nominate a director to be elected at the 2017 Annual General Meeting must provide the Secretary of the Company with written notice of such nomination between 7 and 42 days prior to the date of such meeting, together with written notice signed by the director nominee regarding his or her willingness to be elected. Any shareholder seeking to recommend a director candidate or any director candidate who wishes to be considered by the Company’s Nominating and Corporate Governance Committee, the committee that recommends a slate of nominees to the Board for election at each annual general meeting, must also provide the Secretary of the Company with the following information between 7 and 42 days prior to the date of such meeting: the name and address of the shareholder seeking to recommend a director candidate; a representation that the shareholder is a record holder of the Company’s securities (or, if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act); the name, age, business and residential address, educational background, current principal occupation or employment for the preceding five full fiscal years of the proposed director candidate; a description of the qualifications and background of the proposed director candidate, which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time; a description of all arrangements or understandings between the shareholder and the proposed director candidate; the consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual general meeting and to serve as a director if elected at such annual general meeting; and any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to SEC rules, if then required. Director candidates who are then approved by the Board will be included in the Company’s proxy statement for the 2017 Annual Meeting if such information is provided to the Secretary of the Company no later than the close of business on April 7, 2017.

*    *    *


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 27, 2017     Amarin Corporation plc

/s/ John Thero

      John Thero
      President and Chief Executive Officer