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8-K

 

 

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): May 20, 2019

 

 

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.)

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))

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 5.07 Submission of Matters to a Vote of Security Holders.

Amarin Corporation plc (the “Company”) held its annual shareholders meeting (the “Annual Meeting”) on May 20, 2019. There were approximately 330,640,297 ordinary shares entitled to vote at the Annual Meeting based on the April 11, 2019 record date, of which approximately 330,433,208 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, 279,940,990 shares, or approximately 84.67%, were present and voting in person or by proxy at the Annual Meeting. Shareholders approved each of the proposed resolutions with more than 80% of the votes cast in favor. In accordance with the Company’s Articles of Association, the presence, in person or by proxy, of at least two shareholders who held shares as of April 11, 2019 would constitute a quorum for the transaction of business at the Annual Meeting.

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 Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2019. All matters were approved by a show of hands in accordance with the Company’s Articles of Association. Set forth below are the total number of shares voted for and against each matter, as well as the total number of abstentions and broker non-votes with respect to each matter. Abstentions and broker non-votes had no effect on the vote outcome.

 

(1)

Ordinary resolution to re-elect Mr. Jan van Heek as a director:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

146,839,863   2,465,574   773,331   129,862,222

 

(2)

Ordinary resolution to re-elect Ms. Kristine Peterson as a director:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

145,271,468   4,039,591   767,709   129,862,222

The terms of the following directors continued after the meeting: Mr. John Thero, Dr. Lars Ekman, Mr. Patrick O’Sullivan, Mr. David Stack and Mr. Joseph Zakrzewski.

 

(3)

A non-binding advisory vote to approve the compensation of the Company’s named executive officers:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

144,113,780   4,736,602   1,228,386   129,862,222

 

(4)

An ordinary resolution to appoint Ernst & Young LLP as the Company’s U.S. independent registered public accounting firm for 2019 and U.K. statutory auditors under Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company), and to authorize the Audit Committee to fix and determine the auditors’ remuneration:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

274,449,309   3,591,191   1,900,490   0

 

(5)

An ordinary resolution approving the renewal of the power of the directors to allot shares:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

120,021,947   28,646,364   1,410,457   129,862,222


(6)

A special resolution approving of the renewed disapplication of pre-emptive rights to holders of ordinary shares:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

119,687,119   28,619,680   1,771,969   129,862,222

*    *     *


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: May 23, 2019     Amarin Corporation plc
    By:   /s/ John Thero
      John Thero
      President and Chief Executive Officer