UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 June 14, 2021. At the Annual Meeting, there were approximately 394,771,523 ordinary shares entitled to vote at the Annual Meeting based on the April 26, 2021 record date, of which approximately 394,574,581 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, 257,283,287 shares, or approximately 65%, were present and voting in person or by proxy at the Annual Meeting. In accordance with the Company’s Articles of Association, the presence, in person or by proxy, of a quorum for the transaction of business at the Annual Meeting was constituted by at least two shareholders who held shares as of April 26, 2021.
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 for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”). 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, as applicable, with respect to each matter. Abstentions and broker non-votes had no effect on the vote outcome.
| (1) | Ordinary resolution to re-elect Mr. Patrick J. O’Sullivan as a director: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 108,968,784 |
28,642,154 | 5,318,273 | 114,354,076 |
| (2) | Ordinary resolution to re-elect Mr. David Stack as a director: |
| Votes For | Votes Against |
Abstentions |
Broker Non- Votes | |||
| 108,270,448 |
29,384,593 | 5,274,170 | 114,354,076 |
The terms of the following directors continued after the meeting: Mr. John Thero, Mr. Jan Ven Heek, Dr. Lars G. Ekman, Ms. Kristine Peterson and Mr. Joseph S. Zakrzewski. As previously announced, Mr. Thero plans to retire as our President and Chief Executive Officer and from his role as a director, effective August 1, 2021.
| (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 | |||
| 102,483,113 | 38,858,776 | 1,587,322 | 114,354,076 |
| (4) | An ordinary resolution to appoint Ernst & Young LLP as the Company’s U.S. independent registered public accounting firm for 2021 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 | |||
| 241,926,707 |
12,723,524 | 2,633,056 | 0 |
* * *
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: June 15, 2021 | Amarin Corporation plc | |||||
| By: | /s/ John Thero | |||||
| John Thero | ||||||
| President and Chief Executive Officer | ||||||