UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 9, 2023, the Board of Directors (the “Board”) of Amarin Corporation plc (the “Company”), as part of the ongoing Board refreshment process, appointed Murray Stewart, DM, FRCP, to the Board to a term commencing immediately. In accordance with the Company’s articles of association, Dr. Stewart will serve until the Company’s 2023 annual general meeting of shareholders, when he will be a nominee for election to the Board by a vote of the Company’s shareholders. The Board has not determined which, if any, committee or committees of the Board Dr. Stewart will join.
Dr. Stewart will receive equity awards in connection with his initial appointment, annual equity awards for so long as he remains on the Board, and annual fees for his service on the Board and any applicable committees, in accordance with the Company’s non-employee director compensation policy, the material terms of which policy are disclosed under “Item 11. Executive Compensation—Director Compensation—Non-Employee Director Compensation” of Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission on May 2, 2022. The Company expects to enter into a deed of indemnity with Dr. Stewart, in substantially the same form entered into with the other directors of the Company.
There are no other arrangements or understandings between Dr. Stewart and any other person pursuant to which Dr. Stewart was selected as a director. Dr. Stewart is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On January 10, 2023, the Company issued a press release announcing a change to the composition of the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information set forth in this Item 7.01 and in the press release furnished as Exhibit 99.1 herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 10, 2023 (furnished herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: January 10, 2023 | Amarin Corporation plc | |||||
| By: | /s/ Karim Mikhail | |||||
| Karim Mikhail | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Amarin Board of Directors Announces Appointment of Murray W. Stewart, DM FRCP.
— Dr. Stewart Brings More Than 30 Years of Cardiometabolic Academic and Industry Experience to Amarin’s Board —
— Ongoing Board Refreshment Program Has Led to Approximately 75% New Independent Directors Named to the Board Over the Last 12 Months —
DUBLIN, Ireland and BRIDGEWATER, N.J., January 10, 2023 – Amarin Corporation plc (NASDAQ:AMRN) today announced that Murray W. Stewart, D.M., F.R.C.P., has been appointed to the Company’s Board of Directors. Following the appointment of Dr. Stewart, the Amarin Board will be made up of approximately 75 percent of new independent directors who were named to the Board over the last 12 months.
“As we focus on launching in Europe and diversifying our product portfolio, adding Dr. Stewart to our Board brings exceptional expertise in cardiometabolic research and clinical development,” said Per Wold-Olsen, Chairman of the Board of Directors, Amarin. “Dr. Stewart’s global and cardiovascular disease experience and expertise will help support our efforts as we advance both our European and International strategy as a Company, and we are thrilled to have him join our Board of Directors.”
Dr. Stewart is a physician by training and brings more than 30 years of cardiometabolic academic and industry experience to the Amarin Board of Directors. As a Consultant Physician with the National Health Service (NHS) in the United Kingdom (UK), Dr. Stewart led clinical teams in diabetes and general medicine. During his 18-year tenure at GlaxoSmithKline (GSK), Dr. Stewart held multiple roles, including Chief Medical Officer, Clinical Head of the Biopharma Unit and Therapy Area Head for Metabolic and Cardiovascular diseases. Recently, Dr. Stewart was Chief Medical Officer at Rhythm Pharmaceuticals where he was responsible for the development of new medicines and transforming the care for patients with rare genetic diseases of Obesity. Dr. Stewart holds a Bachelor of Medicine and a Doctor of Medicine from Southampton Medical School in the UK and is a Fellow of the Royal College of Physicians.
As part of the Company’s focus on stronger corporate governance, Amarin has named six new members to the Company’s board of directors over the last 12 months, including Dr. Murray Stewart. The Board replenishment process has sought to address the changing needs of the company as its strategy focuses on becoming a global, diversified, cardiometabolic player, including expertise in financial governance, international commercialization, global clinical development and other areas to support the Company’s strategy.
About Amarin
Amarin is an innovative pharmaceutical company leading a new paradigm in cardiovascular disease management. From our foundation in scientific research to our focus on clinical trials, and now our commercial expansion, we are evolving and growing rapidly. Amarin has offices in Bridgewater, New Jersey in the United States, Dublin in Ireland, Zug in Switzerland, and other countries in Europe as well as commercial partners and suppliers around the world. We are committed to increasing the scientific understanding of the cardiovascular risk that persists beyond traditional therapies and advancing the treatment of that risk.
Forward-Looking Statements
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including beliefs about Amarin’s replenishment process for its Board of Directors; Amarin’s focus on becoming a global, diversified, cardiometabolic player; and the overall potential and future success of VASCEPA/VAZKEPA and Amarin generally. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. A further list and description of these risks, uncertainties and other risks associated with an investment in Amarin can be found in Amarin’s filings with the U.S. Securities and Exchange Commission, including Amarin’s annual report on Form 10-K for the full year ended 2021. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Amarin undertakes no obligation to update or revise the information contained in its forward-looking statements, whether as a result of new information, future events or circumstances or otherwise. Amarin’s forward-looking statements do not reflect the potential impact of significant transactions the company may enter into, such as mergers, acquisitions, dispositions, joint ventures or any material agreements that Amarin may enter into, amend or terminate.
Availability of Other Information About Amarin
Amarin communicates with its investors and the public using the company website (www.amarincorp.com) and the investor relations website (investor.amarincorp.com), including but not limited to investor presentations and FAQs, Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that Amarin posts on these channels and websites could be deemed to be material information. As a result, Amarin encourages investors, the media and others interested in Amarin to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on Amarin’s investor relations website and may include social media channels. The contents of Amarin’s website or these channels, or any other website that may be accessed from its website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.
Amarin Contact Information
Investor Inquiries:
Lisa DeFrancesco
Amarin Corporation plc
IR@amarincorp.com
Media Inquiries:
Mark Marmur
Amarin Corporation plc
PR@amarincorp.com
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