Form 8-K
8-K — AMARIN CORP PLC\UK
Accession: 0001193125-26-224771
Filed: 2026-05-15
Period: 2026-05-13
CIK: 0000897448
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Submission of Matters to a Vote of Security Holders
Documents
8-K — amrn-20260513.htm (Primary)
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8-K
8-K (Primary)
Filename: amrn-20260513.htm · Sequence: 1
8-K
false0000897448AMARIN CORP PLC\UK00-000000000008974482026-05-132026-05-13
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 13, 2026
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.)
8th Floor, One Central Plaza, Dame Street,
Dublin 2, Co. Dublin, D02 K7K5, 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 twenty (20) Ordinary Shares 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On May 13, 2026, Amarin Corporation plc (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). On the last day of voting for holders of the Company’s American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”), a block of votes was cast against approval of:
•
the reelection of Patrice Bonfiglio, Keith Horn, Odysseas Kostas, Louis Sterling, III and Diane Sullivan (the “Select Reelection Proposals”);
•
the approval, on a non-binding, advisory basis, of the compensation of the Company’s “named executive officers” for the fiscal year ended December 31, 2025 (the “Say-on-Pay Proposal”);
•
the renewal of the general and unconditional authorization the Board of Directors of the Company (the “Board”) to issue shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of £37,750,000 (the “Issuance Proposal”);
•
the adoption of the Amended and Restated 2020 Stock Incentive Plan (the “2020 Plan Proposal”) to increase the number of shares available for issuance under the 2020 Stock Incentive Plan by 15,000,000 ordinary shares (“Ordinary Shares”);
•
the Board’s power to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (the “Pre-emption Proposal”); and
•
the adoption of the Amended and Restated Articles of Association of the Company to permit the Company to send electronic, rather than paper, notice to shareholders of subsequent Annual General Meetings by making the Proxy Statement and other communications available to shareholders on a website (the “Amended and Restated Articles Proposal”).
As a result, the Issuance Proposal, the 2020 Plan Proposal, the Pre-emption Proposal and the Amended and Restated Articles Proposal were not passed, while the Select Reelection Proposals and the Say-on-Pay Proposal passed with a reduced rate of approval.
Due to the failure of the Issuance Proposal, the 2020 Plan Proposal, the Pre-emption Proposal and the Amended and Restated Articles Proposal, the Board’s ability to provide incentive equity grants to Amarin employees and the executive team is highly limited. Because of this, the Board expects most, if not all, future annual incentive compensation to be cash, in lieu of equity, to compensate the Company’s employees and the non-employee members of the Board. The need for such “cash-only” compensation arrangements impact the Company’s total cash position.
Further, due to the failure of the Amended and Restated Articles Proposal, the Board expects the Company to continue to incur needless printing and mailing costs associated with paper, rather than electronic, delivery of proxy materials to shareholders, including the proxy statement and the annual report.
There were approximately 419,458,656 Ordinary Shares entitled to vote at the Annual Meeting based on the March 31, 2026 record date (the “Record Date”), of which approximately 410,666,987 were held in the name of JPMorgan Chase Bank, N.A., which issues Company-sponsored ADRs evidencing ADSs. As of the Record Date, each ADS represented twenty Ordinary Shares. Of the Ordinary Shares entitled to vote, 295,122,317 Ordinary Shares, or approximately 70%, 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 the Record Date.
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 10, 2026 (the “Proxy Statement”). Set forth below are the voting results for each matter.
(1) An ordinary resolution to re-elect Mr. Aaron Berg as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
121,457,877
39,657,600
24,400,120
109,606,720
(2) An ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
95,135,717
65,136,340
25,243,540
109,606,720
(3) An ordinary resolution to re-elect Mr. Keith L. Horn as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
95,924,957
64,010,400
25,580,240
109,606,720
(4) An ordinary resolution to re-elect Mr. Odysseas Kostas, M.D. as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
100,423,797
59,741,280
25,350,520
109,606,720
(5) An ordinary resolution to re-elect Mr. Louis Sterling III as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
94,836,297
64,851,040
25,828,260
109,606,720
(6) An ordinary resolution to re-elect Ms. Diane E. Sullivan as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
96,043,937
64,051,780
25,419,880
109,606,720
(7) An ordinary resolution to re-elect Mr. Michael Torok as a director:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
129,344,417
43,014,260
13,156,920
109,606,720
(8) A non-binding advisory vote to approve the compensation of the Company’s named executive officers:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
87,198,317
80,807,440
17,509,840
109,606,720
(9) An ordinary resolution to appoint Ernst & Young LLP as the Company’s U.S. independent registered public accounting firm for the fiscal year ending December 31, 2026, and to hold office from the conclusion of this meeting until the conclusion of the next meeting at which the annual accounts are laid before the Company and to authorize the Audit Committee to agree the remuneration of the auditors:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
250,940,057
24,743,200
19,439,060
-
(10) An ordinary resolution to generally and unconditionally authorize the Board to issue shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of £37,750,000 (which is equal to approximately 18% of the existing issued share capital):
Votes For
Votes Against
Abstentions
Broker Non-
Votes
75,117,357
95,824,840
14,573,400
109,606,720
(11) An ordinary resolution to amend and restate the Company’s 2020 Stock Incentive Plan to increase the share reserve thereunder by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
71,294,077
95,245,880
18,975,640
109,606,720
(12) A special resolution to give power to the Board to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (which is equal to approximately 10% of the existing issued share capital):
Votes For
Votes Against
Abstentions
Broker Non-
Votes
71,326,837
99,696,160
14,492,600
109,606,720
(13) A special resolution to permit the Company to send electronic, rather than paper, notice to shareholders of subsequent Annual General Meetings by making the Proxy Statement and other communications available to shareholders on a website:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
101,512,997
66,339,060
17,663,540
109,606,720
* * *
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 14, 2026
Amarin Corporation plc
By:
/s/ Aaron Berg
Aaron Berg
President and Chief Executive Officer
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May 13, 2026
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Entity Registrant Name
AMARIN CORP PLC\UK
Entity Incorporation State Country Code
X0
Entity File Number
0-21392
Entity Tax Identification Number
00-0000000
Entity Address, Address Line One
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Entity Address, Address Line Two
Dublin 2, Co.
Entity Address, City or Town
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Entity Address, Postal Zip Code
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Country Region
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City Area Code
1
Local Phone Number
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