Form 8-K
8-K — AMARIN CORP PLC\UK
Accession: 0001193125-26-129334
Filed: 2026-03-27
Period: 2026-03-25
CIK: 0000897448
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — amrn-20260325.htm (Primary)
EX-10.1 (amrn-ex10_1.htm)
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8-K
8-K (Primary)
Filename: amrn-20260325.htm · Sequence: 1
8-K
false0000897448AMARIN CORP PLC\UK00-000000000008974482026-03-252026-03-25
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): March 25, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignations
As part of its ongoing consideration of best corporate governance practices, the Board of Directors (the “Board”) of Amarin Corporation plc (the “Company”) has concluded that it would be in the best interests of the Company and its shareholders to reduce the size of the Board at this time. To that end, on March 25, 2026, Dr. Paul Cohen and Mr. Oliver O’Connor (the “Non-Continuing Directors”) each notified the Company that they had made the decision not to stand for re-election at the 2026 Annual Meeting of Shareholders. As a result, the Non-Continuing Directors will resign from the Board effective as of the time immediately before the commencement of the 2026 Annual Meeting of Shareholders (the “Effective Time”). Each of the Non-Continuing Directors’ decisions not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Also on March 25, 2026, the Board determined to reduce the size of the Board from nine to seven directors effective as of the Effective Time.
Director Compensation Policy
On March 25, 2026, the Board approved the following changes to the Company’s non-employee director compensation policy (as so updated, the “Director Compensation Policy”): each non-employee director of the Company is eligible to receive an annual equity award of Restricted Stock Units and Options (each as defined in the Company’s 2020 Stock Incentive Plan, as amended) which shall vest in full upon the earlier of the one-year anniversary of the grant date (which will be the date of the Company’s annual general meeting of shareholders) or the annual general meeting of shareholders in such anniversary year.
Pursuant to the Director Compensation Policy, each non-employee director on the Board receives an initial equity award upon appointment to the Board and an annual equity award upon initial appointment to the Board and for so long as such director remains on the Board; however, if shareholders do not approve both the issuance proposal and the pre-emption proposal to be voted on by shareholders of the Company at the 2026 Annual Meeting of Shareholders, the non-employee directors will not be able to receive their initial equity awards or annual equity awards and the Board will have to consider alternative forms of compensation, such as cash compensation.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Director Compensation Policy. A copy of the Director Compensation Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Non-Employee Director Compensation Policy
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: March 27, 2026
Amarin Corporation plc
By:
/s/ Aaron Berg
Aaron Berg
President and Chief Executive Officer
EX-10.1
EX-10.1
Filename: amrn-ex10_1.htm · Sequence: 2
EX-10.1
Exhibit 10.1
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
As Adopted on March 25, 2026
Retainer
(USD$)
Annual Board Retainer Fees:
Non-Executive Chair
95,000
All Non-Employee Directors
(Other Than Non-Executive Chair)
62,500
Annual Chair Retainer Fees:*
Audit Committee Chair
25,000
Remuneration Committee Chair
20,000
Nominating and Corporate Governance Committee Chair
11,000
Annual Committee Member Retainer Fees:*
Audit Committee
12,000
Remuneration Committee
10,000
Nominating and Corporate Governance Committee
5,000
*
These fees are in addition to the Annual Board Retainer Fee, as applicable.
The annual retainers are paid in equal installments in arrears within 30 days of the end of each calendar quarter, or upon the earlier resignation or removal of the non-employee director. For non-employee directors who join the Board of Directors (the “Board”) of Amarin Corporation plc (the “Company”) during the calendar year, annual retainers are prorated based on the number of calendar days served by such director in the calendar year.
Non-employee directors are given an election with respect to the annual retainer, which election is to be exercised within 10 calendar days of the end of each calendar quarter, of receiving their annual retainers in the form of either (i) cash or (ii) unregistered non-American Depositary Shares (“ADSs”) representing the right to receive 20 ordinary shares par value GBP£0.50 per share of the Company (the “Ordinary Shares”), with any such issuances to be priced at the
greater of (a) the closing price of the Company’s ADSs on Nasdaq on the date which is 10 calendar days after the end of each quarter or (b) GBP£0.50 per share (i.e., par value per Ordinary Share) multiplied by 20.
In addition, upon their initial appointment to the Board, non-employee directors will receive an initial equity award with a grant date fair value of USD$262,500, split in value between share options and restricted share units 75%/25%. The initial share options vest one third on the first anniversary of the grant date and in equal quarterly installments for the two years thereafter, and the exercise price of any share options will be equal to the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the grant date or (b) GBP£0.50 per share (i.e., par value per Ordinary Share) multiplied by 20. The initial restricted share unit awards vest in equal installments over three years on each anniversary of the grant date.
In addition, upon their initial appointment to the Board and for so long as the non-employee director remains on the Board, the new and continuing non-employee directors will receive annual equity awards with a grant date fair value of USD$175,000, split in value between share options and restricted share units 75%/25%. The annual share options and the annual restricted share unit awards vest in full upon the earlier of the one-year anniversary of the grant date (which will be the date of the Company’s annual general meeting of shareholders) or the annual general meeting of shareholders in such anniversary year, and the exercise price of any share options will be equal to the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the grant date or (b) GBP£0.50 per share (i.e., par value per Ordinary Share) multiplied by 20.
All equity awards are made pursuant to the terms of the Company’s 2020 Stock Incentive Plan, as amended and in effect from time to time (the “Stock Incentive Plan”). In the event of a Change of Control (as defined in the Stock Incentive Plan), all share options and restricted share unit awards held by non-employee directors shall immediately become fully vested.
Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.
Notwithstanding the foregoing, in lieu of the annual equity award that would have been granted on the date of the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) but for the Company’s shareholders’ failure to approve a waiver of the pre-emption disapplication that would have allowed for such grants to occur in the ordinary course, each new and continuing non-employee director will receive an annual restricted cash award of USD$175,000, vesting and payable on the date of the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), subject to the continued service of such director until such date.
Further, notwithstanding the foregoing, in lieu of the initial equity award that would have been granted on the date of the 2025 Annual Meeting but for the Company’s shareholders’ failure to approve a waiver of the pre-emption disapplication that would have allowed for such grants to occur in the ordinary course, if a waiver of preemptive rights is submitted for approval to and approved by, the Company’s shareholders at the 2026 Annual Meeting, any non-employee director appointed before the 2026 Annual Meeting will receive an initial equity award with a grant date fair value of USD$262,500, split in value between share options and restricted share
2
units 75%/25%. The initial share options will vest one third on the first anniversary of the date of initial appointment of such director and in equal quarterly installments for the two years thereafter, and the exercise price of any share options will be equal to the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the grant date or (b) GBP£0.50 per share (i.e., par value per Ordinary Share) multiplied by 20. The initial restricted share unit awards vest in equal installments over three years on each anniversary of the date of initial appointment of such director. Provided, however, that, if (x) such non-employee director’s board service terminates for any reason prior to the grant of the initial equity award (other than on account of an involuntary termination for Cause (as defined in the Stock Incentive Plan)), any portion of the award that would have been vested based on their service through the date of termination will be settled in cash based on the greater of (a) the closing price of the Company’s ADSs on Nasdaq on such termination date or (b) GBP£0.50 per share (i.e., par value per Ordinary Share) multiplied by 20, and (y) if a Change of Control occurs prior to the 2026 Annual Meeting, such non-employee director will receive a lump-sum cash payment of USD$262,500 upon the closing of such Change of Control in lieu of such initial equity award.
3
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Document and Entity Information
Mar. 25, 2026
Cover [Abstract]
Document Type
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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
8th Floor, One Central Plaza, Dame Street
Entity Address, Address Line Two
Dublin 2, Co.
Entity Address, City or Town
Dublin
Entity Address, Postal Zip Code
D02 K7K5
Entity Address, Country
IE
Country Region
353
City Area Code
1
Local Phone Number
6699 020
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