| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 16, 2022, the Board of Directors (the “Board”) of Amarin Corporation plc (the “Company”), as part of the Board’s ongoing refreshment initiatives, appointed Erin Enright and Alfonso Zulueta to the Board. In accordance with the Company’s articles of association, Ms. Enright and Mr. Zulueta will serve until the Company’s 2022 annual general meeting of shareholders, when each will be a nominee for election to the Board by a vote of the Company’s shareholders. The Board also appointed Ms. Enright as a member, and chairperson, of the audit committee of the Board. The Board has not determined which, if any, committee or committees of the Board Mr. Zulueta will join.
Ms. Enright and Mr. Zulueta will each receive equity awards in connection with their initial appointments, annual equity awards for so long as they remain on the Board, and annual fees for their services on the Board and any applicable committees, in each case, 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 on Form 10-K/A 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. The Company expects to enter into a deed of indemnity with each of Ms. Enright and Mr. Zulueta, in substantially the same form entered into with the other directors of the Company.
There are no other arrangements or understandings between Ms. Enright or Mr. Zulueta and any other person pursuant to which Ms. Enright or Mr. Zulueta was selected as a director. Neither Ms. Enright nor Mr. Zulueta is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 16, 2022, the Board also appointed Per Wold-Olsen, a member of the Board whose appointment was disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 10, 2022, as chairperson of the Board, succeeding Lars G. Ekman, M.D., Ph.D., and as a member, and chairperson, of the remuneration committee of the Board. Dr. Ekman will continue to serve on the Board.
In addition, on May 19, 2022, the Company announced that Joseph Zakrzewski and David Stack will retire from the Board, effective at the close of the Company’s 2022 annual general meeting of shareholders, which is currently expected to be held in late June. Neither decision to retire is due to any disagreement with the Company.
| Item 7.01 | Regulation FD Disclosure. |
On May 19, 2022, the Company issued a press release announcing the Board refreshment initiatives described above. 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 attached as Exhibit 99.1 hereto shall not be deemed to be “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.
