Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 20, 2022, the Board of Directors (the "Board") of Amarin Corporation
plc (the "Company"), as part of the ongoing Board refreshment process, appointed
Adam Berger and Geraldine Murphy to the Board to a term commencing on such date.
In accordance with the Company's articles of association, Mr. Berger and
Ms. Murphy will serve until the Company's 2023 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 has not determined which, if any,
committee or committees of the Board Mr. Berger and Ms. Murphy will join.
Mr. Berger and Ms. Murphy 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 on May 2, 2022. The Company expects to enter
into a deed of indemnity with each of Mr. Berger and Ms. Murphy, in
substantially the same form entered into with the other directors of the
Company.
There are no other arrangements or understandings between Mr. Berger and
Ms. Murphy and any other person pursuant to which Mr. Berger and Ms. Murphy was
selected as a director. Neither Mr. Berger and Ms. Murphy is a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In addition, on October 20, 2022, the Company announced that Lars Ekman and
Patrick J. O'Sullivan will retire from the Board, effective as of December 31,
2022. Neither decision to retire is due to any disagreement with the Company.
Item 7.01 Regulation FD Disclosure.
On October 20, 2022, the Company issued a press release announcing changes 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 attached as
Exhibit 99.1 hereto 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated October 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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