Item 2.02. Results of Operations and Financial Condition.
On January 10, 2022, Amarin Corporation plc (the "Company") issued a press
release announcing its preliminary 2021 revenue results and 2022 outlook, as
well as certain business updates, including the appointment of Per Wold-Olsen to
the Company's Board of Directors (the "Board"). A copy of the Press Release is
furnished herewith as Exhibit 99.1.
The information in this report furnished pursuant to Item 2.02 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. It may only be incorporated by reference in another filing
under the Exchange Act or the Securities Act of 1933, as amended (the
"Securities Act"), if such subsequent filing specifically references the
information furnished pursuant to Item 2.02 of this report.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Per Wold-Olsen
On January 9, 2022, the Board, in accordance with the Company's articles of
association and upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Per Wold-Olsen as a Director of the
Company, effective as of January 10, 2022.
In connection with his appointment and in accordance with Company's non-employee
director compensation policy, Mr. Wold-Olsen will receive equity awards with a
grant date fair value of $540,000, split equally in value between an option
award and restricted stock units. The option award will vest in full upon the
one-year anniversary of January 10, 2022. The restricted stock units are subject
to deferred settlement upon Mr. Wold-Olsen's separation of service with the
Company (the "DSUs") and vest in equal installments over three years on each
anniversary of January 10, 2022. The exercise price of the option award will
equal the closing market price of the American Depository Shares representing
the Company's Ordinary Shares on January 10, 2022. In addition, for so long as
Mr. Wold-Olsen remains on the Board, he will receive annual equity awards in
accordance with the Company's non-employee director compensation policy, which
currently provides for such awards to have a grant date fair value of $360,000,
split equally in value between an option award and DSUs, with such option award
vesting in full upon the earlier of the one-year anniversary of the date of
grant or the annual general meeting of shareholders in such anniversary year,
and such DSUs vesting in equal annual installments over three years, in each
case upon the earlier of the anniversary of the date of grant or the annual
general meeting of shareholders in such anniversary year. In addition, in
accordance with Company's non-employee director compensation policy, for 2022
Mr. Word-Olsen will receive an annual fee of $62,500 relating to his service on
the Board. The Company will also enter into a deed of indemnity with Mr.
Word-Olsen in substantially the same form entered into with the other directors
of the Company.
There are no other arrangements or understandings between Mr. Wold-Olsen and any
other person pursuant to which Mr. Wold-Olsen was selected as a director. Mr.
Wold-Olsen is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. The Board has not determined which, if any,
committee or committees of the Board Mr. Wold-Olsen will join.
Item 7.01. Regulation FD Disclosure.
The Company will present further details on the matters noted above at the 40th
Annual J.P. Morgan Healthcare Conference on January 11, 2022 at 8:15 a.m.
Eastern Time, which presentation will be accessible by a live webcast through
the Company's website at
https://investor.amarincorp.com/events-and-presentations/events. A copy of the
Company's investor deck, which will be referenced during the Company's webcast
presentation, is furnished herewith as Exhibit 99.2.
The information in this report furnished pursuant to Item 7.01 shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section. It may only be incorporated by
reference in another filing under the Exchange Act or the Securities Act, if
such subsequent filing specifically references the information furnished
pursuant to Item 7.01 of this report.
ACTIVE/114503014.1
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated January 10, 2022 (furnished herewith)
99.2 Investor Deck, dated January 10, 2022 (furnished herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* * *
ACTIVE/114503014.1
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